XLON:CGO ESEF Annual Report
CONTANGO HOLDINGS PLC (XLON:CGO)
ESEF Annual Report
2024-11-22
For: 2024-05-31
View Original
Added on
October 02, 2026
Registered number: 10186111
Contango Holdings Plc
Annual Report and Financial Statements
For the year ended 31 May 2024
Parent Company Information
Directors
Oliver Stansfield
Carl Esprey
Roy Pitchford
Gordon Thompson
Company Secretary
Graham May
Registered Office
Company Registered No. 10186111 (England and Wales)
Auditors
Moore Kingston Smith LLP
6
th
Floor
9 Appold Street
London
EC2A 2AP
Broker
Tavira Financial Limited
88 Wood Street
London
EC2V 7DA
Registrars
Avenir Registrars
5 St John’s Lane
London
EC1M 4BH
Contango Holdings PLC
Table of Contents
For the year ended 31 May 2024
Chairman’s
Report
..................................................................................................................................
1
Strategic Report
......................................................................................................................................
4
Directors’ Report
...................................................................................................................................
15
Directors’ Remuneration Report
...........................................................................................................
21
Independent auditor’s report to the members………………………………………………………………..
26
Consolidated Statement of Comprehensive Income
............................................................................
34
Consolidated Statement of Financial Position
......................................................................................
35
Company Statement of Financial Position
............................................................................................
36
Consolidated Statement of Changes in Equity
.....................................................................................
37
Company Statement of Changes in Equity
...........................................................................................
39
Consolidated Statement of Cash Flows
................................................................................................
41
Company Statement of Cash Flows
.....................................................................................................
42
Notes to the Financial Statements
........................................................................................................
43
Contango Holdings Plc
Chairman’s report
For the year ended 31 May 2024
1
The period under review has seen the Contango team systematically work towards establishing
Muchesu as a new and profitable mining operation, focussed on the delivery of high-quality coking coal
for industrial use across southern Africa.
Our initial strategy for this was to advance offtake discussions during the period with the intention of
securing at least one sizeable contract to cornerstone development of Muchesu and generate free
cashflow for further reinvestment into the assets to boost production capacity further.
Negotiations,
whilst taking longer to conclude than originally envisaged, were ongoing with several parties when the
board were presented with an alternative route through which to unlock the full potential of Muchesu, in
the form of a partial sale agreement.
In June 2024, following a period of due diligence and post period
end, the board were delighted to report that it had entered into an agreement with the investment vehicle
of a prominent Zimbabwe-based Chinese national with extensive mining and business investments in
Zimbabwe and the Southern African region (referred to throughout as “the Investor”), regarding the
purchase of a 51% stake in Muchesu by the Investor and an associated subscription for a circa 20%
holding in the Company.
This arrangement would provide Contango with a life of mine royalty (including
a guaranteed royalty of no less than $2 million per annum), and also support the rapid expansion of the
Muchesu Project, with the investment of at least $20 million directly into the asset
, matching Contango’s
own historic investment into Muchesu.
The Definitive Agreements were subsequently signed in July 2024 and are currently being finalised
alongside the approval of a Short Form Prospectus through which the equity subscription into Contango
by the Investor can be actioned, which in turn will make the Investor the largest shareholder in the
Company. Given the collaborative relationship, the Investor has already committed significant funds to
the development of Muchesu and funded the delivery of a number of capital items. The existing open
pit has also been expanded significantly, thereby providing access to significantly more coking coal for
extraction and enable a greater amount of steady state production once full-scale mining recommences
following the Investor's upgrades. Importantly the Investor has also acquired and delivered a Dense
Media Separation ("DMS") Plant to site, which has an estimated production capacity of 3,000 tonnes of
washed coal per day. Installation of the DMS Plant is nearing completion and commissioning and testing
is expected to occur during the first half of December 2024, ahead of the commencement of full
processing during the second half of December 2024.
Funding
During the year, the Company had raised £2,308,000 from a number of existing stakeholders through
unsecured and non-convertible bridging loans.
In April 2024, the Company raised gross proceeds of £940,000 through a placing of 94,000,000 new
ordinary shares of 1p each at a price of 1p.
Contango Holdings Plc
Chairman’s report
For the year ended 31 May 2024
2
During July 2024, it was agreed that the Investor has entered into a subscription agreement with the
Company to subscribe for 142,000,000 new ordinary shares at a price of £0.0111 pence per share. As
a result, the Company will receive £1,576,200 (US$2,000,000) of new funding which will be applied
towards general working capital purposes.
The subscription agreement is conditional on the issue by
the Company of a Short Form Prospectus to provide headroom to issue the Subscription Shares. The
Company expects the Short Form Prospectus to be issued and closing of the subscription to take place
in November 2024.
In July 2024, the Company announced that in keeping with the collaborative relationship between the
Investor and the Company, the Company received a payment of US$1,000,000, as an advance against
the Subscription.
In September 2024, the Company advised that it had received confirmation from the Investor that the
first US$1,000,000 under the Mineral Royalty Agreement will be paid in Q4 2024, with a second payment
around the end of Q1 2025. It should be noted that assuming the DMS plant operates as expected then
the royalty payments going forward are expected to be materially higher than the minimum of
US$2,000,000 per annum.
Revenue
The Group generated revenue of £64,218 (2023: £nil) through two bulk sample orders for coking coal.
This is included in the results of Monaf Investments which is classified as a discontinued activity.
Expenditure
The Company has applied its cash resources primarily to the development of the Muchesu Project.
Liquidity, cash and cash equivalents
As at 31 May 2024, the Group held cash and cash equivalents of £1,166 (2023: £75,692).
Outlook
I look to 2025 and beyond with enormous optimism as we transition from being a mine operating to a
royalty company. We will continue to support Huo Investments as they upgrade the infrastructure at the
Muchesu Mine and work towards first commercial production at the beginning of 2025.
I look forward to providing further news regarding operational developments at Muchesu, including the
commissioning of the DMS plant, in the coming weeks alongside corporate updates and the receipt of
our first Mineral Royalty payments.
Contango Holdings Plc
Chairman’s report
For the year ended 31 May 2024
3
As always, I would like to express my sincere thanks to our shareholders for their trust, support and
patience in bringing Contango to this phase of its journey, and for their continued vision as the fruits of
our labours over the past five years begin to deliver meaningful returns.
Roy Pitchford
22 November 2024
Contango Holdings Plc
Strategic report
For the year ended 31 May 2024
4
Contango's primary focus during the period was on the development of the Muchesu Project in
Zimbabwe.
Muchesu Project ('Muchesu')
The Company currently holds its interest in Muchesu through the Company's 75% subsidiary Monaf
Investments (Pvt) Limited ("Monaf").
In line with the announcement of 17 June 2024 and following the
closing of the binding transaction agreements (the "Definitive Agreements") entered with the strategic
investor Huo Investments (Pvt) Limited (the "Investor"), Contango’s retained interest in Mon
af will fall to
24%. The process of formally transferring the shares to Huo Investments and gaining the requisite
approvals from government agencies is under way and should be completed by the end of the year.
Muchesu is a sizeable coal asset with a resource in excess of 1.3 billion tonnes identified under NI 43-
101 standard.
Mining activities are currently focused on Block B2, where extensive work has also been
undertaken to define the specific properties of the coal.
The coal seams within Block B2 are from surface
down to a maximum depth of 47m, thus ensuring operating costs are kept competitive.
Block 2 contains
an estimated 96MT of coking coal.
A DMS plant with production capacity of 3,000 tonnes of washed
coal per day is currently being installed. It is the Company’s current expectation that the DMS plant will
be operational before the end of November 2024. The DMS plant will be calibrated to process coking
coal from Muchesu, which is readily available following the pit expansion in Q3 and Q4 2024. The
Muchesu Resource was reported on 22 April 2020 by Sumsare Consulting CC prior to the relisting of
the Company in June 2020. The Company Mineral Resource was prepared as per the guidelines set
out in National Instrument 43-101 Standards of Disclosure for Mineral Projects as published by the
Canadian Institute of Mining. It has not been updated since the relisting and remains as reported below.
Mineral Resource Statement for the Company
Source: Company
Source: Company
Contango Holdings Plc
Strategic report
For the year ended 31 May 2024
5
Garalo-Ntiela Gold Project
(‘Garalo
-
Ntiela’)
The Company’s primary focus during the period was on the completion of construction, and
commissioning of the Muchesu Project ahead of the first sales, with both financial and human resources
directed towards this objective.
The Board anticipates that this focus on the Muchesu Project will continue over the coming years.
In
addition, the ongoing uncertainty in Mali relating to the new mining code prompted the Board to fully
impair the Mali assets during the prior year.
Notwithstanding this, the Malian assets remain significant
and an interesting gold project, with the strong potential for a resource of 1.8Moz-2Moz gold. The Board
will look to maximise the value of these assets at the appropriate time through discussions with relevant
interested parties if conditions improve in Mali in the future.
Key performance indicators (KPIs)
The Group, together with the Investor, continues to focus on the expansion and commercialisation of
the Muchesu Project and the ongoing assessment of its environmental impact.
The Group monitors its performance through five KPIs:
•
To start commercial coal production at Muchesu
•
To reduce loss per ordinary share on total operations.
•
To reduce UK head office costs.
•
To increase Group net assets.
•
To have no workplace accidents that result in injury to staff.
The Group’s performance in 2024 against these KPIs it set out in the table below, together with prior
year performance data.
Funding
During the year the Parent Company was funded through cash raised share placings and non-secured
loans.
Unit
2024
2023
2024 vs
2023
Commercial Coal Production
Tonnes
-
-
-
Loss per ordinary share (total operations)
£
0.78
1.65
+53%
UK head office costs
£
2,525,272
2,761,416
+9%
Net assets
£
10,612,516
14,167,738
-25%
Workplace injuries
Incidents
-
-
-
Contango Holdings Plc
Strategic report
For the year ended 31 May 2024
6
Revenue
The Group generated revenue of £64,218 (2023: £nil) through two bulk sample orders for coking coal.
This is included in the results of Monaf Investments which is classified as a discontinued activity.
Expenditure
The Group has low ongoing overheads and, during the year under review, devoted the majority of its
cash to the development of the Muchesu Project.
Liquidity, cash and cash equivalents
At 31 May 2024, the Group held cash and cash equivalents of £1,166 (at 31 May 2023 the Group held
£75,692).
Health and safety
During the year, the Company had no reported health and safety incidents that lead to time lost, staff
requiring medical treatment or hospitalisation and no fatalities (2023: nil).
Employees
During the period, with the exception of the Directors, the Group has 26 employees. Of the 26
employees, 15% are female, including one senior manager, and four of the board members of subsidiary
Group companies are from ethnic minority backgrounds. Other people work on a consultancy basis at
present to keep overheads at a minimum. The board of Directors is comprised of four males. None of
the board member are from an ethnic minority background. Whilst there is not currently a balance of
genders on the board, Contango is committed to promoting and enhancing diversity across all levels of
the organisation. The Company has confirmed previously it intends to make changes to the Board
following the formal transfer of the shares in Monaf to Huo Investments.
The Group is committed to promoting policies which ensure that high calibre employees are attracted,
retained and motivated, to ensure the ongoing success for the business. Employees and those who
seek to work within the Group are treated equally regardless of gender, marital status, disability, race,
ethnicity or any other basis. Contango provides equal opportunities for career development and
promotion as well as providing employees with appropriate training opportunities. For more information
about the G
roup’s employees see directors’ remuneration report
on pages 21
–
25.
The report does not contain any specific information about social, community and human rights issues
since the Group is still in a pre-recurring revenue stage and collating that information
would be onerous
at present.
Environmental
The Muchesu Project has undergone a full environmental risk assessment and suitable
recommendations were made, and were adopted, prior to first extraction of coal as part of the wash
Contango Holdings Plc
Strategic report
For the year ended 31 May 2024
7
plant calibration process in Q2 2023.
Environmental and safety legislation may change in a manner that
may require stricter or additional standards than those now in effect, a heightened degree of
responsibility for companies and their directors and employees and more stringent enforcement of
existing laws and regulations.
Climate Change Disclosures
As a responsible corporate entity operating in the natural resources sector, the Company is committed
to the recognition and disclosure of the potential impacts of climate change on the Company’s business
activities.
The Company supports the initiatives and recommendations of the Task Force on Climate-related
Financial Disclosures (“TCFD”) and has taken steps to develop climate
-related financial disclosures that
it considers are consistent and appropriate with both the recommended disclosures of the TCFD and
the current position of the Company.
The TCFD recommended disclosure framework comprises four broad categories of disclosure:
governance, risk management, strategy and metrics and targets. Within each category of recommended
disclosure, the TCFD has identified further specific disclosures that the Company should report on. The
Company has reported on this basis below.
The Company has considered the appropriate level of detail to be included within the various disclosures
having regard to the nature and size of the Company’s current operations and the planned future
operations at Muchesu.
The disclosures made below are consistent with the TCFD recommendations and recommended
disclosures.
Governance
1.
Oversight of climate-related risks and opportunities
The Board is ultimately responsible for the oversight of the risks and opportunities that are
presented by the potential effects of climate change on the Company’s business activities.
The Company’s executive directors maintain day to
-day responsibility for the recognition
and effect of climate change on the Company’s operations.
In advance of the start of commercial mining operations, the Company constituted a
sustainability committee, comprising the chairman, the chief executive officer and a non-
executive director, that will guide and support the actions of the Board with respect to
climate-related matters.
Contango Holdings Plc
Strategic report
For the year ended 31 May 2024
8
2.
Assessment and management of climate-related risks
The Board in conjunction with the sustainability committee will consider and set appropriate
Company policies that will govern how the Company’s management will assess and
manage climate-related risks and opportunities in advance of the expansion of the mine and
the commencement of coke production.
The Company’s executive directors and Group managers will be responsible for the
implementation and monitoring of the policies set.
The management of the current operation are responsible for assessing and managing
climate-related risks and opportunities at the existing mine.
Risk Management
3.
Identification and assessment of climate-related risks
With respect to the existing operation, the identification and assessment of climate-related
risks and opportunities is carried out by management on an ad-hoc basis.
Included within the environmental risk and assessment carried out at Muchesu, an
environmental and social impact assessment (“ESIA”) was completed, that identified and
assessed the climate-related risks of the project and how those risks can be managed and
mitigated.
4.
Processes adopted for managing climate-related risks
With respect to the processing plant at Muchesu, no specific climate change risks have
been identified. If a climate-related risk is identified and assessed as likely to have an impact
on the operations of the plant, the plant’s management will implement
measures to manage
the impact.
5.
Integration of climate-
related risk management into the organisation’s overall risk
management
The ESIA is an integral part of the Company’s environmental planning.
Accordingly, the
foreseen climate related risks of the project (and the management / mitigation of same) is
incorporated into the Company’s overall risk management by virtue of the adop
tion of the
monitoring systems and controls recommended by the ESIA.
