Published on 29/9/2020 • Category:
29 September 2020
CLEAN INVEST AFRICA PLC
("CIA" or the "Company" or the “Group”)
INTERIM CONSOLIDATED FINANCIAL RESULTS
FOR THE PERIOD 1 JANUARY 2020 TO 30 JUNE 2020
CHIEF EXECUTIVE OFFICER STATEMENT
I am pleased to present the interim financial results of the Group.
Whilst the past few months have been extremely challenging Clean Invest Africa is looking forward to the next period with significant optimism due to the substantial and strong pipeline and in addition a developing opportunity to expand beyond coal.
Notwithstanding the recent negative impacts of the pandemic the Company and its subsidiary CoalTech are facing into the remainder of 2020, it views with renewed optimism, an extensive and solid pipeline of opportunities. It is worth reiterating that the strategy of CoalTech is to secure long term, large scale customer relationships with whom it would develop one or more full scale plants and with long term offtake arrangements. Securing one such customer would be transformative, with any such project likely to have a project value well in excess of $10 million and involve the processing of large scale fines or tailings, typically over one million tonnes. The early stages of these commercial discussions typically also involve CoalTech running test batches. These batches are often initially small, for example 10’s of kilos and then increase to sample production size batches of, for example, 10’s of tonnes. Once batches are completed the outputs are exhaustively tested by CoalTech and by the potential client. This process is a considerable proportion of the CoalTech overhead and consumes the majority of the available production of our Bulpan production facility in South Africa. The CoalTech pipeline for coal fines remains substantial and robust and continually developing. Examples of the primary commercial opportunities for coal, currently in process, were included in our announcement of 20^th July 2020.
In a further positive development the CoalTech technology previously thought to only apply to coal fines or coal waste, has now been adapted by CoalTech to be able to pelletise other materials, with potentially high grade ores, precious metals, minerals and solid based natural resources. CIA is now evaluating the opportunity in the much wider market beyond coal including for pelletised Rutile, Tin, Cobalt, Manganese, Molybdenum and Zircon, as well as other base, ferrous and precious metals and biomass. This is a very significant development. Whilst still in its early days this is an indicator of far greater potential for CIA beyond coal than previously considered. By way of example, Ilmenite prices per tonne are in the region of $1,500 whilst coal pricing is in the region of $50 per tonne. This example shows an uplift of up to 30 times to CoalTech’s commercial model.
CIA will today be publishing on its website its unaudited financial results for the half year ended 30^th June 2020. As the audited financial results for year-end 2019 are expected to be published imminently but are not ready today, the Company will highlight any material difference that may occur between the unaudited interims and the audited accounts, when the audited Report and Accounts are announced.
FINANCIALS
The Group’s interim consolidated financial results for the period 1 January 2020 to 30 June 2020 show a loss after taxation of £545,063.
The financial information for the six months period ended 30 June 2020 has not been reviewed by the Company’s external auditors.
COMPARATIVE INFORMATION
On 4 July 2019, Clean Invest Africa plc (“the Legal Parent”) completed the acquisition of the CoalTech Group. Although the transaction was not a business combination, the acquisition has been accounted for as an asset acquisition with reference to the guidance for reverse acquisitions in IFRS 3 Business Combinations and IFRS 2 Share-Based Payment.
In preparing the consolidated financial statements of the Group for the year ended 31 December 2019, CoalTech Group has been treated as the “Accounting Parent” or “Accounting Acquirer” and therefore the consolidated financial information is presented as a continuation of the consolidated financial statements of the CoalTech Group and that of the Company for the period from 30 June 2019 to 31 December 2019. For the purpose of the Group consolidated financial statements for the year ended 31 December 2019, the Company’s financial information included is for the period from 1 July 2019 to 31 December 2019.
The consolidated financial statements and the Company’s financial statements for the period ended 31 December 2019 are currently being reviewed by the Company auditors, PKF Littlejohn LLP, and completion is expected during October 2020.
OUTLOOK
The Directors are pleased with the progress made in this initial period, notwithstanding the impacts on the Company’s business of the COVID-19 pandemic and look forward to continuing to update shareholders on the progress of the Company and the exciting prospects ahead, some of which are developing reasonably fast. We continue to seek new investment opportunities and will advise shareholders as they come to fruition.
Filippo Fantechi
Chief Executive Officer
29 September 2020
The Directors of the Company accept responsibility for the content of this announcement.
