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DJ Bushveld Minerals Limited Final Results for the Year Ended 31 December 2018

TIDMBMN

RNS Number : 9604Z

Bushveld Minerals Limited

23 May 2019

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement

23 May 2019

Bushveld Minerals Limited

("Bushveld" or the "Company")

Final Results for the Period Ended 31 December 2018

Bushveld Minerals Limited (AIM: BMN), the AIM listed, integrated primary vanadium producer, with ownership of high-grade assets in South Africa, is pleased to announce its financial results for the year ended 31 December 2018. These results reflect our inaugural full year of consolidated results, reflecting the transition from a junior mining company to producer.

The Annual Report for the year ended 31 December 2018 will be available on the Company's website later today at the following link: http://www.bushveldminerals.com/financial-reports/

A printed copy of the 2018 Annual Report and Notice of General Meeting will be posted to the Company's shareholders as per previously elected by 31 May 2018, all other shareholders will receive notification of the publication of the 2018 Annual Report and Notice of General Meeting in accordance with electronic communications. The Annual General Meeting will be held at 18-20 Le Pollet, St Peter Port, Guernsey GY1 1WH at 11 a.m. on Tuesday, 2nd July 2019.

2018 Highlights

Bushveld Minerals

-- Raised our effective underlying interest in Vametco from 59.1 per cent to 74.0 per cent in September 2018

-- Raised over US$20 m in an equity placing at 10.3 pence per share from experienced mining and UK institutional investors

   --      The best performing FTSE-AIM Materials stock 
   --      3(rd) best performer on the FTSE-AIM All Shares Index 
   --      Revenue of US$192.1 million (2017: US$ 2.8million) 
   --      Adjusted EBITDA (reported as operating profit before depreciation) of US$101 million 

-- Total cash of US$42 million as at 31 December 2018 (31 December 2017: US$9.7 million) with no debt (31 December 2017: US$7.9 million)

Bushveld Vanadium

-- Vametco delivered a solid financial performance in 2018, underpinned by a strong vanadium price environment

-- Vametco's Revenue (Revenue reported net of all sales commissions) and EBITDA for the year ended 31 December 2018 increased by 131% and 353% respectively to US$183.0 million (2017: US$ 79.1 million) and US$108.3 million (2017: US$23.9 million)

   --      Average Ferrovanadium price up 149% to US$81.2 KgV (2017: US$32.6) 

-- Vametco annual production down 3.4% to 2,560 mtV (2017: 2,649 mtV) following 37.5 days of stoppages and unexpected operational challenges

-- Vametco achieved a safety record of 5,375,848 man-hours without recording a lost time injury and there were no fatalities during the year

Bushveld Energy

-- Commissioned the VRFB project with South African national power utility Eskom, including site acceptance testing

-- Secured a grant from the USTDA of US$500,000 to support the Eskom project and the energy storage industry in South Africa

-- Progressed the development of a 200MWh vanadium electrolyte production facility, including allocating the facility's site in the East London Industrial Development Zone ("ELIDZ") and initiating an Environmental Impact Assessment ("EIA") on site

-- Purchased the first 2 mtV from Vametco for conversion into electrolyte using a new production process designed specifically for Vametco's vanadium feedstock

Enquiries: info@bushveldminerals.com

 
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ABOUT BUSHVELD MINERALS LIMITED

Bushveld Minerals is a low cost, integrated, primary vanadium producer, with ownership of high grade vanadium assets.

The Company's flagship vanadium platform includes a 74 per cent controlling interest in Bushveld Vametco Alloys (Pty) Ltd, a primary vanadium mining and processing company; the Mokopane Vanadium Project and the Brits Vanadium Project.

Bushveld's vision is to become a significant, low cost, integrated primary vanadium producer through owning high grade assets. This incorporates development and promotion of the role of vanadium in the growing global energy storage market through Bushveld Energy, the Company's energy storage project developer and component manufacturer. Whilst the demand for vanadium remains largely anchored in the steel industry, Bushveld Minerals believes there is strong potential for an imminent and significant global vanadium demand surge from the fast-growing energy storage market, particularly through the use and adoption of Vanadium Redox Flow Batteries.

While the Company's focus is on vanadium operations and the development and promotion of VRFBs, it has additional investments in coal, power and tin.

The Company's approach to project development recognises that, whilst attractive project economics are imperative, they are insufficient to secure capital to bring them to account. A clear path to production within a visible timeframe, low capital expenditure requirements and scalability are important factors in ensuring a positive return on investment. This philosophy is core to the Company's strategy in developing projects.

Detailed information on the Company and progress to date can be accessed on the website www.bushveldminerals.com.

Chairman's Statement

It is with great pleasure that I present you the 2018 Annual Report and Financial Statements for what was yet another year of incredible progress and growth for Bushveld Minerals. In early 2016, armed with a viable prefeasibility study on its flagship project, Mokopane, the Company, with a market capitalisation of less than US$25 million, faced a funding requirement of US$300 million to take this project into production. From this funding challenge and convinced of a structural deficit in the vanadium market, the Company embarked on a strategy of targeting brownfield processing facilities it could acquire cheaply and rapidly bring into production.