Contango Holdings Plc
Strategic report
For the year ended 31 May 2024
9
Strategy
6.
Climate-related risks and opportunities
Opportunities
a)
Coking coal
The demand for coking coal has risen considerably over recent years as it was regularly
produced as a by-product of thermal coal production, which has reduced considerably
over the past 10 years.
Coking coal is used to produce coke, the primary source of
carbon used in steelmaking.
b)
Coke
By developing coke batteries at site at Muchesu, the Company would be able to get full
exposure to the value chain of the coal produced at site and would also reduce
transportation costs of exporting coking coal for further processing to coke.
Risks
The climate-
related risks of the project will be identified and evaluated by the Company’s Sustainability
Committee as appropriate. No significant climate-change risks to the current operation have been
identified.
7.
Impact of climate-related risks and opportunities on business, strategy and financial
planning
Climate-related risks and opportunities identified so far do not materially impact on the
business, strategy and financial planning for the mine and current processing facilities given
the size of the operation.
The impact on the surrounding area and wider operations will be considered as part of any
coke production planning phase.
8.
Resilience of the organisation’s strategy with respect to climate
-related scenarios
The mine and processing plant’s management have not identified any particular climate
-
related scenarios that would likely have a significant impact on its ongoing operations. The
plant already operates in an environment that is subject to severe weather conditions and
is, therefore, considered to have a strong resilience to existing and future climate-related
scenarios.
Contango Holdings Plc
Strategic report
For the year ended 31 May 2024
10
Metrics and Targets
9.
Climate related risk / opportunity metrics
Given the current scale of the mining project, the Company will develop metrics to assess
climate-related risks and opportunities in line with its strategy and risk management
processes.
10.
Climate-related risk / opportunity performance targets
Given the current scale of the mining project, the Company will develop performance targets
to manage climate-related risks and opportunities in line with its strategy and risk
management processes.
Financial risk management objectives and policies
The Board has overall responsibility for the determination of the Group’s risk management objectives
and policies. It meets periodically to review the effectiveness of the processes put in place and the
appropriateness of the objectives and policies it sets. The overall objective of the Board is to set policies
that seek to reduce risk as far as possible without unduly affecting the Group
’s competitiveness and
flexibility.
The Group
’s principal financial instruments comprise cash and trade and other payables. It is, and has
been throughout the year under review, the Group
’s policy that no trading in financial instruments shall
be undertaken. The main risks arising from the Group
’s financial instruments are liquidity risk, price risk
,
foreign exchange risk and to a lesser extend credit risk. The Board reviews and agrees policies for
managing each of these risks and they are summarised below.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash reserves to fund the Group
’s
exploration, development and production activities. Management prepares and monitors forecasts of
the Company’s cash flows and cash balances monthly and ensures that the Group maintains sufficient
liquid funds to meet its expected future liabilities. The Group may raise funds in discrete tranches to
provide sufficient cash resources to manage the activities through to profitability.
Price risk
Although the future royalty stream is based on production per tonne the Group is still exposed to
fluctuating prices of commodities, including coal and coke, if falls in prices mean the new operators of
the Muchesu Mine decide to reduce production.
Contango Holdings Plc
Strategic report
For the year ended 31 May 2024
11
Foreign exchange risk
The Group operates in a number of overseas jurisdictions and carries out transactions in a number of
currencies including British pound sterling (currency symbol: GBP or GBP£) and United States dollar
(currency symbol: USD or US$).
The Group does not have a policy of using hedging instruments but
will continue to keep this under review. The Group operates foreign currency bank accounts to help
mitigate the foreign currency risk.
Credit risk
The Group minimises its credit risk by profiling all new customers and insisting on payment up front for
first orders of coal. Both sales made during the year involved payment before coal left the mine site. As
at 31 May 2024 there were no trade receivables outstanding.
It is Group policy not to provide loans of any sort to third parties, and loans provided to subsidiaries are
monitored regularly for signs of impairment. Indicators of impairment include factors such as a loss of
exploration licences, increased political risk within a foreign jurisdiction or anticipated inability of a
subsidiary to repay the loan. This process lead the Board to conclude that the loan to Contango Gold
Mali should be fully impaired in the prior year and the loan to Contango Holdings Services be fully
impaired in the current year.
The credit risk on liquid funds is low as the counterparts are banks with high credit ratings assigned by
international credit rating bodies. The majority of the Group’s cash holdings are held at West
pac Bank
in Australia and CABS Bank in Zimbabwe (part of the Old Mutual Group)
which both have A+ credit
ratings. The carrying value of both financial assets and liabilities approximates to fair value.
Exploration and development risks
•
There can be no assurance that the development and production activities at Muchesu will be
successful.
Permitting and title risks, including but not limited to:
•
Licence and permits
•
The Group will be subject to a variety of risks associated with current and any potential
future joint ventures, which could result in a material adverse effect on its future growth,
results of operations and financial position
Political risks, including but not limited to:
•
Political stability
•
Enforcement of foreign judgements
Contango Holdings Plc
Strategic report
For the year ended 31 May 2024
12
•
Potential legal proceedings or disputes may have a material adverse effect on the Group’s
financial performance, cash flow and results of operations
Financial risks, including but not limited to:
•
Foreign exchange effects
•
Valuation of intangible assets
•
The Group may not be able to close the previously referenced Definitive Agreements
entered with the Investor
•
The Group will be subject to taxation in several different jurisdictions, and adverse changes
to the taxation laws of such jurisdictions could have a material adverse effect on its
profitability
•
The Group’s insurance may not cover all potential losses, liabilities and damage related to
its business and certain risks are uninsured and uninsurable
Commodity prices, including but not limited to:
•
The price of coal may affect the economic viability of ultimate production at Muchesu
•
The revenues and financial performance are dependent on the price of coal and coke
Operational risks, including but not limited to:
•
Availability of local facilities
•
Adverse seasonal weather
•
The
Group’s operational performance will depend on key management and qualified
operating personnel which the Group may not be able to attract and retain in the future
•
The Group’s directors may have interests that conflict with its interests
The Group’s comments and mitigating actions against the above risk categories are as follows:
Exploration and development risks
There can be no assurance that the development and production activities at Muchesu will be successful
however significant exploratory work has been conducted at the project which supports the B
oard’s
confidence that profitable mining and processing operations can be developed.
Additionally, the phased development route which has been employed at Muchesu seeks to mitigate
risks along the development life cycle of the project.
Contango Holdings Plc
Strategic report
For the year ended 31 May 2024
13
Permitting and title risks
The Group complies with existing laws and regulations and ensures that regulatory reporting and
compliance in respect of each permit is achieved.
Applications for the award of a permit may be
unsuccessful. Applications for the renewal or extension of any permit may not result in the renewal or
extension taking effect prior to the expiry of the previous permit. There can be no assurance as to the
nature of the terms of any award, renewal or extension of any permit.
The Group regularly monitors the good standing of its permits.
Political risks
The Group maintains an active focus on all regulatory developments applicable to the Group, in
particular in relation to the local mining codes.
In recent years the political and security situations in Zimbabwe and Mali have been particularly volatile.
Financial risks
The Board regularly reviews expenditures on projects. This includes updating working capital models,
reviewing actual costs against budgeted costs, and assessing potential impacts on future funding
requirements and performance targets.
Commodity prices
As commercial mining ramps up at Muchesu, the Group will increasingly review changes in commodity
prices so as to ensure projects remain both technically and economically attractive.
Operational risks
Continual and careful planning, both long-term and short-term, at all stages of activity is vital so as to
ensure that work programmes and costings remain both realistic and achievable.
Streamlined Energy and Carbon Reporting (“SECR”)
Greenhouse gas emissions, energy consumption and energy efficiency disclosures have not been
provided because the Group has consumed less than 40,000kWh of energy during the period in the UK.
Directors’ Section 172 Statement
The Directors believe they have acted in the way most likely to promote the success of the Company
for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
•
Consider the likely consequences of any decision in the long term;
•
Act fairly between the members of the Company;
Contango Holdings Plc
Strategic report
For the year ended 31 May 2024
14
•
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.
The Chairman’s Report describes the Company’s activities, strategy and future prospects.
The Board
considers the Company’s major
stakeholders to include employees, suppliers, partners and
shareholders.
When making decisions, consideration is given to the interest of each stakeholder group
individually and collectively.
Certain decisions require more weight attached to some stakeholders than
others and while generally seeing the long-term interest of the shareholders as of primary importance,
the directors consider those interests are best served by having regard to the interests of the other key
stakeholder groups and, in fact, to all the section 172 considerations.
The Board considers the Company’s employees essential to the success of the Company and it
committed to attracting and retaining highly skilled and dedicated employees and contractors. The Board
ensures that the Company endeavours to maintain good relationships with its suppliers through
contracting on standard business terms and paying promptly, within reasonable commercial terms.
Environmental protection is a key element in all development decisions made by the Group. The
Muchesu Project has undergone a full environmental risk assessment and suitable recommendations
were made and adopted prior to first extraction of coal as part of the wash plant calibration process in
Q2 2023.
The Board continues to monitor the impacts of the Company’s operations on the environment
to mitigate adverse impacts.
The Board recognises its responsibility for setting and maintaining a high standard of behaviour and
business conduct.
The Company is committed to acting with integrity and no special treatment is given
to any group of shareholders and all material information is disseminated through appropriate channels
and available to all through the Company’s corporate presentations, news releases and website.
Carl Esprey
Chief Executive Officer on behalf of the Board
22 November 2024
Contango Holdings plc
Directors’ Report
For the year ended 31 May 2024
The Directors present their report and the audited financial statements for the year ended 31 May 2024.
Principal Activity
Results
Contango Holdings Plc recorded a loss for the period of £4,423,695 (2023: loss of £6,115,819).
Dividends
No dividend has been paid during the year nor do the Directors recommend the payment of a final
dividend (2023: £nil).
Directors
The Directors who serve at any time during the year were:
Gordon Thompson
Non-Executive Director
Oliver Stansfield
Non-Executive Director
Carl Esprey
Chief Executive Officer
Roy Pitchford
Chairman
Details of
the Directors’ holding of Ordinary Shares
, Warrants and Options
are set out in the Directors’
Remuneration Report.
Further details of the interests of the Directors in the Warrants and Options of the Parent Company are
set out in Note 20 of the financial statements.
Share Capital
Wales with the registered number 10186111. Details of the Parent
Company’s issued share capital,
together with details of the movements during the year, are shown in Note 19. The Parent Company
has one class of Ordinary Share and all shares have equal voting rights and rank pari passu for the
distribution of dividends and repayment of capital.
Substantial Shareholdings
As at 8 November 2024, the Parent Company had been informed of the following substantial interests
over 3% in the issued share capital of the Parent Company.
Holdings
Percentage
Pershing Nominees Ltd
107,327,549
18.94%
Interactive Brokers LLC
89,004,385
15.71%
Hargreaves Lansdown (Nominees) Limited
49,478,799
8.73%
Luna Nominees Ltd
38,224,193
6.74%
HSDL Nominees Limited
23,652,899
4.17%
JIM Nominees Limited
21,720,088
3.83%
Lynchwood Nominees Limited
19,935,639
3.52%
Cantor Fitzgerald Europe
18,706,897
3.30%
The D
irectors’ beneficial interests in the Ordinary share capital are disclosed on page
23.
Contango Holdings PLC
Directors’ Report
For the year ended 31 May 2024
16
The only employees in the Parent Company are the Directors, who are all considered to be key management
personnel.
Gordon Thompson
Gordon has over 30 years of experience in building, developing and managing mines across the globe,
with an extensive track record in Africa. He is a qualified mining engineer and holds membership of
the Engineering Council of South Africa ECSA.
Over the last 20 years Gordon has held a number of senior executive roles for listed mining companies.
He was Chief Operating Officer from 2017-2019 of copper producing, DRC-focused and ASX-
listed Tiger Resources Limited; Chief Executive Officer for private-equity supported and West
Africa gold-focused Taurus Gold Limited from 2010-2016; and Chief Operating Officer for Central
African Mining & Exploration plc from 2008-2010, helping manage the company's 12,345 employees,
prior to its sale to ENRC for £584M.
Oliver Stansfield
Since 2004 Oliver has primarily focused on equity sales and corporate broking, developing relationships
with a broad range of investors including Funds, Family Offices and High-Net-Worth individuals. During
his career, he has helped raise in excess of £1bn for junior resource companies in a variety of
jurisdictions and across a multitude of commodities. Oliver joined Tavira Financial Limited in January
2022 to help establish a new natural resources corporate broking division. Prior to joining Tavira, Oliver
was the CEO of resource specialist Brandon Hill Capital, where he also acted as Head of Sales.
Oliver is one of the founders of Contango Holdings plc. He is also a Director of private companies Green
Tech Investments PLC and Dionysus Capital PLC.
Carl Esprey
Carl, who qualified as a Chartered Accountant and Chartered Financial Analyst, has built a career in
the natural resource investment and development sector. After beginning his career at Deloitte in
Johannesburg in 2001, Carl joined BHP Billiton in 2004 as an analyst focused on mergers and
acquisitions. After four years at BHP Billiton, Carl used his expertise in the resources industry to move
into equity investment and joined GLG Partners in London in 2008, where he focused on natural
resources investments. In 2014 Carl joined the board of Atlas Development & Support Services Limited
and guided the company through its dual listing on the Growth Enterprise Market Segment of the Nairobi
Securities Exchange, whilst also managing operations across Kenya, Ethiopia and Tanzania. Most
recently, Carl has separately founded Elatio Tech Limited, a Southern-African revenue generating
gaming business and Waraba Gold Limited, a West-African gold exploration company.
Roy Pitchford
Roy is a Zimbabwean national and qualified as a Chartered Accountant in Zimbabwe. He has a long
history in the country’s mining sector and was the President of the Chamber of Mines in Zimbabwe. He
was the Chief Executive Officer at Cluff Resources, where he led the redevelopment of Freda Rebecca
mine, the largest gold mine in the country, as well as several smaller mines in the portfolio. Also, he
was Chief Executive Officer at Zimplats, where he oversaw the development of the Ngezi Opencast
Platinum Mine into production, the re-commission of the Selous Metallurgical Complex in 2002 and
created a company with a platinum-group metals resource base in excess of 300 million ounces. More
recently, he was Chief Executive Officer at Vast Resources until December 2017, a company that has
mines in both Romania and Zimbabwe and is currently non-executive director of LSE listed Georgina
Energy Plc.
Contango Holdings Plc
Directors’ Report
For the year ended 31 May 2024
17
Corporate Governance Statement
The Board is committed to maintaining appropriate standards of corporate governance. The statement
below, together with the report on Directors’ remuneration on pages
21 to 25, explains how the Group
has observed principles set out in The UK Corporate Governance Code (“the Code”) as relevant to the
Group
and contains the information required by section 7 of the UK Listing Authority’s Disclosure Rules
and Transparency Rules.