ENQUIRIES:
Company
Clean Invest Africa PLC
Filippo Fantechi - Chief Executive Officer
Telephone: +973 39696273
Corporate Adviser
Peterhouse Capital Limited
Guy Miller
Telephone: +44 20 7220 9795
CLEAN INVEST AFRICA PLC
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 1 JANUARY 2020 TO 30 JUNE 2020
For the 6 months For the year ended 31
period ended December 2019
30 June 2020
GBP (Unaudited) (Audit In-Progress)
Revenue - 347
Cost of sales - (93)
Gross profit - 254
Other income 349 217
Operating costs (538,944) (1,382,089)
Operating loss (538,595) (1,381,618)
Finance income - 4
Finance costs (6,468) (10,167)
Unrealised foreign exchange - 24,639
revaluation on
amounts due to a related party
Fair value of warrants issued and - (7,217,582)
vested
Share-based payment recognised on - (4,185,799)
reverse acquisition
Loss before tax (545,063) (12,770,523)
Taxation - -
Loss after tax (545,063) (12,770,523)
Other comprehensive income
Items that will or may be
reclassified to profit or loss
Currency translation differences - -
Total comprehensive loss for the (545,063) (12,770,523)
period
The accompanying notes form an integral part of these interim financial statements.
CLEAN INVEST AFRICA PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2020
As at As at
30 June 2020 31 December 2019
GBP (Unaudited) (Audit In-Progress)
Assets
Non-current assets
Property, plant and equipment 450,423 494,758
Right-of-use assets 23,207 30,506
Investments 5,247 5,247
Total non-current assets 478,877 530,511
Current assets
Trade and other receivables 112,725 112,904
Inventories 11,911 8,766
Amounts due from related parties 3,677,522 3,431,989
Cash & cash equivalents 13,852 13,231
Total current assets 3,816,010 3,566,890
Total assets 4,294,887 4,097,401
Equity and liabilities
Equity
Share capital 2,848,163 2,844,413
Share premium 1,529,543 1,518,293
Share capital reserve 332,294 332,294
Share-based payment 7,217,582 7,217,582
Reverse takeover reserve (209,970) (209,970)
Currency translation reserve (178,123) 37,873
Accumulated losses (14,473,614) (13,928,551)
Total equity (2,934,125) (2,188,066)
Liabilities
Current liabilities
Trade and other payables 1,629,326 1,148,926
Financial liabilities 139,403 134,388
Interest bearing loans and borrowings
Amounts due to related parties 5,440,153 4,975,564
Total current liabilities 7,208,882 6,258,878
Non-current liabilities
Non-current portion of lease liabilities 20,130 26,589
Total non-current liabilities 20,130 26,589
Total liabilities 7,229,012 6,285,467
Total equity and liabilities 4,294,887 4,097,401
The accompanying notes form an integral part of these interim financial statements.
CLEAN INVEST AFRICA PLC
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2020
As at As at
30 June 2020 31 December 2019
GBP (Unaudited) (Audit In-Progress)
Assets
Non-current assets
Investments 4,385,862 4,385,862
Total non-current assets 4,385,862 4,385,862
Current assets
Trade and other receivables 46,643 73,579
Cash & cash equivalents 536 6,004
Total current assets 47,179 79,583
Total assets 4,433,041 4,465,445
Equity and liabilities
Equity
Share capital 2,848,163 2,844,413
Share premium 1,529,543 1,518,293
Share capital reserve 332,294 332,294
Share-based payment 7,217,582 7,217,582
Accumulated losses (7,990,279) (7,862,019)
Total equity 3,937,303 4,050,563
Liabilities
Current liabilities
Trade and other payables 356,335 280,494
Financial liabilities 139,403 134,388
Interest bearing loans and borrowings
Total liabilities 495,738 414,882
Total equity and liabilities 4,433,041 4,465,445
The accompanying notes form an integral part of these interim financial statements.