The Group is a small entity with modest resources. The Group has a clear mandate to optimise the
allocation of limited resources to invest in its assets
and support its future plans. As such the Group
strives to maintain a balance between conservation of limited resources and maintaining robust
corporate government practices. As the Group evolves, the Board is committed to enhancing the
Group
’s corporate governance policies and practices deemed appropriate to the size and maturity of
the organisation.
Board of Directors
The Board currently consists of one executive Director, a non-executive chairman and two non-
executive Directors. All directors are male and from white European backgrounds. It met regularly
throughout the year to discuss key issues and to monitor the overall performance of the Group. With a
Board comprising of just one executive and three non-executive Directors, all matters and committees,
such as Remuneration, Audit and Nominations are considered by the Board as a whole. The Directors
will actively seek to expand Board membership to provide additional levels of corporate governance
procedures at the relevant opportunity. The Board had not met the following targets on board diversity
as at 31 May 2024:
•
At least 40% of the individuals on its board of directors are women;
•
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;
and
•
At least one individual on the board of directors is from a minority ethnic background.
The reason for not meeting the target is the Group is still in the early stages of growing its business and
does not have the resources to expand the Board at present. Once the business is on a path of stable,
profitable growth it will endeavour to expand the Board and meet the above targets. This is also the
reason why the Board does not have a director appointed from the workforce; a formal workforce
advisory panel; or a designated non-executive Director.
Audit Committee
The Board seeks to present a balanced and understandable assessment of the Group’s position and
prospects in all interim, final and price-sensitive reports and information required to be presented by
statute. There is no separate Audit Committee at present.
The Directors consider the size of the Group and the close involvement of executive Directors in the
day-to-day operations makes the maintenance of an internal audit function unnecessary. The Directors
will continue to monitor this situation.
External auditor
During the year the Board met with the auditor to discuss the audit process and the matters the auditor
identified during the audit. The Board will continue to meet with the auditor at least twice a year to
consider the results, internal procedures and controls and matters raised by the auditor. The Board
considers auditor independence and objectivity and the effectiveness of the audit process. It also
considers the nature and extent of the non-audit services supplied by the auditor reviewing the ratio of
audit to non-audit fees and ensures that an appropriate relationship is maintained between the Group
and its external auditor.
The Group has a policy of controlling the provision of non-audit services by the external auditor in order
that their objectivity and independence are safeguarded and approved the non-audit services provided
by the external auditors. As part of the decision to recommend the appointment of the external auditor,
the Board takes into account the tenure of the auditor in addition to the results of its review of the
effectiveness of the external auditor and considers whether there should be a full tender process. There
are no contractual obligations restricting the Board’s choice of external auditor.
The current auditors,
Moore Kingston Smith LLP, were appointed in August 2024.
Contango Holdings Plc
Directors’ Report
For the year ended 31 May 2024
18
Remuneration Committee
There is no separate Remuneration Committee at present, instead all remuneration matters are
considered by the Board as a whole. It meets when required to
consider all aspects of directors’ and
staff remuneration, share options and service contracts.
Nominations Committee
A Nominations Committee has not yet been established. This is due to the small size of the Company
and it being in the pre- recurring revenue phase of its development.
Internal financial control
Due to the small size and pre-recurring revenue status of the Company there is at present no internal
audit function within the business. However, financial controls have been established so as to provide
safeguards against unauthorised use or misappropriation of the assets, to maintain adequate
accounting records and to provide reliable financial information for internal use. Key financial controls
include:
•
The maintenance of adequate records;
•
A schedule of matters reserved for the approval of the Board;
•
Close involvement of the Directors in the day-to-day operational matters of the Group.
The Board conducts reviews annually to assess the continued effectiveness of the company’s risk
management and internal control systems; and the process used to prepare consolidated accounts. The
Board’s most recent review found that the risk management and internal control systems in place were
still operating effectively and appropriate for an organization of this size.
Shareholder communications
The Group uses its corporate website (www.contango-holdings-plc.co.uk) to ensure that the latest
announcements, press releases and published financial information are available to all shareholders
and other interested parties.
The AGM is used to communicate with both institutional shareholders and private investors and all
shareholders are encouraged to participate. Separate resolutions are proposed on each issue so that
they can give proper consideration and there is a resolution to approve the Annual Report and financial
statements.
The Group counts all proxy votes and will indicate the level of proxies lodged on each resolution after it
has been dealt with by a show of hands.
Statement of Directors’ Responsibilities in respect of the Annual Report and the financial
statements
The Directors are responsible for preparing the Annual Report and the financial statements in
accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that
law the directors have prepared the group and company financial statements in accordance with UK-
adopted International Accounting Standards.
In preparing these financial statements, the Directors are
required to:
•
select accounting policies and then apply them consistently;
•
make judgements and accounting estimates that are reasonable and prudent;
•
present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
•
state whether applicable UK-adopted International Accounting Standards have been followed,
subject to any material departures disclosed and explained in the financial statements;
•
provide additional disclosures when compliance with the specific requirements in UK-adopted
International Accounting Standards are insufficient to enable users to understand the impact of
particular transactions, other events and conditions on the Company’s and Group’s financial position
and financial performance; and
Contango Holdings Plc
Directors’ Report
For the year ended 31 May 2024
19
•
make an assessment of the Company’s and Group’s ability to continue as a going concern, prepare
the financial statements on the going concern basis unless it is inappropriate to presume that the
Company and Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company and Group’s transactions and disclose with reasonable accuracy at any time the
financial position of the Company and Group and enable them to ensure that the financial statements
comply with the Companies Act 2006. 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. Under applicable law and regulations, the Directors are also responsible for preparing a
Strategic Report, Report of the Directors, Annual Report on Remuneration, Directors’ Remuneration
Policy and Corporate Governance Statement that comply with that law and those regulations. The
Directors are responsible for the maintenance and integrity of the corporate and financial information
and statements included on the Company’s website,
www.contango-holdings-plc.co.uk. Legislation in
the United Kingdom governing the preparation and dissemination of the financial statements may differ
from legislation in other jurisdictions. The directors' responsibility also extends to the ongoing integrity
of the financial statements contained therein.
The Directors confirm that to the best of their knowledge:
•
The Group financial statements, prepared in accordance with UK-adopted International
Accounting Standards, give a true and fair view of the assets, liabilities, financial position and
loss of the Group;
•
This Annual report includes the fair review of the development and performance of the business
and the position of the Group 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 information necessary for shareholders to assess the Group’s
performance, business and strategy.
Greenhouse Gas Disclosures
The Group has as yet no substantive greenhouse gas emissions to report from the operations of the
Group and does not have responsibility for any other emission producing sources under the Companies
(Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
Disclosure and Transparency Rules
Details of the Parent
Company’s share capital and warrants are given in Notes
18 and 19 respectively.
The Directors undertook not to sell any of their holdings for a year after admission to the standard listing
without the consent of the Group and the Group
’s broker
. There are now no restrictions on transfer or
limitations on the holding of the ordinary shares. None of the shares carry any special rights with regard
to the control of the Parent Company. There are no known arrangements under which the financial rights
are held by a person other than the holder and no known agreements or restrictions on share transfers
and voting rights.
As far as the Group is aware there are no person with significant direct or indirect holdings other than
the Directors and other significant shareholders as shown on page 15 and page 23.
The provisions covering the appointment and replacement of directors are contained in the Parent
Company’s articles, any changes to which require shareholder approval. There are no significant
agreements to which the Group is party that take effect, alter or terminate upon a change of control
following a takeover bid and no agreements for compensation for loss of office or employment that
become effective as a result of such a bid.
Auditor Information
The Directors who held office at the date of approval of the Directors’ Report confirm that, so far as they
are each aware, there is no relevant audit information of which the Group
’s Auditor is unaware; and
Contango Holdings Plc
Directors’ Report
For the year ended 31 May 2024
20
each Director has taken all the steps that he ought to have taken as a Director to make himself aware
of any relevant audit information and to establish that the Group
’s Auditor is aware of that information.
Auditor
Moore Kingston Smith LLP was appointed as Auditor of the Group in August 2024 and resolutions for
their re-appointment and for the Directors to determine its remuneration will be proposed at the
forthcoming AGM.
Financial Instruments
The Group has exposure to liquidity risk. Note 2 presents information about the Group
’s exposure to
these risks, along with the Group
’s objectives, processes and policies for managing the risks.
Events after the reporting period
Note 21 of the financial statements provides further detail on capital raises since the end of the financial
year.
Directors’ Indemnity Provisions
The Group has implemented Directors and Officers Liability Indemnity insurance.
Going concern
After making enquiries, the Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future. The Group has announced
subsequent to the year-end that it has entered into binding agreements with Huo Investments (Pvt)
Limited to sell 51% of its shareholding in its subsidiary Monaf. Huo Investments have agreed to invest
up to US$20 million in the Muchesu Mine to increase production capacity and upgrade infrastructure
and will pay Contango a royalty based on production. The royalty will be a minimum of US$2 million per
annum. Huo Investments will also acquire a 20% shareholding in Contango for US$2 million. The US$2
million will be used by Contango to pay creditors and provide working capital to the Group. On 18 July
2024 the Company announced that it had already received US$1 million from Huo Investments.
The Directors believe that the US$2m will be sufficient funds to cover ongoing running costs until the
Muchesu Mine is making regular cash sales and the Company is receiving regular royalty payments
based on production. However, the Company still has outstanding investor loans of £4,184,740 as at 31
May 2024, all of which are now overdue for repayment and repayable on demand. In the event that
multiple investors demanded their loans be repaid at the same time the Company would not have
sufficient funds to accommodate this. Whilst noting that this is a possibility, the Company maintains
regular contact with the lenders (all of whom are supportive shareholders) and considers that investors
demanding immediate repayment of their loans is unlikely. Given this possibility the directors
acknowledge the disclaimer of opinion in respect of going concern. Further details are given in Note 2
(c) to the Financial Statements. However, the Directors continue to adopt the going concern basis in
preparing the financial statements.
Donations
The Group made no political donations during the year.
Carl Esprey
Chief Executive Officer on behalf of the Board
22 November 2024
Contango Holdings Plc
Directors’ Remuneration Report
For the year ended 31 May 2024
21
Remuneration Policies
The remuneration policy of the Group, which has been in effect from 18 June 2020, is designed to
attract, retain and motivate Directors and senior management of a high calibre with a view to
encouraging commitment to the development of the Group and for long term enhancement of a
shareholder value. The Board believes that shared ownership by Executive Directors strengthens the
link between their personal interests and those of shareholders although there is no formal shareholding
policy in place. There are no other UK-based employees (and never have been)
so the directors’
remuneration policy is based on comparisons with salary levels for directors in equivalent companies.
The current Directors’ remuneration comprises a basic fee
.
Service contracts
Each of the
Directors entered into Service Agreements on 19 May 2020 with the Parent Company and
continue to be employed until terminated by the Group giving three
months’ prior notice or the Director
giving three
months’ prior notice to save in cases of a material breach of contract when the Executive
Directors can be dismissed without notice.
In the event of termination or loss of office the Director is entitled only to payment of his basic salary in
respect of his notice period. In the event of termination or loss of office in the case of a material breach
of contract the Director is not entitled to any further payment.
The Chief Executive Officer is paid at a rate of £60,000 per annum.
The Chairman is paid at a rate of £24,000 per annum.
Executive Directors are allowed to accept external appointments with the consent of the Board, provided
that these do not lead to conflicts of interest. Executive Directors are allowed to retain fees paid.
Non-Executive Directors are paid at a rate of £18,000 per annum and are required to seek re-election
at the annual general meeting.
The contracts are available for inspection at the Company’s registered office.
Executive remuneration is assessed on an annual basis against director pay in equivalent companies
to ensure that it remains competitive.
Approval by members
The remuneration policy above will be put before the members for approval at the next Annual General
Meeting.
Implementation Report
Particulars of Directors’ Remuneration
(the table below is audited)
Particulars of directors
’
remuneration, including directors’ warrants which, under the Companies Act
2006 are required to be audited, are given in Notes 4 and 17
and further referenced in the Directors’
Report.
Remuneration paid to the Directors’ during the year ended 31 May 20
24:
Executive Director
Base salary
(£)
Share
Performance
Options (£)
Share-based bonus (£)
Total
2024
(£)
Carl Esprey
60,000
-
-
60,000
Roy Pitchford
24,000
-
-
24,000
Gordon Thompson
18,000
-
-
18,000
Oliver Stansfield
18,000
-
-
18,000
120,000
-
-
120,000
Contango Holdings Plc
Directors’ Remuneration Report
For the year ended 31 May 2024
22
Remuneration paid to the Directors’ during the year ended 31 May 202
3:
Executive Director
Base salary
(£)
Share
Performance
Options (£)
Share-based bonus (£)
Total
2023
(£)
Carl Esprey
57,500
-
-
57,500
Roy Pitchford
24,000
-
-
24,000
Gordon Thompson
4,500
-
-
4,500
Oliver Stansfield
18,000
-
-
18,000
104,000
-
-
104,000
There were no performance measures associated with any
aspect of Directors’ remuneration during the
year.
Payments to past Directors
There are no payments to past Directors.
Payments for loss of office
There were no payments for loss of office during the year.
Bonus and incentive plans
There were no bonus payments made to Directors during the year.
Unpaid Salaries
Due to cashflow constraints all Directors have had their salary payments frozen since August 2023. The
amount owing in unpaid salaries at the year end was £89,740. This will be paid when funds are available.
Unpaid Salaries
2024
2023
(£)
(£)
Carl Esprey
50,000
-
Roy Pitchford
18,000
-
Gordon Thompson
13,500
-
Oliver Stansfield
8,240
-
89,740
-
Contango Holdings Plc
Directors’ Remuneration Report
For the year ended 31 May 2024
23
Directors interests in shares
The Group has no Director shareholder requirements.
The beneficial interest of the Directors in the Ordinary share capital of the Parent Company was as
follows:
31 May 2024
% of issued
share capital
31 May 2023
% of issued
share capital
Number
2024
Number
2023
Carl Esprey
8,594,437
1.52%
8,594,437
1.82%
Roy Pitchford
990,000
0.17%
990,000
0.21%
Oliver Stansfield
12,500,000
2.21%
11,141,116
2.36%
Gordon Thomson
-
-
-
-
22,084,437
3.90%
20,725,553
4.39%
The Directors held the following warrants at the end of the year:
Director
2024
2023
Exercise Price
Earliest
date of
exercise
Latest date of
exercise
Carl Esprey
347,219
347,219
Nov 22 Placing
9p
7 Nov 2022
6 Nov 2025
Oliver Stansfield
1,458,333
1,458,333
Nov 21 Placing
Broker
Warrants: 6p
3 Mar 2022
2 Mar 2025
Oliver Stansfield
971,736
971,736
Nov 22 Placing
Broker
Warrants: 6p
7 Nov 2022
6 Nov 2025
Oliver Stansfield
1,645,000
-
Apr 24 Placing
Broker
Warrants: 1p
11 Apr 2024
10 Apr 2027
Remuneration Committee
There is no separate Remuneration Committee at present, instead all remuneration matters are
considered by the Board as a whole. It meets when
required to consider all aspects of directors’
remuneration, share options and service contracts.
Shareholder voting at the Annual General Meeting
The Board
presented its Directors’ Remuneration Report and the Directors’ Remuneration Policy to its
members at the last Annual General Meeting (AGM) held on 29 November 2023 where it was duly
approved by shareholders.
Contango Holdings Plc
Directors’ Remuneration Report
For the year ended 31 May 2024
24
2024 CEO Single Figure of Remuneration
The single figure of remuneration for Carl Esprey is £60,000
–
which represents his base salary. In the
prior year the single figure remuneration was his £57,500 base salary.
The table above illustrates the total return of Contango shareholders over the years since relisting of
-75% as opposed to the +36% return for the FTSE 350 as a whole.
£0
£50,000
£100,000
£150,000
£200,000
£250,000
£300,000
£350,000
£400,000
2020-21
2021-22
2022-23
2023-24
10 Year CEO Single Figure Outcomes (since relisting in 2020)
Base Salary
Share Performance Options
-100%
-50%
0%
50%
100%
150%
May-20
Jul-20
Sep-20
Nov-20
Jan-21
Mar-21
May-21
Jul-21
Sep-21
Nov-21
Jan-22
Mar-22
May-22
Jul-22
Sep-22
Nov-22
Jan-23
Mar-23
May-23
Jul-23
Sep-23
Nov-23
Jan-24
Mar-24
May-24
Total Shareholder Return
FTSE 350
CGO
Contango Holdings Plc
Directors’ Remuneration Report
For the year ended 31 May 2024
25
Statement
From incorporation the outset the Board has set out and implemented a policy designed to attract, retain
and motivate executive Directors of the right calibre and ability. There have been no major changes
during the period either in that policy or its implementation, including levels of remuneration and terms
of service for the Directors.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Group to include certain information in a single identifiable section of the
Annual Report or a cross reference table indicating where the information is set out. The Directors
confirm that there are no disclosures required in relation to Listing Rule 9.8.4.
ON BEHALF OF THE BOARD
Carl Esprey
Chief Executive Officer
22 November 2024
Contango Holdings PLC
Independent Auditor’s Report To The Members Of Contango Holdings Plc
For the year ended 31 May 2024
26
Disclaimer of opinion
We were engaged to audit the financial statements of Contango Holdings Plc
(‘the Company’) and its
subsidiaries (‘the Group’) for the
year ended 31 May 2024 which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated
and Company Statements of Changes in Equity, the Consolidated and Company Statements of Cash Flows,
and notes to the financial statements, including significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and UK adopted International Accounting Standards.
We do not express an opinion on the financial statements of the Group or the Company. Because of the
significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been
able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the financial
statements.
Basis for disclaimer of opinion
As disclosed in note 2c to the financial statements, the financial statements of the Group and Company are
prepared on the assumption that the Group and Company will continue as a going concern.
On 3 July 2024 the Company announced a definitive agreement with Huo Investments (Pvt) Limited (Huo
Investments) to sell 51% of its shareholding in its subsidiary Monaf Investments (Pvt) Limited. Huo Investments
have agreed to invest up to US$20 million in the Muchesu Mine, which Monaf holds the mining licence, in order
to increase production capacity and upgrade infrastructure, and have agreed to pay the Company a royalty
based on production. The royalty will be a minimum of US$2 million per annum. In addition, Huo Investments
have agreed to acquire a 20% shareholding in the Company for US$2 million. The US$2 million will be used by
the Company to pay creditors and provide working capital to the Company and Group. On 18 July 2024 the
Company announced that it had already received US$1 million from Huo Investments.
In addition, as at 31 May 2024, the Group has investor loans amounting to £4,184,740 which are due for
repayment on or before 30 November 2024 as disclosed in Note 17 to the financial statements.
Given that there are inherent uncertainties associated with the development of mining assets, the Group is not
guaranteed to secure additional cash apart from the minimum royalty of US$2 million per annum referred to
above. Therefore, the Group may be unable to realise its assets and discharge its liabilities, including the
investor loans referred to above, in the normal course of business for at least twelve months from the date of
approval of the financial statements.
The ability of the Group to have sufficient funds to continue to operate by receiving royalty payments based on
production and by the investor loans not being called for repayment are the key assumptions supporting the
Directors’ conclusions that it is app
ropriate to prepare the financial statements of the Group and Company on a
going concern basis. Whilst we understand Huo Investments has continued to make material investments to
start production to allow the Group to continue to operate as a going concern, production has not yet started
and an offtake agreement has not been signed as at the date of approval of the financial statements. In addition,
whilst the Directors do not have any reason to believe that the investors will call for repayment of the loans,
there can be no certainty in this respect.
As a result, we were not able to obtain sufficient and appropriate audit evidence to conclude that the Company
will be able to repay the investor loans and accordingly we were also unable to obtain sufficient appropriate
audit evidence to enable us to conclude on the Group’s ability to continue as a going concern for a period of at
least twelve months from signing the audit report and therefore whether the use of the going concern basis of
preparation of the financial statements is appropriate. Consequently, we were unable to obtain sufficient
appropriate audit evidence to enable us to form an audit opinion on these financial statements.
The financial statements do not reflect any adjustments that would be required should the Group and Company
be unable to continue as a going concern.
Our approach to the audit
Our audit approach was a risk-
based approach founded on a thorough understanding of the Group’s business,
its environment, and its
risk profile. We conducted substantive audit procedures and evaluated the Group’s
internal control environment. The components of the Group were evaluated by the Group audit team based on
a measure of materiality, considering each component as a percentage
of the Group’s total assets, current
Contango Holdings PLC
Independent Auditor’s Report To The Members Of Contango Holdings Plc
For the year ended 31 May 2024
27
assets, and gross profit, which allowed the Group audit team to assess the significance of each component and
determine the planned audit response.
We identified two significant components
–
both the parent Company and its subsidiary, Monaf Investments
(Pvt) Limited. A full scope audit was performed on the financial statements of the parent Company by the group
audit team. Monaf Investments was subject to a full scope audit by a component auditor, which was
supplemented by additional procedures performed by the group audit team. We evaluated the controls in place
at each component by performing walkthroughs over the financial reporting systems identified as part of our risk
assessment. We also reviewed the accounts production process and addressed critical accounting matters. We
then undertook substantive testing on significant classes of transactions and material account balances.
For two additional components not considered significant, targeted substantive procedures were performed by
the group audit team.
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 year and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the audit engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
How our scope addressed the matter -
Going concern (Group and Company)
The Group is not as yet generating recurring revenue
and has incurred a loss for the year of £4,423,695
(2023: £6,115,819).
The
Group
has
outstanding
investor
loans
of
£4,184,740 (2023: £1,052,206) which are overdue and
repayable on demand and has cash funds of £1,166
(2023: £75,692) at 31 May 2024.
The Directors have prepared cash flow forecasts that
show that, in the absence of any further debt or equity
funding, the outstanding investor loans cannot be fully
repaid if demanded.
Given the loss in the year, the outstanding investor
loans and the uncertainty in respect of future royalty
income in excess of the $2m minimum, the ability of the
Group and Company to continue in business as a going
concern was considered to be a key audit risk area.
Our audit work and conclusion in respect of
going concern has been detailed in the basis
for disclaimer of opinion section of our audit
report.
Valuation of exploration and evaluation assets and
property, plant and equipment (Group)
The Group holds a mining licence at the Muchesu coal
The scope of our work included, but was not
restricted to:
•
Confirming that the Group has valid title to
Contango Holdings PLC
Independent Auditor’s Report To The Members Of Contango Holdings Plc
For the year ended 31 May 2024
28
project in Zimbabwe which, with exploration and
evaluation and development assets, at the reporting
date had a carrying value of £14,259,569. The Group
also owns mining licences in Mali which were fully
impaired in the prior year. In addition, the Group has
property, plant and equipment which at the reporting
date had a carrying value of £2,287,421.
The exploration and evaluation and development
assets, as well as the property, plant and equipment,
within Monaf Investments have been categorised as
assets held for sale in the financial statements. There is
a risk that these assets are not accounted for in
accordance with IFRS 5.
Further, the carrying value of these assets is
judgemental and subject to management’s
assessment
of the quantum of the royalty stream derived from the
investment in Monaf Investments by Huo Investments,
which is reliant upon
a number of
significant
assumptions.
the applicable mining licenses, and has
fulfilled any specific conditions;
•
Confirming that the sale and purchase
agreement in respect of the Monaf
Investments disposal includes relevant
minimum expenditure clauses;
•
Critically assessing and substantively
testing
capitalised
exploration
and
evaluation and development expenditure
including
consideration
of
its
appropriateness for capitalisation under
IFRS 6 and IAS 16 respectively;
•
Consideration
of
management's
impairment reviews
in
light of any
impairment
indicators
identified
in
accordance
with
IFRS
6,
including
corroboration and challenge thereof; and
•
Critically
assessing
management’s
summary of the cashflows arising from the
disposal of 51% of Monaf Investments
including an assessment of the future
royalty revenue stream.
Key observations
Based on our audit testing, and subject to the
pervasive limitation in our work described in
the basis for disclaimer of opinion paragraph,
we
concluded
that
we
agreed
with
management’s assertion that no
provision or
impairment was considered necessary in
relation to these assets. We also concurred
with management’s assessment that these
assets should be classified as held for sale in
the financial statements in accordance with
IFRS 5.
We consider the disclosures in the financial
statements to be acceptable.
Contango Holdings PLC
Independent Auditor’s Report To The Members Of Contango Holdings Plc
For the year ended 31 May 2024
29
Valuation of the investment in and subsidiary loan
due
from
Monaf
Investments
(Pvt)
Limited
(Company only)
The carrying value of the investment in, and subsidiary
loan due from, Monaf Investments at 31 May 2024 of
£1,413,100 (2023: £1,413,100) and £15,866,081 (2023:
£13,487,858)
is
judgemental
and
subject
to
management’s assessment of the likelihood of the level
of production and the profitability and cash generated
by the production at the Muchesu mine, which is reliant
upon a number of significant assumptions.
The scope of our work included, but was not
restricted to:
•
Critically assessing, in the absence of a
mine plan, management’s assumptions in
respect of the timing and level of production
at the Muchesu mine.
•
Critically assessing the likelihood that
Monaf Investments will sign an offtake
agreement and achieve revenue levels that
facilitates full repayment of the subsidiary
loan.
•
Critically assessing the relevant disclosures
in the financial statements.
Key observations
Based on our audit testing we concluded that
we agreed with management’s assertion that
no impairment or provision was considered
necessary
in
the
Company
financial
statements in relation to these assets.
However, given the importance of this matter
to the Company financial statements, it has
been referred to in the Emphasis of Matter
paragraph below.
We consider the disclosures in the financial
statements to be acceptable.
Our application of materiality
The scope and focus of our audit engagement was influenced by our assessment and application of materiality.
We define materiality as the magnitude of misstatement that could reasonably be expected to influence the
readers and the economic decisions of the users of the financial statements. We use materiality to determine
the scope of our audit engagement and the nature, timing and extent of our audit procedures and to evaluate
the effect of misstatements, both individually and on the financial statements as a whole.
Due to the nature of the Group, we considered total assets to be the main focus for the readers of the financial
statements, and accordingly this consideration influenced our judgement of materiality. Based on our
professional judgement, we determined materiality for the Group to be £173,000 based on a percentage of
assets (1%). Based on our professional judgement, we determined materiality for the Company to be £170,000
based on a percentage of total assets (1%).
On the basis of our risk assessment, together with our assessment of the overall control environment, our
judgement was that performance materiality (i.e. our tolerance for misstatement in an individual account or
balance) for the Group and Company was 50% of materiality, namely £86,500 and £85,000 respectively.
Contango Holdings PLC
Independent Auditor’s Report To The Members Of Contango Holdings Plc
For the year ended 31 May 2024
30
We agreed to report to the Audit Committee all audit differences in respect of the Group and Company in excess
of £8,650 and £8,500 respectively and, as well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds. We also reported to the Audit Committee on disclosure matters that we
identified when assessing the overall presentation of the financial statements.
Emphasis of matter
We draw attention to the disclosures in note 13 to the financial statements in respect of the subsidiary loan
of £15,866,081 (2023: £13,487,858) due to the Company from Monaf Investments (Private) Limited. The
signing of the Revolving Credit Facility between Huo Investments (Pvt) Limited and Monaf Investments
(Private) Limited dated 28 June 2024 potentially indicates that the loan due to the Company will be
recoverable in the future. However full recoverability of the subsidiary loan is dependent upon the production
phase being achieved, together with the signing of suitable offtake agreements, in order for Monaf
Investments (Private) Limited to be revenue and cash flow generative to the extent needed for the loan to be
able to be repaid. These factors cannot be predicted with any certainty at the current time. Our opinion is not
modified in respect of this matter.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the D
irectors’
Remuneration Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Because of the significance of the matter described in the basis for disclaimer of opinion section of our report,
we have been unable to form an opinion whether, based on the work undertaken in the course of the audit:
•
the information given in the Strategic Report and the Directors’ Report for the financial
year for which
the financial statements are prepared is consistent with the financial statements; and
•
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
Notwithstanding our disclaimer of opinion on the financial statements, in the light of the knowledge and
understanding of the Group and the Company and their environment obtained in the course of the audit,
performed subject to the pervasive limitation described above, we have not identified material misstatements in
the Strategic Report or the Directors’ Report.
Arising from the limitation of our work referred to above:
•
we have not received all the information and explanations we require for our audit; and
•
we were unable to determine whether adequate accounting records have been kept.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
•
returns adequate for our audit have not been received from branches not visited by us; or
•
the Company financial statements and the part of the directors’ remuneration report to be audited are
not in agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
a corporate governance statement has not been prepared by the Company.
Corporate governance statement
We have reviewed the directors’ statement in relation to going concern, longer
-term viability and that part of the
Corporate Governance Statement relating to the entity’s voluntary compliance with the
provisions of the UK
Corporate Governance Code.
Contango Holdings PLC
Independent Auditor’s Report To The Members Of Contango Holdings Plc
For the year ended 31 May 2024
31
Because of the significance of the matter described in the basis for disclaimer of opinion section of our report,
we have been unable to report as to whether the following statements are appropriate:
•
The
Directors’ statement with regards
to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on
the Directors’ Report
;
•
The
Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue
in operation and meet its liabilities set out on
the Directors’ Report
; and
•
The
Directors’ statement on fair, balanced and understandable set out on the Directors’ Report
;
Notwithstanding our disclaimer of opinion on the Group and Company financial statements, based on the work
undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements and our knowledge obtained during
the audit:
•
The
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set
out on the Strategic Report;
•
The section of the annual report that describes the review of effectiveness of risk management and internal
control systems set out on
the Directors’ Report
; and
•
The section describing the work of the Board of Directors in lieu of the Audit Committee
set out on the
Directors’ Report
.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or the Company or
to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit of the
Group’s and Company’s financial
statements in accordance with
International Standards on Auditing (UK) and to issue an auditor’s report.