CLEAN INVEST AFRICA PLC
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDING 30 JUNE 2020
GBP Share Share Share Share-based Reverse Currency Accumulated Total
capital premium capital payment takeover translation losses Equity
reserve reserve reserve
31 December 2,844,413 1,518,293 332,294 7,217,582 (209,970) 37,873 (13,928,551) (2,188,066)
2019 (Audit
In-Progress)
Net loss for - - - - - - (545,063) (545,063)
the year
Other
comprehensive
income
Currency - - - - - (215,996) - (215,996)
translation
differences
Total - - - - - (215,996) (545,063) (761,059)
comprehensive
loss
Transactions with owners, recorded
directly in equity:
Issue of 3,750 11,250 - - - - - 15,000
shares
30 June 2020 2,848,163 1,529,543 332,294 7,217,582 (209,970) (178,123) (14,473,614) (2,934,125)
(Unaudited)
CLEAN INVEST AFRICA PLC
GROUP STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE PERIOD ENDING 30 JUNE 2020
GBP Share Share Share Share-based Reverse Currency Accumulated Total
capital premium capital payment takeover translation losses Equity
reserve reserve reserve
31 December 19,841 383,689 - - - (11,906) (1,109,878) (718,254)
2018
Net loss for - - - - - - (12,770,523) (12,770,523)
the year
Other
comprehensive
income
Currency - - - - - 49,779 - 49,779
translation
differences
Total - - - - - 49,779 (12,770,523) (12,720,744)
comprehensive
loss
Transactions with owners, recorded directly in equity:
CoalTech (19,841) (383,689) - - 403,530 - - -
Group share
capital
transfer to
reverse
takeover
reserve
Recognition 402,750 210,750 - - 3,414,000 - - 4,027,500
of Clean
Invest Africa
Plc share
capital at
reverse
acquisition
Issue of 2,436,441 1,258,765 332,294 - (4,027,500) - - -
shares for
acquisition
of CoalTech
Group
Shares issued 5,222 48,778 - - - - - 54,000
by Clean
Invest Africa
Plc since
acquisition
Share-based - - - 7,217,582 - - - 7,217,582
payment
Opening - - - - - - (48,150) (48,150)
balance
accumulated
loss of a
subsidiary
absorbed by
the Group
31 December 2,844,413 1,518,293 332,294 7,217,582 (209,970) 37,873 (13,928,551) (2,188,066)
2019
(Audit
In-Progress)
The accompanying notes form an integral part of these interim financial statements.
CLEAN INVEST AFRICA PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDING 30 JUNE 2020
GBP Share Share Share Share-based Accumulated Total
capital premium capital payment losses Equity
reserve
30 September 402,750 210,750 - - (204,078) 409,422
2018
Issue of 2,436,441 1,258,765 332,294 - - 4,027,500
shares for
acquisition
of
CoalTech
Group
Issue of 5,222 48,778 - - - 54,000
share capital
– post
acquisition
Share-based - - - 7,217,582 - 7,217,582
payment
Total - - - - (7,657,941) (7,657,941)
comprehensive
loss
31 December 2,844,413 1,518,293 332,294 7,217,582 (7,862,019) 4,050,563
2019 (Audit
In-Progress)
Issue of 3,750 11,250 - - - 15,000
share capital
Total - - - - (128,260) (128,260)
comprehensive
loss
30 June 2020 2,848,163 1,529,543 332,294 7,217,582 (7,990,279) 3,937,303
(Unaudited)
The accompanying notes form an integral part of these interim financial statements.
CLEAN INVEST AFRICA PLC
STATEMENTS OF CASH FLOWS
FOR THE PERIOD 1 JANUARY 2020 TO 30 JUNE 2020
For the 6 months For the year ended
period ended 31 December 2019
30 June 2020
(Unaudited) (Audit In-Progress)
Operating activities
Loss for the period before income tax (545,063) (12,770,523)
Adjustment for:
Fair value of warrants issued and - 7,217,582
vested
Share-based payment recognised on - 4,185,799
reverse acquisition
Amortisation of right-of-use assets, 4,266 8,320
net
Provision for obsolete inventories - 2,149
Finance costs 6,468 10,167
Foreign currency translation reserve, (215,996) 49,779
net
Changes in operating assets and
liabilities
Amounts due from related parties (245,533) 187,672
Trade and other receivables 179 (77,143)
Inventories (3,145) 14,152
Trade and other payables 495,575 620,220
Amounts due to related parties 464,589 401,281
Net cash used in operating activities (38,660) (150,545)
Investing activities
Purchase of property, plant, and 44,335 (61,560)
equipment, net currency revaluation
Purchase of investments - (5,247)
Cash acquired on acquisition of Clean - 9,104
Invest Africa plc
Cash acquired on the addition of the - 4,708
subsidiary
Net cash used in investing activities 44,335 (52,995)
Financing activities
Proceeds from issue of shares - 54,000
Issue costs - -
Proceeds from convertible loan notes - 130,000
Finance costs (1,453) (10,167)
Principal paid on lease liabilities (3,601) (5,506)
Net cash from financing activities (5,054) 168,327
Increase/(decrease) in cash and cash 621 (35,213)
equivalents
Cash and cash equivalents at 13,231 48,444
beginning of the period
Cash and cash equivalents at end of 13,852 13,231
the period
The accompanying notes form an integral part of these interim financial statements.
CLEAN INVEST AFRICA PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2020
1. Company information
Clean Invest Africa plc (the “Company”) is a public limited company which is listed on the Aquis Stock Exchange Growth Market (previously NEX Exchange Growth Market) and is incorporated and domiciled in the United Kingdom.
The consolidated entity (the “Group”) consists of the Company and the entities it controlled at the end of the six months period ended 30 June 2020.