However, because of the matter described in the basis for disclaimer of opinion section of our report, we were
not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial
statements.
We are independent of the Group and Company in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of
the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed
risks of material misstatement due to fraud, through designing and implementing appropriate responses to those
assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit.
Contango Holdings PLC
Independent Auditor’s Report To The Members Of Contango Holdings Plc
For the year ended 31 May 2024
32
However, the primary responsibility for the prevention and detection of fraud rests with both management and
those charged with governance of the Company.
Our approach was as follows:
•
We obtained an understanding of the legal and regulatory requirements applicable to the Company and
considered that the most significant are the Companies Act 2006, UK adopted International Accounting
Standards, the Listing Rules, the Disclosure Guidance and Transparency Rules, and UK taxation legislation.
•
We obtained an understanding of how the Company complies with these requirements by discussions with
management and those charged with governance.
•
We assessed the risk of material misstatement of the financial statements, including the risk of material
misstatement due to fraud and how it might occur, by holding discussions with management and those
charged with governance.
•
We inquired of management and those charged with governance as to any known instances of non-
compliance or suspected non-compliance with laws and regulations.
•
Based on this understanding, we designed specific appropriate audit procedures to identify instances of
non-compliance with laws and regulations. This included making enquiries of management and those
charged with governance and obtaining additional corroborative evidence as required.
•
We evaluated managements’ incentives to fraudulently manipulate the financial statements and determined
that the principal risks related to management bias in accounting estimates and judgemental areas of the
financial statements. We challenged the assumptions and judgements made by management in respect of
the significant areas of estimation, as described in the key audit matters section.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that are not closely related to events and transactions
reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
Other matters which we are required to address
Following the recommendation of the Audit Committee,
we were appointed by the Company’s Annual General
Meeting (AGM) in August 2024 as auditor of the Company to hold office until the conclusion of the next AGM of
the Company. Our total uninterrupted period of engagement is less than one year covering the period ended 31
May 2024.
The non-
audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or Company
and we remain independent of the Group and the Company in conducting our audit engagement.
Our audit opinion is consistent with the additional report to the Audit Committee.
Contango Holdings PLC
Independent Auditor’s Report To The Members Of Contango Holdings Plc
For the year ended 31 May 2024
33
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the attention
of the Company’s members those matters which we are required to include in an auditor’s report addressed to
them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than
the Company and Company’s members as a body, for our work, for this report, or for the opinions we have
formed.
Matthew Banton (Senior Statutory Auditor)
For and on behalf of Moore Kingston Smith LLP, Statutory Auditor
6
th
Floor
9 Appold Street
London
EC2A 2AP
Contango Holdings PLC
Consolidated Statement of Comprehensive Income
For the year ended 31 May 2024
34
Year ended
31 May 2024
Year ended
31 May 2023
Notes
£
£
Income
Cost of sales
Gross loss
Administrative fees and other expenses
(1,515,661 )
(2,494,196 )
Impairment of Mali exploration licences
12
(23,157 )
(2,101,921 )
Operating loss
(1,538,818 )
(4,596,117 )
Finance expense
(957,416 )
(523,701 )
Loss before tax
(2,496,234 )
(5,119,818 )
Income tax
Loss for the year from continuing
operations
(2,496,234 )
(5,119,818 )
Loss for the year from discontinued
operations
10
(1,927,461 )
(996,001 )
Loss for the period
(4,423,695 )
(6,115,819 )
Loss attributable to owners of Contango
Holdings PLC
(3,799,059 )
(6,709,569 )
Loss attributable to non-controlling interests
(624,636 )
Loss for the period
(4,423,695 )
(6,115,819 )
Other comprehensive income
(30,140 )
Total comprehensive loss for the period
(4,453,835 )
(5,916,416 )
Total comprehensive loss attributable to
owners of Contango Holdings PLC
(3,819,326 )
(6,562,214 )
Total comprehensive loss attributable to
non-controlling interests
25
(634,509 )
Total comprehensive loss for the period
(4,453,835 )
(5,916,416 )
Basic and diluted loss per share from
total operations (pence)
8
(0.78
(1.65
Basic and diluted loss per share from
continuing operations
8
(0.50
(1.23
Basic and diluted loss per share from
discontinued operations
8
(0.28
(0.42
The notes to the financial statements form an integral part of these financial statement
Contango Holdings PLC
Consolidated Statement of Financial Position
As at 31 May 2024
35
Notes
31 May 2024
31 May 2023
(Restated)
31 May 2022
(Restated)
Non-current assets
£
£
£
Investments
11
Intangible assets
12
Property plant and equipment
13
Total non-current assets
Current assets
Other receivables
14
Cash and cash equivalents
16
Total current assets
Disposal Group assets
18
Total assets
Current liabilities
Trade and other payables
17
(1,081,195 )
(1,286,381 )
(503,732 )
Investor loans
17
(4,184,740 )
(1,052,206 )
(1,331,750 )
Total current liabilities
(5,265,935 )
(2,338,587 )
(1,835,482 )
Disposal Group liabilities
18
(1,004,354 )
Total liabilities
(6,270,289 )
(2,338,587 )
(1,835,482 )
Net assets
Equity
Share capital
19
Share premium
19
Shares to be issued
19
Warrant reserve
19
Option reserve
19
Translation reserve
19
Retained earnings
(15,980,533 )
(12,181,474 )
(6,958,510 )
Total equity
attributable to owners of
Contango Holdings
Non-controlling interests
25
Total Equity
The notes to the financial statements form an integral part of these financial statements
.
………………………………
Carl Esprey (Director)
Registered number: 10186111
Contango Holdings PLC
As at
31 May 2024
36
Notes
31 May 2024
31 May 2023
(Restated)
31 May 2022
(Restated)
Non-current assets
£
£
£
Investments
11
1,420,888
1,455,148
1,461,578
Intangible assets
12
-
-
826,451
Subsidiary loans
14
15,866,081
13,720,405
10,084,740
Total non-current assets
17,286,969
15,175,553
12,372,769
Current assets
Other receivables
14
155,345
155,540
47,234
Cash and cash equivalents
16
1
4,382
14,218
Total current assets
155,346
159,922
61,452
Total assets
17,442,315
15,335,475
12,434,221
Current liabilities
Trade and other payables
17
(858,201)
(257,236)
(373,589)
Investor loans
17
(4,184,740)
(1,052,206)
(1,331,750)
Total current liabilities
(5,042,941)
(1,309,442)
(1,705,339)
Net assets
12,399,374
14,026,033
10,728,882
Equity
Share capital
19
5,667,240
4,727,240
3,096,674
Share premium
19
17,285,180
17,332,180
10,900,223
Shares to be issued
19
-
-
400,000
Warrant reserve
19
2,107,277
2,101,664
1,013,815
Option reserve
19
-
-
1,700,505
Translation reserve
19
-
-
(18)
Retained earnings
(12,660,323)
(10,135,051)
(6,382,317)
Total Equity
12,399,374
14,026,033
10,728,882
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not
presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the Parent Company
for the year was £2,525,272 (2023: £5,239,339).
The notes to the financial statements form an integral part of these financial statements
This report was approved by the board and authorised for issue on 22 November 2024 and signed on its behalf by:
………………………………
Carl Esprey
Director
Registered number: 10186111
Contango Holdings PLC
Consolidated Statement of Changes in Equity
For the year ended 31 May 2024
37
Share capital
Share premium
Shares to be issued
Warrant reserve
Option reserve
Translation reserve
Retained earnings
Total Equity of
Owners
Non-controlling
interests
Total
£
£
£
£
£
£
£
£
£
£
Balance as at 31
May 2021
(33,393 )
(4,152,947 )
Prior year
adjustment
(146,995 )
Balance as at 31
May 2021
(restated)
(33,393 )
(4,152,947 )
Loss for the year
(2,805,563 )
(2,805,563 )
(139,093 )
(2,944,656 )
Other
comprehensive
income
Translation
differences
Total
comprehensive
income for the
year
(2,805,563 )
(2,700,477 )
(116,202 )
(2,816,679 )
Transactions with
owners
Share issues
Warrants
exercised
(69,599 )
Warrants issued
Total
transactions with
owners
Balance as at 31
May 2022
(restated)
(6,958,510 )
Loss for the year
(6,709,569 )
(6,709,569 )
(6,115,819 )
Contango Holdings PLC
Consolidated Statement of Changes in Equity
For the year ended 31 May 2024
38
Other
comprehensive
income
Translation
differences
Total
comprehensive
income
for
the
year
(6,709,569 )
(6,562,214 )
(5,916,416 )
Transactions with
owners
Share issues
Share issue costs
(651,377 )
(651,377 )
(651,377 )
Options exercised
(1,700,505 )
Warrants issued
Impairment of Mali
Assets
(400,000 )
(400,000 )
(400,000 )
Total
transactions with
owners
(400,000 )
(1,700,505 )
Balance at 31 May
2023 (restated)
(12,181,474 )
Loss for the year
(3,799,059 )
(3,799,059 )
(624,636 )
(4,423,695 )
Other
comprehensive
income
Translation
differences
(20,267 )
(20,267 )
(9,873 )
(30,140 )
Total
comprehensive
loss for the year
(20,267 )
(3,799,059 )
(3,819,326 )
(634,509 )
(4,453,835 )
Transactions with
owners
Share issues
Share issue costs
(47,000 )
(47,000 )
(47,000 )
Warrants issued
Total
transactions with
owners
(47,000 )
Balance at 31 May
2024
(15,980,533 )
Contango Holdings PLC
For the year ended 31 May 2024
39
Share capital
£
Share
premium £
Shares to
be issued £
Warrant
Reserve
£
Option
reserve £
Translation
reserve £
Retained
earnings £
Total Equity
of Owners £
Balance as at
31 May 2021
2,279,338
8,294,643
400,000
160,074
1,700,505
-
(4,048,020)
8,786,540
Prior year
adjustment
146,995
(146,995)
-
-
-
-
-
-
Balance as at
31 May 2021
(restated)
2,426,333
8,147,648
400,000
160,074
1,700,505
-
(4,048,020)
8,786,540
Loss for the year
-
-
-
-
-
-
(2,334,297)
(2,334,297)
Other
comprehensive
income
Translation
differences
-
-
-
-
-
(18)
-
(18)
Total
comprehensive
loss for the
year
-
-
-
-
(18)
(2,334,297)
(2,334,315)
Transactions
with owners
Share issues
–
cash received
419,091
2,100,909
-
-
-
-
-
2,520,000
Options
exercised
251,250
651,666
-
(69,599)
-
-
-
833,317
Warrants issued
-
-
-
923,340
-
-
-
923,340
Total
transactions
with owners
670,341
2,752,575
-
853,741
-
-
-
4,276,657
3,096,674
10,900,223
400,000
1,013,815
1,700,505
(18)
(6,382,317)
10,728,882
Balance as at
31 May 2022
(restated)
Loss for the year
-
-
-
-
-
-
(5,239,339)
(5,239,339)
Other
comprehensive
income
Translation
differences
-
-
-
-
-
18
-
18
Total
comprehensive
loss for the
year
-
-
-
-
-
18
(5,239,339)
(5,239,321)
Transactions
with owners
Share issues
–
cash received
1,416,666
7,083,334
-
-
-
-
-
8,500,000
Share issue
costs
-
(651,377)
-
-
-
-
-
(651,377)
Options
exercised
213,900
-
-
(1,700,505)
-
1,486,605
-
Warrants issued
-
-
-
1,087,849
-
-
-
1,087,849
Impairment of
Mali Assets
-
-
(400,000)
-
-
-
-
(400,000)
Total
transactions
with owners
1,630,566
6,431,957
(400,000)
1,087,849
(1,700,505)
-
1,486,605
8,536,472
Balance at 31
May 2023
(restated)
4,727,240
17,332,180
-
2,101,664
-
-
(10,135,051)
Contango Holdings PLC
For the year ended 31 May 2024
40
Loss for the year
-
-
-
-
-
-
(2,525,272)
(2,525,272)
Other
comprehensive
income
Translation
differences
-
-
-
-
-
-
-
-
Total
comprehensive
loss for the
year
-
-
-
-
-
-
(2,525,272)
(2,525,272)
Transactions
with owners
Share issues
–
cash received
940,000
-
-
-
-
-
-
940,000
Share issue
costs
-
(47,000)
(47,000)
Warrants issued
-
-
-
5,613
-
-
-
5,613
Total
transactions
with owners
940,000
(47,000)
-
5,613
-
-
-
898,613
Balance at
31 May 2024
5,667,240
17,285,180
-
2,107,277
-
-
(12,660,323)
Contango Holdings PLC
Consolidated Cash Flow Statement
For the year ended 31 May 2024
41
Notes
Year ended
31 May 2024
Year ended
31 May 2023
£
£
Operating activities
Loss after tax
(2,496,234 )
(5,119,818 )
Adjustments for:
Depreciation and amortisation
Share based payment transactions
Loan facility fees
Impairment of listed investment
Impairment of exploration licences
Write off of receivables balance
Changes in working capital
Decrease/(Increase) in trade and other receivables
(164,688 )
(Decrease)/Increase in trade and other payables
24
(205,186 )
Cash used in continuing operating activities
(1,615,830 )
(1,040,382 )
Cash used in discontinued operating activities
(425,790 )
(652,524 )
Decrease in cash from operating activities
(2,041,620 )
(1,692,906 )
Investing activities
Net cash used investing in continuing operating
activity
Net cash used investing in discontinued operating
activity
(1,163,524 )
(5,328,849 )
Net cash outflow from investing activities
(1,163,524 )
(5,328,849 )
Financing activities
Ordinary shares issued
19
Share issue costs
(47,000 )
(651,377 )
Proceeds from investor loans
Net cash generated from financing activities
Decrease in cash and cash equivalents
(104,144 )
(452,402 )
Cash and cash equivalents at the start of the period
Effect of foreign exchange rate changes
(82,452 )
Cash and cash equivalents at the end of the
period
Contango Holdings PLC
For the year ended 31 May 2024
42
Notes
Year
ended
31 May 2024
Year
ended
31 May 2023
£
£
Operating activities
Loss after tax
(2,525,272)
(5,239,339)
Adjustments for:
Share based payment transactions
5,613
1,087,849
Impairment of listed investment
34,260
6,403
Impairment of loan to subsidiary
257,020
2,032,744
Impairment of exploration licence
23,157
826,451
Write off receivables balance
-
5,130
Loan facility fees
924,558
493,701
Changes in working capital
Decrease/(Increase) in trade and other receivables
194
(108,306)
Increase/(Decrease) in trade and other payables
24
600,965
(395,897)
Decrease in cash from operating activities
(679,505)
(1,291,264)
Investing activities
Loans to subsidiaries
(2,402,696)
(5,420,189)
Net cash outflow from investing activities
(2,402,696)
(5,420,189)
Financing activities
Ordinary shares issued
19
940,000
4,190,819
Share issue costs
(47,000)
-
Proceeds from investor loans
2,208,000
2,378,534
Net cash inflow from financing activities
3,101,000
6,569,353
Increase/(Decrease) in cash and cash
equivalents
18,799
(142,100)
Cash and cash equivalents at the start of the period
4,382
14,218
Effect of foreign exchange rate changes
(23,180)
132,264
Cash and cash equivalents at the end of the
period
1
4,382
The notes to the financial statements form an integral part of these financial statements
Contango Holdings Plc
Notes to the Financial Statements
For the year ended 31 May 2024
43
General information
The Parent Company was incorporated in England and Wales under the Laws of England and
The acquisition of the Lubu coalfield project (now known as the Muchesu Mine) by the Parent
Company took place on the 18 June 2020 and the Parent Company
’s shares were readmitted
for trading on the London Stock Exchange. The Parent Company acquired 70% of the shares
of Monaf
Investments (Pvt) Limited (“Monaf”)
, which owns the Muchesu Mine.
On 3 July 2024 the Company announced that it had entered into binding agreements with Huo
Investments (Pvt) Limited to sell 51% of its shareholding in its subsidiary Monaf. Huo
Investments have agreed to invest up to US$20 million in the Muchesu Mine to increase
production capacity and upgrade infrastructure and will pay Contango a royalty based on
production. The royalty will be a minimum of US$2 million per annum for the life of the mine
paid monthly in arrears. The royalty per tonne produced will be as follows: US$2 for thermal
coal; US$4 for industrial coal; and US$8 for coking coal. Huo Investments will also acquire a
Summary of Significant Accounting Policies
The Board has reviewed the accounting policies set out below and considers them to be the
most appropriate to the Group
’s business activities.
Basis of Preparation
Act 2006, and UK adopted International Accounting Standards. The financial statements have
been prepared under the historical cost convention as modified for certain financial assets
’s
accounting policies for the first period beginning on or after the effective date of the
is presented in British Pound Sterling (“£”)
rounded to
the nearest £.
The functional currency of the Group is
The Consolidated Financial Statements comprise the financial statements of the Parent
Company; Monaf Investments Pvt Limited (
“
Monaf
”
) following the Parent
Company’s acquisition
of 70% of
Monaf’s
share capital on 18 June 2020; Contango Gold Mali (“CGM”) following
the
acquisition of 75% of the share capital on 14 October 2020; and Contango Holdings Services
Pty Limited which was incorporated on 12
November 2021 with the Parent Company as the sole
shareholder.
Group obtains control. Control is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect those returns through
its power over an investee, including:
• the contractual arrangement with the other vote holders of the investee;
• rights arising from other contractual arrangements; and
• the Group’
s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of control. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the period are included in the Consolidated Financial
Statements from the date the Group gains control until the date the Group ceases to control the
All intra-group balances, transactions, income and expenses and profits and losses resulting
During the year the Group made a loss from total operations of £4,423,695 (2023: £6,115,819)
and had net cash outflows of £104,144 (2023: £452,403). Net assets also declined by
£3,555,222 over the period to £10,612,516 (2023: £14,167,738).
However, the Group has announced subsequent to the year-end that it has entered into
binding agreements with Huo Investments (Pvt) Limited to sell 51% of its shareholding in its
subsidiary Monaf. Huo Investments have agreed to invest up to US$20 million in the Muchesu
Mine to increase production capacity and upgrade infrastructure and will pay Contango a
royalty based on production. The royalty will be a minimum of US$2 million per annum. Huo
Investments will also acquire a 20% shareholding in Contango for US$2 million. The US$2
million will be used by Contango to pay creditors and provide working capital to the Group. On
18 July 2024 the Company announced that it had already received US$1 million from Huo
Investments.
The Directors believe that the US$2m will be sufficient funds to cover ongoing running costs
until the Muchesu mine is making regular cash sales and the Company is receiving regular
royalty payments based on production. However, the Company still has outstanding investor
loans of £4,184,740 as at 31 May 2024, all of which are now overdue for repayment and
repayable on demand. In the event that multiple investors demanded their loans be repaid at
the same time the Company would not have sufficient funds to accommodate this. Whilst
noting that this is a possibility, the Company maintains regular contact with the lenders (all of
whom are supportive shareholders) and considers that investors demanding immediate
repayment of their loans is unlikely.
However due to the inherent uncertainties associated with the development of mining assets
neither the financial success of the Muchesu Mine, nor the raising of any further finance, can
be guaranteed. Whilst the Directors are confident that the Muchesu Mine will soon be
consistently revenue generating, this is not guaranteed and hence in the audit report there is
a disclaimer of opinion in respect of going concern. However, the Directors have, at the time
of approving the financial statements, a reasonable expectation that the Group will have
adequate resources to continue in operational existence for the foreseeable future, which is
defined as twelve months from the signing of this report. For this reason, the Directors continue
d)
Standards and interpretations issued but not yet applied
Below is a list of new and revised IFRSs that are not yet mandatorily effective (but allow early
application) for the year ended 31 May 2024 and have not been early adopted by the Group.
These standards are not expected to have a material impact on the Group in the future reporting
periods and on foreseeable future transactions.
Effective periods | |
IFRS accounting standards | beginning on or after |
Amendments to IAS 1 Presentation of Financial Statements: | 1 January 2024 |
Classification of Liabilities as Current or Non-current and Non- | |
current Liabilities with Covenants | |
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 | 1 January 2024 |
Financial Instruments: Disclosures: Supplier Finance | |
Arrangements | |
IFRS S1 General Requirements for Disclosure of Sustainability- | 1 January 2024 |
related Financial Information | |
IFRS S2 Climate-related disclosures | 1 January 2024 |
Amendments to IAS 21 The Effects of Changes in Foreign | 1 January 2025 |
Exchange Rates: Lack of Exchangeability | |
IFRS 18 Presentation and Disclosures in Financial Statements | 1 January 2027 |
There were no new or amended standards adopted in the year that were relevant to the Group.
Taxation
In future years when tax
will be payable it will be based on the taxable profit for the period.
Taxable profit differs from net profit as reported in the income statement because it excludes
items of income or expense that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Group
’s liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by the reporting
date.
reporting date between the tax basis of assets and liabilities and their carrying amounts for
financial reporting purposes. Deferred tax liabilities are recognised in full for all temporary
differences. Deferred tax assets are recognised for all deductible temporary differences
carried forward of unused tax credits and unused tax losses to the extent that it is probable
that taxable profits will be available against which the deductible temporary differences, and
carry-forward of unused tax credits and unused losses can be utilised. The carrying amount
of deferred tax assets is assessed at each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profits will be available to allow all or part of the
deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each
reporting date and are recognised to the extent that is probable that future taxable profits will
Intangible Assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation assets when it determines
that those assets will be successful in finding specific mineral resources. Expenditure
included in the initial measurements of exploration and evaluation assets and which are
classified as intangible assets relate to the acquisition of rights to explore, exploratory drilling,
sampling and activities to evaluate the technical feasibility and commercial viability of
extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the
mining property is capable of commercial production.
Exploration and evaluation assets are not subject to amortisation but are assessed annually
for impairment. The assessment is carried out by allocating exploration and evaluation assets
to cash generating units (“CGU’s”), which are based on specific projects or geographical
areas. The CGUs are then assessed for impairment using a variety of methods including
those specified in IFRS 6.
Whenever the exploration for and evaluation of mineral resources in income generating units
does not lead to the discovery of commercially viable quantities of mineral resources and the
Group has decided to discontinue such activities of that unit, the associated expenditures are
Exploration and evaluation assets recorded at fair-value on acquisition
Exploration assets which are acquired are recognised at fair value. When an acquisition of
an entity whose only significant assets are its exploration asset and/or rights to explore, the
Directors consider that the fair value of the exploration assets is equal to the consideration.
Any excess of the consideration over the capitalised exploration asset is attributed to the fair
Property, plant and equipment
All items of property, plant and equipment are stated at historical cost less depreciation and
impairment. Historical cost includes expenditure that is directly attributable to the acquisition.
Subsequent costs are
included in the asset’s carrying value when it is considered
probable
that future economic benefits associated with the item will flow to the Group and the cost of
the item can be measured reliably. Depreciation is charged to the profit or loss on a straight-
line basis as follows:
Motor vehicles 20% - 33.3%
The assets’ residual values and useful lives are reviewed, and adjusted
if appropriate, at each
reporting date. Gains and losses on disposals are determined by comparing proceeds with
carrying amount and are included in profit or loss.
Whenever events or changes in circumstance indicate that the carrying amount of an asset
may not be recoverable an asset is reviewed for
impairment. An asset’s carrying value is
written down to its estimated recoverable amount (being the higher of the fair value less costs
to sell
Financial Instruments
The Group applies IFRS 9 which sets out requirements for recognising and measuring
financial assets and financial liabilities. A financial instrument is any contract that gives rise
to a financial asset of one entity and a financial liability or equity instrument of another.
cost, fair value through other comprehensive income (FVTOCI) or fair value through profit or
As at the reporting date the Group holds no financial assets or investments other than cash
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the Group are classified according to
the substance of the contractual arrangements entered into and the definitions of a financial
liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of the
Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds
Trade and other payables are initially measured at fair value, net of transaction costs, and
are subsequently measured at amortised cost, where applicable, using the effective interest
The Group derecognises financial liabilities when, and only when, the Group
’s obligations
Cash and cash equivalents comprises cash held in bank accounts and in petty cash floats
Warrants classified as equity are recorded at fair value as of the date of issuance in the
Consolidated and Company Statements of Financial Position and no further adjustments to their
valuation are made. Management estimates the fair value of these liabilities using the Black
Scholes option pricing model and assumptions that are based on the individual characteristics
of the warrants or instruments on the valuation date, as well as assumptions for future financing,
j)
Options
Options classified as equity are recorded at fair value as of the date of issuance in the
Consolidated and Company Statements of Financial Position and no further adjustments to
their valuation are made. Management estimates the fair value of these instruments using the
Black Scholes option pricing model and assumptions that are based on the individual
characteristics of the options or instruments on the valuation date, as well as assumptions for
future financing, expected volatility, expected life, yield, and risk-free interest rate as detailed
in note 20.
Financial Risk Management Objectives and Policies
The Group
’s
significant financial instruments include bank balances, trade payables and
accruals. Details of these financial instruments are disclosed in respective notes. The risks
associated with these financial instruments, and the policies on how to mitigate these risks are
set out below. The management manages and monitors these exposures to ensure appropriate
measures are implemented on a timely and effective manner.
–
the Group raises funds as required on the basis of budgeted expenditure and
inflows. When funds are sought, the Group balances the costs and benefits of equity and debt
Transactions in foreign currencies are translated to the functional currency (British Pound
Sterling) at the exchange rates ruling at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies at the reporting date are retranslated to the
functional currency at the exchange rate at that date. Exchange differences arising on the
retranslation of balances at the year-end are recognised in other comprehensive income whilst
m) Listed investments
therein recognised in profit or loss. However, where an investment is traded infrequently and a
true market value is difficult to measure the Group has decided that it is prudent to measure the
Convertible debt and investor loans
Convertible loan notes where conversion into equity is mandatory but the price is based upon
Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the
estimated selling price in the ordinary course of business, less the estimated costs of completion
and selling expenses. The cost of inventories is based on the FIFO principle and includes
expenditure incurred in acquiring the inventories and bringing them to their existing location and
Assets held for sale
Non-current assets (or disposal groups) are classified as assets held for sale when their carrying
amount is to be recovered principally through a sale transaction and a sale is considered highly
probable. They are stated at the lower of carrying amount and fair value less costs to sell and
are presented separately in the income statement as discontinued operations, and the
associated assets and liabilities of the disposal group are presented as separate line items in
the Consolidated Statement of Financial Position as Group disposal assets and Group disposal
Key accounting judgements and sources of estimation uncertainty
The preparation of financial statements in conformity with UK-adopted International Accounting
Standards requires management to make estimates and assumptions that affect the reported
amounts of income, expenditure, assets and liabilities. Estimates and judgements are
continually evaluated, including expectations of future events to ensure these estimates to be
reasonable.
The estimates and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the results of which
form the basis of making the judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these estimates.
Key accounting judgements
a) Going concern
The use of the going concern basis of preparation is assessed to be a significant judgement
which is detailed in accounting policy note 2 c.
Impairment of intangible assets
–
exploration and evaluation costs
Exploration and evaluation costs and mine development costs (moved to Assets Held for Sale)
have a carrying value as at 31 May 2024 of £14,259,569. When assessing whether there are
any indicators of impairment management consider the licence expiry dates. Licences have
durations of between 1 and 25 years and the Group has a right to renew exploration and mining
licences.
No amortisation will be applied to the assets until commercial extraction of the resource
commences.
Management tests for impairment indicators annually whether exploration projects have future
economic value. Specifically at 31 May 2024 the Directors have considered the following in their
impairment assessment:
•
The Group has the right to explore and mine in the area covered by the licence in
Zimbabwe until 2043 and has the right to renew upon expiry;
•
The mine is in the development stage and limited bulk sample sales have been made
during the year;
•
Subsequent to the year end a majority stake in the Muchesu Mine has been sold to Huo
Investments for a royalty based on production - worth a minimum of US$2 million per
annum for the life of the mine (see note 21);
•
Exploration activity to date has indicated the presence of commercially viable quantities
of mineral resources - or initial findings that warrant further exploratory work; and
•
There is no indication at present that the carrying value of the mining asset in Zimbabwe
exceeds the value that could be extracted from this when it is taken into full production.
The results of actual or future mining test will be taken into consideration when evaluating the
c)
Recoverability of Loans to Subsidiaries
Following the Group’s adoption of IFRS 9 it has assessed the likelihood that the loans advanced
by the Parent Company to its operating subsidiaries in Zimbabwe and Mali will not be repaid.
Repayment is dependent upon successful monetisation of the
Group’s exploration assets in
those countries. Given the recent
announcement of the sale of 51% of the Group’s stake in
Monaf Investments and the investment in plant upgrades by Huo Investments, the Directors feel
that there is no reason to believe that the Monaf loan will not be repaid. Discussions with Huo
Investments regarding the repayment of the loans made by both parties to Monaf are currently
ongoing but it is likely that repayment of the loans will start 18 months after commencement of
commercial operations. With regards to the Mali loan the Directors believe that while there is
still a reasonable possibility that the assets can be sold to interested third parties with the
proceeds used to repay the loan it was prudent to provide for the loan in the prior year.
d) Valuation of Warrants
The Group use Black Scholes valuation models to value warrants issued during the year. These
require judgement to be used by management as to the variables used to populate the model.
e)
Disposal group (asset held for sale)
51% of the Group’s 70%
holding in Monaf is in the process of being sold to Huo Investments
(Private) Limited in return for a royalty based on production worth a minimum of $2 million a
year. A binding agreement was announced on 3 July 2024 and all local approvals for the share
transfer to Huo Investments are expected to be obtained within the next few months.