Principal activity
The Company’s primary strategy is to identify investment opportunities and acquisitions in clean energy projects/companies or alternative technologies that are used in a socially and environmentally responsible way on a global basis, with the intention of building a diversified portfolio of assets.
The subsidiaries of the Company, CoalTech Limited (“CoalTech”), a company registered in the United Kingdom with registered number 11368750, and Coal Agglomeration South Africa (Pty) Ltd. (“CASA”), a company registered in South Africa with registered number 2015/439393/07 and CoalTech’s subsidiary Coal Tech LLC, a company registered in the United States of America with registered number 5685936 (collectively referred as “CoalTech Group”), are primarily engaged in agglomerating coal fines waste (coal dust) into coal pellets through the commercialization of the Group’s proprietary binding technology.
2. Basis of preparation
The interim consolidated financial statements of the Group and the interim financial statements of the Company (the “interim financial statements”) have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations (IFRS IC) as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS.
The interim financial statements are for the six months period ended 30 June 2020 and are presented in Sterling (£) which is the Company’s presentation currency. The financial information for the six months period ended 30 June 2020 have not been reviewed by the Company’s external auditors or audited.
The interim consolidated financial statements of the Group and the interim financial statements of the Company have been prepared using going concern assumption under the historical cost convention. The Directors believe the Group has or has access to sufficient funds to continue as a going concern for at least 12 months from the end of the reporting period.
3. Dividend
No dividends will be distributed for the six-month period ended 30 June 2020.
4. Earnings per share
Basic and diluted
For the 6 months period For the year ended 31
ended December 2019
30 June 2020
(Unaudited) (Audit In-Progress)
Total loss from continuing (545,063) (12,770,523)
operations attributable
to equity holders of
the Company
Weighted average number of 1,139,223,865 924,501,840
ordinary shares in issue
Basic earnings per share (0.0005) (0.0138)
from continuing operations
5. Events after the reporting period
There were no significant events subsequent to 30 June 2020 and occurring before the date of signing of the interim financial statements that would have a significant impact on these annual financial statements.
The following events occurred between 30 June 2020 and the date of this report which are material to the understanding of the interim financial statements:
Further to the outbreak of the New Corona Virus or "COVID-19" in early 2020 which had a negative effect on all businesses worldwide due to the ensuing lockdowns, travel bans, and other emergency measures implemented by each country. The Company’s South African subsidiary, CASA, which was subject to a six-week total lockdown (Level 5) before end of March 2020 has been able to gradually resume its operations as the lockdown restrictions were slowly eased. As of 20 September 2020, South Africa is at Level 1 lockdown, where almost all of CASA’s business activities are permitted.
On 16 July 2020, a total of 15,000,000 ordinary shares of 0.25p nominal value each ("Placing Shares") have been placed with investors at 1p per share, a premium of approximately 33% to the closing mid-market price. Each Placing Share is issued with two warrants per share exercisable at 2.75p and 5p per share respectively valid for a period of five (5) years from the date of admission of the Placing Shares to the AQSE Growth Market. Further, should the placees validly exercise the 2.75p warrant in full, these will be replaced by a further 5p warrant, on a one warrant per one Placing Share basis, valid for three years from its grant. The shares were issued on 22 July 2020.
On 20 July 2020, Filippo Fantechi, Noel Lyons and Paul Benedict Ryan, each a Director of the Company, agreed to convert the outstanding directors fees as at 31 July 2020 amounting to £114,500, into a total of 11,450,000 Ordinary Shares of 0.25p each by the issuance of equity on terms that are the same as the Placing Shares. Filippo Fantechi has converted £33,000 of fees into 3,300,000 Ordinary Shares, Noel Lyons has converted £21,000 of fees into 2,100,000 Ordinary Shares and Paul Benedict Ryan has converted £60,500 of fees into 6,050,000 Ordinary Shares. The shares were issued on 22 July 2020.
On 20 July 2020, the convertible loan notes issued on 25 July 2019 by the Company to Noel Lyons and Paul Benedict Ryan have also been settled. The balance amounted to £130,000 plus £10,400 accrued interest and these notes have been redeemed by the issuance of Ordinary Shares on the same terms as the Placing Shares being issued with 7,020,000 Ordinary shares and warrants, each. The shares were issued on 22 July 2020.
On 28 July 2020, the Company’s subsidiary, CASA, signed a Service and Supply Agreement to produce 10,000 tonnes of ilmenite pellets from ilmenite tailings sludge for a strategic and world-renowned client based in South Africa. These ilmenite pellets will be used to supplement the client’s current commercial ilmenite production stream.
ENDAll Announcements