Consequently Monaf Investments has been categorised as a disposal group (asset held for
Segment Reporting
The directors consider that the Group’s c
ontinuing activities comprise two business and
geographic segments, head office in the UK and mine development in Africa.
Head office | Mine | Total | |
(UK) | development | ||
(Africa) | |||
£ | £ | £ | |
Year ended 31 May 2024 | |||
Administration fees | (2,281,864) | (185,600) | (2,467,464) |
Impairment of intangible | |||
assets | - | (23,157) | (23,157) |
Warrant issue costs | (5,613) | - | (5,613) |
Loss for the year from | |||
continuing operations | (2,287,477) | (208,757) | (2,496,234) |
Year ended 31 May 2023 | |||
Administration fees | (1,673,567) | (256,481) | (1,930,048) |
Impairment of intangible | |||
assets | - | (2,101,921) | (2,101,921) |
Warrant issue costs | (1,087,849) | - | (1,087,849) |
Loss for the year from | |||
continuing operations | (2,761,416) | (2,358,402) | (5,119,818) |
The segment assets and liabilities at 31 May and the capital expenditure for the year then ended
are as follows:
Discontinued | ||||
mine | ||||
Head office | Dormant | development | ||
(UK) | (Mali) | (Zimbabwe) | Group | |
£ | £ | £ | £ | |
2024 | ||||
Non-current assets | 5,811 | 43,670 | 16,546,990 | 16,596,471 |
Liabilities | (5,046,483) | (219,452) | (1,004,354) | (6,270,289) |
Capital Expenditure - | - | - | (186,008) | (186,008) |
PPE |
Capital Expenditure – | - | - | (977,516) | (977,516) |
intangible assets | ||||
Impairment Loss – | - | (23,157) | - | (23,157) |
Income Statement | ||||
2023 | ||||
Non-current assets | 40,071 | 86,831 | 16,086,831 | 16,213,733 |
Liabilities | (1,309,442) | (107,809) | (921,336) | (2,338,587) |
Capital Expenditure - | - | - | (1,885,763) | (1,885,763) |
PPE | ||||
Capital Expenditure – | - | - | (3,443,086) | (3,443,086) |
intangible assets | ||||
Impairment Loss – | - | (2,101,921) | - | (2,101,921) |
Income Statement |
Non-current assets comprise exploration and development assets, property plant and
Staff numbers and costs
The average number of persons employed (including directors) during the financial year,
analysed by category, was as follows:
31 May 2024 | 31 May 2023 | |||
Group | Company | Group | Company | |
Directors | 4 | 4 | 4 | 4 |
Senior management | 7 | - | 7 | - |
Staff | 22 | - | 74 | - |
33 | 4 | 85 | 4 | |
The aggregate personnel costs were
as follows:
31 May 2024 | 31 May 2023 | |||
Group | Company | Group | Company | |
£ | £ | £ | £ | |
Directors’ fees | 120,000 | 120,000 | 104,000 | 104,000 |
Staff salaries | 574,803 | - | 588,052 | - |
Total personnel costs | 694,803 | 120,000 | 692,052 | 104,000 |
Contango Holdings Plc
Notes to the Financial Statements
For the year ended 31 May 2024
52
Loss before tax
Loss before income tax is stated after | ||
charging: | Year | Year |
ended | ended | |
31 May 2024 | 31 May 2023 | |
£ | £ | |
Warrant charge | 5,613 | 1,087,849 |
Foreign exchange differences | 327 | 117,391 |
Depreciation | 45,487 | 46,015 |
Auditor’s remuneration
The analysis of auditor’s remuneration is as | ||
follows: | Year | Year |
ended | ended | |
31 May 2024 | 31 May 2023 | |
£ | £ | |
Fees payable to the Company’s auditor and | ||
their associates for the audit of the | ||
Company’s annual accounts | 75,000 | 49,000 |
Fees payable to the component auditor for | ||
t he audit of the Company’s subsidiary | 5,504 | 6,053 |
Loss per Ordinary Share
The calculation of the basic and diluted loss per Ordinary Share is based on the following data:
Year | Year | |
ended | ended | |
31 May | 31 May | |
2024 | 2023 | |
Earnings | ||
Loss from operations for the period attributable | ||
to the equity holders of the Parent Entity | (3,799,059) | (6,709,569) |
Loss from continuing operations for the period | ||
attributable to the equity holders of the Parent | ||
Entity | (2,449,836) | (4,993,484) |
Loss from discontinued operations for the period | ||
attributable to the equity holders of the Parent | ||
Entity | (1,349,223) | (1,716,085) |
Number of Ordinary Shares | ||
Weighted average number of Ordinary Shares | ||
for the purpose of basic and diluted earnings per | ||
Ordinary Share (number) | 485,858,270 | 407,081,986 |
Basic and diluted loss per Ordinary Share | ||
(pence) | (0.78) | (1.65) |
Basic and diluted loss per Ordinary Share | ||
(pence) on continuing activities | (0.50) | (1.23) |
Basic and diluted loss per Ordinary Share | ||
(pence) on discontinued activities | (0.28) | (0.42) |
Due to the loss in both years the warrants in issue are anti-dilutive.
Contango Holdings Plc
Notes to the Financial Statements
For the year ended 31 May 2024
53
Income tax
The taxation charge for the year can be reconciled to the profit/(loss) per the Statement of
Comprehensive Income as follows:
Year ended | Year ended | |
31 May 2024 | 31 May 2023 | |
£ | £ | |
Loss before tax | (2,496,234) | (5,119,818) |
Tax at UK corporation tax rate of 25% (2023: | (624,059) | (1,279,955) |
25%) | ||
Less: | ||
Tax effect of expenses that are not | 98,322 | 797,096 |
deductible for tax purposes | ||
Tax effect of UK losses not recognised | 525,737 | 482,859 |
Income tax recognised in profit or loss | - | - |
against future profits. The Group has Zimbabwe tax losses of approximately US$12,048,861
(2023: US$8,348,232) to carry forward against future profits. The Directors have not recognised
Discontinued activities
The single line item
discontinued operations in 2024 represents the Group’s share in the loss of
Monaf Investments (Pvt) Limited that is in the process of being sold post year end.
Year ended | Year ended | |
31 May 2024 | 31 May 2023 | |
£ | £ | |
Revenue | 64,218 | - |
Cost of sales | (408,548) | - |
Gross loss | (344,330) | - |
Administrative fees and other expenses | (1,583,131) | (1,716,085) |
Operating loss | (1,583,131) | (1,716,085) |
Finance expense | - | - |
Loss before tax | (1,927,461) | (1,716,085) |
Income tax | - | - |
Loss for the year from discontinued | ||
operations | (1,927,461) | (1,716,085) |
There were cash outflows of £1,589,314 from discontinued operations relating to Monaf
Investments
Contango Holdings Plc
Notes to the Financial Statements
For the year ended 31 May 2024
54
Investments
31 May 2024 | 31 May 2023 | |||
Group | Company | Group | Company | |
£ | £ | £ | £ | |
Monaf Investments | ||||
(Pvt) Limited | - | 1,413,100 | - | 1,413,100 |
Contango Gold Mali | ||||
Sarl | - | 1,922 | - | 1,922 |
Contango Holdings | ||||
Services Pty Limited | - | 55 | - | 55 |
Waraba Gold Limited | 5,811 | 5,811 | 40,071 | 40,071 |
5,811 | 1,420,888 | 40,071 | 1,455,148 | |
Country of | ||||
Incorporation | ||||
and principal | ||||
Proportion | place of | |||
Subsidiary | Held | business | Nature of Business | |
Monaf Investments (Pvt) Ltd | 70% | Zimbabwe | Mine development | |
Contango Gold Mali | 75% | Mali | Dormant | |
Contango Holdings Services Pty | 100% | Australia | Treasury services | |
Ltd | ||||
The investment in Waraba Gold Ltd (a company listed on the Toronto Stock Exchange)
consists of 675,000 ordinary shares and 378,000 warrants. These were purchased for a
combined amount of CAD106,300 or CAD0.1575 per share. As at 31 May 2024 the shares
were trading at CAD0.015 per share. Consequently the value of the investment was impaired
to reflect the fall in the market value of Waraba Gold. The warrants expired in 2022.
Intangible assets
Year | Year | |
ended | ended | |
31 May | 31 May | |
2024 | 2023 | |
£ | £ | |
At start of period | 13,301,480 | 11,936,206 |
Additions – during year | 977,516 | 4,058,078 |
Reclassification as plant & equipment | - | (614,992) |
Foreign exchange movements | (19,427) | 24,109 |
Impairment of Mali licences | - | (2,101,921) |
Reclassification to disposal group | (14,259,569) | - |
Total | - | 13,301,480 |
Mining rights Zimbabwe (Muchesu Licence) | - | 13,301,480 |
Mining rights Mali (Garalo Licence) | - | - |
Mining rights Mali (Nthiela Licence) | - | - |
- | 13,301,480 |
The intangible assets are held at cost and represent the mining rights and technical information
acquired when the Group acquired its 70% shareholding in Monaf Investments (Pvt) Limited on
18 June 2020 and exploration and evaluation and development expenditure in subsequent
years; its 75% share in the Garalo gold licence in Mali bought for $1 million on 22 October 2020;
and its 100% share in the Nthiela gold licence (adjacent to Garalo) in Mali. The Nthiela licence
was acquired for approximately £750,000
–
being €400,000
(£346,517) in cash and 4,000,000
ordinary shares at £0.10 to be issued.
The Nthiela gold licence is still held in the name of Samagold Resources SARL (a subsidiary
of the vendor - Africain Mineral Exploration Resources Mali SARL) pending the formal transfer
by the Mali Ministry of Mining. The cash element paid (£346,517) together with the £400,000 of
shares to be issued are currently held on the parent company balance sheet until the transfer
is completed.
The decision was made by management to fully impair the Garalo and Nthiela licences in Mali
to £nil due to the expiry of the Garalo licence in April 2023 and the Nthiela licence in August
2024; uncertainty surrounding possible changes to the Mali Mining Code; and the belief that the
best use of all available financial resources going forwards is the continued development of the
Muchesu coal mine in Zimbabwe. Consequently an impairment charge of £1,701,921 was
posted during the prior year to the Income Statement and £400,000 against the Shares to be
Property Plant and Equipment
Motor | Plant and | Office | Total | |
Vehicles | Equipment | Equipment | ||
£ | £ | £ | £ | |
Cost | ||||
At 1 June 2023 | 772,953 | 2,559,855 | 11,231 | 3,344,039 |
Additions | - | 184,405 | 1,603 | 186,008 |
Disposals | - | (524) | - | (524) |
Exchange | ||||
differences | (9,450) | (58,617) | 63 | (68,004) |
Reclassification | ||||
to disposal | ||||
group | (680,253) | (2,597,041) | (10,162) | (3,287,456) |
At 31 May 2024 | 83,250 | 88,078 | 2,735 | 174,063 |
Accumulated | ||||
Depreciation | ||||
At 1 June 2023 | 219,603 | 247,577 | 4,677 | 471,857 |
Charge for | ||||
period | 161,289 | 494,051 | 3,231 | 658,571 |
Reclassification | ||||
to disposal | ||||
group | (297,642) | (696,913) | (5,480) | (1,000,035) |
At 31 May 2024 | 83,250 | 44,715 | 2,428 | 130,393 |
Net Book Value | ||||
At 31 May 2024 | - | 43,363 | 307 | 43,670 |
At 31 May 2023 | 553,350 | 2,312,278 | 6,554 | 2,872,182 |
Contango Holdings Plc
Notes to the Financial Statements
For the year ended 31 May 2024
56
Other receivables
2024 | 2024 | 2023 | 2023 | |
Group | Company | Group | Company | |
£ | £ | £ | £ | |
Non-current | ||||
Subsidiary loans | - | 15,866,081 | - | 13,720,405 |
- | 15,866,081 | - | 13,720,405 | |
Current | ||||
Prepayments | 28,545 | 23,351 | 29,849 | 24,594 |
Other receivables | 135,840 | 131,994 | 187,051 | 130,946 |
164,385 | 155,345 | 216,900 | 155,540 |
The loans made to the Group
’s subsidiaries (Monaf and Contango Gold Mali) are for the
purpose of funding the development of the mining assets held by those entities. The loans are
interest free and repayable on demand. The loan to Contango Gold Mali was fully impaired in
Categories of financial instruments
2024 | 2024 | 2023 | 2023 | |
Group | Company | Group | Company | |
£ | £ | £ | £ | |
Financial assets at | ||||
amortised cost | ||||
Cash and cash equivalents | 1,166 | 1 | 75,692 | 4,382 |
Loan to Monaf Investments | - | 15,866,081 | - | 13,487,858 |
Loan to Contango Holdings | ||||
Services Pty Limited | - | - | - | 232,547 |
Investments | 5,811 | 1,420,888 | 40,071 | 1,455,148 |
Financial liabilities at | ||||
amortised cost | ||||
Trade and other payables | 1,081,195 | 858,201 | 1,286,381 | 257,236 |
Investor loans | 4,184,740 | 4,184,740 | 1,052,206 | 1,052,206 |
overall responsibility for the determination of the Group’s risk management
objectives and policies. It meets periodically to review the effectiveness of the processes put in
place and the appropriateness of the objectives and policies it sets. The overall objective of the
Board is to set policies that seek to reduce risk as far as possible without unduly affecting the
Group
’s competitiveness and flexibility
.
The Group
’s principal financial instruments comprise cash and trade and other payables. It is,
and has been throughout the year under review, the Group
’s policy that no trading in financial
instruments shall be undertaken. The main risks arising from the Group
’s financial instruments
are liquidity risk, price risk, foreign exchange risk and to a lesser extend credit risk. The Board
reviews and agrees policies for managing each of these risks and they are summarised below.
Prudent liquidity risk management implies maintaining sufficient cash reserves to fund the
Group
’s
exploration, development and production activities. Management prepares and
monitors forecasts of the Company’s cash flows and cash balances monthly and ensures that
the Group maintains sufficient liquid funds to meet its expected future liabilities. The Group may
raise funds in discrete tranches to provide sufficient cash resources to manage the activities
through to profitability.
The key element of the maturity analysis is the investor loans of £4,184,740 which are repayable
Price risk
Although the future royalty stream is based on production per tonne the Group is still exposed
to fluctuating prices of commodities, including coal and coke, if falls in prices mean the new
operators of the Muchesu Mine decide to reduce production.
The Group operates in a number of overseas jurisdictions and carries out transactions in a
number of currencies including British pound sterling (currency symbol: GBP or GBP£) and
United States dollar (currency symbol: USD or US$).
The Group does not have a policy of using
hedging instruments but will continue to keep this under review. The Group operates foreign
The Group minimises its credit risk by profiling all new customers and insisting on payment up
front for first orders of coal. Both sales made during the year involved payment before coal left
the mine site. As at 31 May 2024 there were no trade receivables outstanding.
It is Group policy not to provide loans of any sort to third parties, and loans provided to
subsidiaries are monitored regularly for signs of impairment. Indicators of impairment include
factors such as a loss of exploration licences, increased political risk within a foreign jurisdiction
or anticipated inability of a subsidiary to repay the loan. This process lead the Board to conclude
that the loan to Contango Gold Mali should be fully impaired in the prior year and the loan to
Contango Holdings Services be fully impaired in the current year.
The credit risk on liquid funds is low as the counterparts are banks with high credit ratings
assigned by international credit rating bodies. The majority of the Group’s cash holdings are
held at Westpac Bank in Australia and CABS Bank in Zimbabwe (part of the Old Mutual Group)
which both have A+ credit ratings. The carrying value of both financial assets and liabilities
Cash and Cash Equivalents
2024 | 2024 | 2023 | 2023 | |
Group | Company | Group | Company | |
£ | £ | £ | £ | |
Cash at Bank | 1,166 | 1 | 75,692 | 4,382 |
Trade and other payables
2024 | 2024 | 2023 | 2023 | |
Group | Company | Group | Company | |
£ | £ | £ | £ | |
Trade payables | 536,127 | 318,526 | 1,142,510 | 113,829 |
Accruals and other payables | 545,068 | 539,675 | 143,871 | 143,407 |
1,081,195 | 858,201 | 1,286,381 | 257,236 | |
Investor loans | 4,184,740 | 4,184,740 | 1,052,206 | 1,052,206 |
5,265,935 | 5,042,941 | 2,338,587 | 1,309,442 |
The prior year investor loans included a facility fee of 25% of the principal amount. Since
conversion of the loan notes was mandatory but the price was based upon the prevailing
market price at the time of conversion they were treated as debt. The prior year investor loans
totalled £860,861. Combined with facility fees of 25% they amounted to £1,052,206 owed to
investors.
During the current financial year a further £2,308,000 has been loaned by investors. Combined
with facility fees of 25% they amounted to a further £3,257,534 owed to investors. However,
£37,500 of loans were repaid in shares as part of the April 2024 placement and £87,500 were
repaid in cash from the placement proceeds leaving the net increase in outstanding loans at
Asset held for sale
Year ended | |
31 May 2024 | |
£ | |
Assets of disposal group classified as | |
held for sale | |
Property, plant and equipment (Note 13) | 2,287,421 |
Intangible assets (Note 12) | 14,259,569 |
Cash at bank | 24,690 |
Other current assets | 96,093 |
Total | 16,667,773 |
Liabilities of disposal group classified as | |
held for sale | |
Other current liabilities | (1,004,354) |
Net assets of disposal group classified as | |
held for sale | 15,663,419 |
On 3 July 2024 the Company announced that it had entered into binding agreements with Huo
Investments (Pvt) Limited to sell 51% of its shareholding in its subsidiary Monaf Investments
(Pvt) Limited. Huo Investments have agreed to invest up to US$20 million in the Muchesu Mine
to increase production capacity and upgrade infrastructure and will pay Contango a royalty
based on production. The royalty will be a minimum of US$2 million per annum and Huo
Investments will be responsible for all running costs going forwards. Contango will retain a 24%
holding in Monaf Investments. Our investment in Monaf Investments (Pvt) Limited will be
accounted for as an associate.
Before completion can occur various consents have to be obtained from the Zimbabwe
Reserve Bank and the Zimbabwe Investment and Development Agency. The Directors
Share capital
Number of | ||||
Ordinary | ||||
Shares | ||||
issued and | Share | Total Share | ||
fully paid | Capital | Share Premium | Capital | |
£ | £ | £ | ||
As at 1 June 2023 | 472,724,023 | 4,580,245 | 17,479,175 | 22,059,420 |
Prior period adjustment | - | 146,995 | (146,995) | - |
(see Note 23) | ||||
As at 1 June 2023 | 472,724,023 | 4,727,240 | 17,332,180 | 22,059,420 |
(restated) | ||||
Shares issued | 94,000,000 | 940,000 | - | 940,000 |
Less share issue costs | - | - | (47,000) | (47,000) |
As at 31 May 2024 | 566,724,023 | 5,667,240 | 17,285,180 | 22,952,420 |
The Ordinary Shares issued by the Parent Company have par value of 1p each and each Ordinary
Share carries 1 vote on a poll vote. The authorised share capital of the Parent Company is £7,220,000
ordinary shares at £0.01 per share resulting in 722,000,000 ordinary shares.
On 11 April 2024 Contango issued 94,000,000 new ordinary shares in a placing at a price of 1p per
share. This raised £940,000 (before costs). £855,500 of this placement was for cash proceeds (including
conversion of £37,500 of investor loans), whilst £47,000 was payment of commissions with equity.
Share Capital
–
Represents the nominal value of ordinary shares issued.
Share Premium
–
Represents the amount in excess of nominal value received from the issue of ordinary
shares less share issue costs.
–
Represents the 4,000,000 ordinary shares at £0.10 that are due to be issued to
the vendor of the Nthiela licence as part of the acquisition cost to the Group. These were impaired in
Warrant reserve
–
Represents the fair value of the issuance of warrants , net of issue costs. This will be
transferred to share capital and the share premium account upon the exercise of the warrants.
Option reserve
–
Represents the fair value of the issuance of performance share options , net of issue
costs. This will be transferred to share capital and share premium account upon the exercise of the
options.
Retained Earnings
–
Represents
the entity’s accumulated
losses.
Foreign currency translation reserve
–
Represents the gains/losses arising on translating the assets and
liabilities of overseas operations into the
Warrants
At the beginning of the year ended 31 May 2024 the Group had the following warrants
outstanding:
Number | Exercise | Vesting Date | Expiry Date | Fair Value of |
Price | Individual | |||
Warrant | ||||
41,666,666 | £0.12 | 24 Nov 2021 | 24 Nov 2024 | £0.033 * |
62,500,000 | £0.09 | 07 Nov 2022 | 06 Nov 2025 | £0.014** |
8,333,334 | £0.08 | 12 Jul 2022 | 11 Jul 2024 | £0.011*** |
2,083,333 | £0.08 | 03 Mar 2022 | 02 Mar 2025 | £0.031**** |
2,776,389 | £0.06 | 07 Nov 2022 | 06 Nov 2025 | £0.022***** |
117,359,722 |
Granted | ||||
during the | ||||
year | ||||
4,700,000 | £0.01 | 11 Apr 2024 | 10 Apr 2027 | £0.0012****** |
122,059,722 |
The fair value of warrants were calculated using the Black Scholes valuation model. The inputs
used were as follows:
•
The Contango Holdings Plc share price on the day the warrants were issued;
•
The exercise price of the warrants;
•
Price volatility based on the standard deviation of the last 20 days of daily closing prices;
•
A zero % dividend rate; and
•
A risk free rate using the three year UK bond yield on the day the warrants were issued.
*
Share price on issue: £0.064 / volatility applied: 76.5% / risk free rate: 1.51%
**
Share price on issue: £0.059 / volatility applied: 52% / risk free rate: 3.17%
***
Share price on issue: £0.057 / volatility applied: 52% / risk free rate: 3.25%
****
Share price on issue: £0.071 / volatility applied: 52% / risk free rate: 3.17%
*****
Share price on issue: £0.059 / volatility applied: 52% / risk free rate: 3.17%
******
Contango Holdings Plc
Notes to the Financial Statements
For the year ended 31 May 2024
61
Events after the reporting date
On 3 July 2024 the Company announced that it had entered into binding agreements with Huo
Investments (Pvt) Limited to sell 51% of its shareholding in its subsidiary Monaf Investments
(Pvt) Limited. Huo Investments have agreed to invest up to US$20 million in the Muchesu Mine
to increase production capacity and upgrade infrastructure and will pay Contango a royalty
based on production. The royalty will be a minimum of US$2 million per annum. Huo
Investments will also acquire a 20% shareholding in Contango Holdings for US$2 million. The
US$2 million will be used by Contango to pay creditors and provide working capital to the Group.
On 18 July 2024 the Company announced that it had already received US$1 million from Huo
Related Party Transactions
Several of the directors hold shares and warrants as disclosed on page 21
in the Directors‘
Remuneration Report. Oliver Stansfield works as a consultant for Tavira Securities Limited and
is a director of the Company. Tavira Securities acts as the broker to the Group and are paid an
annual retainer of £30,000 (2023: £30,000) per annum.
As at 31 May 2024 £4,399 (2023: £4,399) was owed by Waraba Gold (a company of which
Carl Esprey is a director) for expenses paid on its behalf by the Group.
£26,371 (2023: £22,439) is owed to Perfect Selection Lda (a company of which Carl Esprey is
a director) for office rent and associated costs. This was paid subsequent to the year end.
During the year Oliver Stansfield loaned the Company £168,000 (2023: £nil). This was all
outstanding at the year end. £5,000 was repaid subsequent to the year end. A facility fee of
25% applies to the loan.
During the year Carl Esprey loaned the Company £10,000 (2023: £nil). This was all
outstanding at the year end. This was repaid subsequent to the year end.
During the year Gordon Thompson loaned the Company £5,000 (2023: £nil). This was all
outstanding at the year end. This was repaid subsequent to the year end.
During the year David Hill (CFO) loaned the Company £35,000 (2023: £nil). This was all
outstanding at the year end. A facility fee of 25% applies to the loan.
During the year the Company advanced Monaf Investments £2,378,223 (2023: £5,667,904) to
fund development of the Muchesu coal mine. The balance on the loan at the year end was
£15,866,081 (2023: £13,720,405).
The Company advanced Contango Gold Mali £nil (2023: £349,432) to cover operating costs.
The Contango Gold Mali loan was fully impaired at 31 May 2023 and 2024.
The Monaf Investments loan accrues interest at a rate of zero % until the Muchesu Mine enters
the production phase - whereupon interest will be charged at 5% per annum. The loan is
repayable by Monaf Investments within 40 business days of receiving written notice from
Share issue costs
–
prior period adjustment
The financial statements have been restated to correct the misposting of share issue costs from
the year ended 31 May 2021 from share capital to share premium. The result of this is that share
capital increases by £146,995 and share premium decreases by the same amount. The effect
Contango Holdings Plc
Notes to the Financial Statements
For the year ended 31 May 2024
62
Net Debt
Reconciliation
The table below sets out an analysis of net funds and the movements in net funds for the
Group for each of the periods presented:
2024 | 2024 | 2023 | 2023 | |
Group | Company | Group | Company | |
£ | £ | £ | £ | |
Cash and cash equivalents | 1,166 | 1 | 75,692 | 4,382 |
Net funds | 1,166 | 1 | 75,692 | 4,382 |
Investor loans | 4,184,740 | 4,184,740 | 1,052,206 | 1,052,206 |
Net debt | 4,184,740 | 4,184,740 | 1,052,206 | 1,052,206 |
Cash and cash equivalents
Group | Company | |
£ | £ | |
Net funds | ||
At 1 June 2022 | 610,546 | 14,218 |
Cash flows | (452,403) | (142,100) |
Currency translation | (82,451) | 132,264 |
At 31 May 2023 | 75,692 | 4,382 |
Cash flows | (104,144) | 18,799 |
Currency translation | 29,618 | (23,180) |
At 31 May 2024 | 1,166 | 1 |
Investor loans | ||
At 1 June 2022 | - | - |
Cash flows | 860,861 | 860,861 |
Facility fees | 191,345 | 191,345 |
At 31 May 2023 | 1,052,206 | 1,052,206 |
Cash flows | 2,220,500 | 2,220,500 |
Facility fees | 949,534 | 949,534 |
Converted to equity | (37,500) | (37,500) |
At 31 May 2024 | 4,184,740 | 4,184,740 |
Net debt at: | ||
31 May 2023 | (4,183,574) | (4,184,739) |
31 May 2024 | (976,514) | (1,047,824) |
Contango Holdings Plc
Notes to the Financial Statements
For the year ended 31 May 2024
63
Non Controlling Interests
Monaf | Contango Gold Mali | Group | ||||
2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | £ | £ | |
Summarised Balance | ||||||
Sheet | ||||||
Current assets | 120,783 | 94,445 | 10,111 | 10,629 | 130,894 | 105,074 |
Current liabilities | (1,004,354) | (921,336) | (219,452) | (107,809) | (1,223,806) | (1,029,145) |
Current net liabilities | (883,571) | (826,891) | (209,341) | (97,180) | (1,092,912) | (924,071) |
Non-current assets | 7,936,622 | 7,585,494 | 43,670 | 86,831 | 7,980,292 | 10,643,884 |
Non-current liabilities | (15,866,081) | (13,487,858) | - | - | (15,866,081) | (13,487,858) |
Non-current net | ||||||
(liabilities)/assets | (7,929,459) | (5,902,364) | 43,670 | 86,831 | (7,885,789) | (2,843,974) |
Net assets/(liabilities) | (8,813,030) | (6,729,255) | (165,671) | (10,349) | (8,978,701) | (3,768,045) |
Accumulated NCI | (1,625,024) | (999,892) | (41,418) | (2,587) | 1,334,571 | 1,969,080 |
Summarised Statement | ||||||
of Comprehensive | ||||||
Income | ||||||
Revenue | 64,218 | - | - | - | 64,218 | - |
Profit/(loss) for the | ||||||
period | (1,927,461) | (996,001) | (185,600) | 501,928 | (2,113,061) | (494,073) |
Other comprehensive | ||||||
income | (9,740) | 146,575 | (27,801) | 32,302 | (37,541) | 178,877 |
Total comprehensive | ||||||
income | (1,937,201) | (849,426) | (213,401) | 534,230 | (2,150,602) | (315,196) |
Profit/(loss) allocated to | ||||||
NCI | (625,131) | 722,661 | (38,832) | 152,974 | (634,509) | 645,798 |
Summarised cash flows | ||||||
Cash Flows from | ||||||
Operating Activities | (2,395,936) | (5,564,289) | (23,384) | (102,612) | (2,419,320) | (5,666,901) |
Cash Flows from | ||||||
Investing Activities | - | - | - | - | - | - |
Cash Flows from | ||||||
Financing Activities | 2,378,223 | 5,568,904 | 23,157 | (1,683,312) | 2,401,380 | 3,885,592 |
Net Increase/(Decrease) | ||||||
in Cash | (17,713) | 4,615 | (227) | (1,785,924) | (17,940) | (1,781,309) |