Thus, began the Company's accelerated journey from an exploration Company to a meaningful primary vanadium producer, starting with the acquisition in 2017 of a controlling interest in Vametco Alloys, an integrated mining and primary processing plant in Brits, South Africa. In 2018, the Company made significant strides to increase our ownership of Vametco and streamline our corporate structure to allow greater control of the underlying operating asset and its cashflows and to minimise any value leakage during dividend distributions. These efforts saw our shareholding of Vametco increase from 59 per cent shareholding to 74 per cent following the acquisition of Sojitz Noble Alloys Corporation ("Sojitz") 21.2 per cent interest in Strategic Minerals Corporation, the holding company for Vametco.

This was made possible by the strong support of our existing shareholders and the new investors we welcomed as part of the fundraising earlier in the year.

In pursuit of our stated aim of growing Bushveld Minerals into a leading global vanadium producer and VRFB technology Company, we are pursuing an inward-listing on the main board of the Johannesburg Stock Exchange during the course of 2019. The Bushveld proposition has strong resonance with South Africa from several perspectives: (a) our resource base is based on the world-renowned Bushveld Complex in South Africa, the world's largest primary vanadium resource base; (b) our vertical integration aligns with the country's push for in-country beneficiation of its mineral resources; (c) our energy storage proposition with strong local content has a strong proposition for a country whose utilities and government is set to be a big adopter of stationary energy storage and (d) the listing gives us access to significant local capital pools that have an affinity with our story.

It is important, whenever a company issues equity, to make it clear why the funds are being raised and how this will lead to increased shareholder value in future. That has to be followed by the process of effectively deploying this money within a reasonable timeframe. We pride ourselves in efficient deployment of capital.

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Our single capital raise of 2018 in March was focussed on redeeming the then existing outstanding convertible bonds, thereby removing any potential share 'overhang', simplifying Bushveld Minerals' organisational and corporate structure to improve its exposure to Vametco's cashflow, and supporting Bushveld Minerals' vanadium expansion programme. I am pleased to note that we achieved all these targets before the year ended. Firstly, we redeemed the outstanding convertible bonds. Soon after, we were able to report that the second phase of the three-phase expansion project at Bushveld Vametco had been completed.

Then, in September, we were able to acquire the 21.22 per cent interest in Strategic Minerals Corporation, an intermediate holding company of Vametco, from Sojitz for US$20 million and, in so doing, increased our indirect beneficial interest in Vametco from 59.1 per cent to 75 per cent. We subsequently sold one per cent to our BBBEE partners, leaving us with the maximum allowable ownership stake in the mine, permitted under the recently promulgated South African Mining Charter III, of 74 per cent.

It would be remiss of me not to discuss the decision by the London Stock Exchange to impose a fine related to the timing of the disclosure of certain details of our initial investment in Vametco.

We regret this breach and have learnt valuable lessons from it. In this regard, Bushveld Minerals has undergone key Board and operational changes. Standards of governance, procedures, controls and communication have significantly improved - in line with the Company's significantly larger operations.

We are committed to reinforcing the Board and Management team and will announce a number of appointments during the course of the coming year.

In 2018, South Africa itself gained new vigour from a series of political changes after years of moribund economic activity. The country's new president, Cyril Ramaphosa, has shown a resolve to restore an investor-friendly environment. One important aspect of this resolve was shown in the promulgation of Mining Charter III on 27 September 2018, which has brought about much needed regulatory certainty to the mining sector, especially on the ownership requirement for prospecting and mining rights. While there may be ongoing litigations in respect of some aspects of the gazetted mining charter, the charter has received broad acceptance by all critical stakeholders and its current implementation is to be welcomed.

In October, Bushveld was privileged to be invited to speak, and share its capital investment plans, in South Africa at the 2018 South Africa Investment Conference at the Sandton International Convention Centre, hosted by the President and attended by over 1,000 local and international investors. I am pleased to note that the Vanchem transaction and Mokopane project supports the Company's R2.5 billion commitment stated at the Investment Conference and represents 70 per cent of funding commitments made at the Presidential Investment Summit, less than one year from announcement.

To reflect Bushveld Minerals' maturity into a producing Company, the Board is aligned with a consistent and disciplined approach to capital allocation to manage the funding of several capital expenditure items in the near and medium-term. In order of priority, the Group's capital will be allocated to:

-- Maintaining existing operations and ensuring maintenance of stable and efficient production across all our operations;

   --      Supporting a strong balance sheet that is resilient through the vanadium price cycle; 

-- Investing in the Group's growth projects, either through organic growth or brownfield acquisitions, to achieve 10,000 mtVp.a. production nameplate capacity and downstream integration in the medium term; and

   --      Return cash to shareholders. 

This framework provides flexibility to support greater value creation for shareholders as it enhances the Company's ability to invest in growth projects while maintaining a strong balance sheet.

The Company recognises that while the value proposition to shareholders is primarily of a capital growth nature, it will have sufficient cash generating capacity to pay dividends in the future. On this basis the Company's Board of Directors takes this opportunity to announce the establishment of a dividend policy. The dividend policy reflects Bushveld Minerals' commitment to return cash to shareholders while prioritising its stated growth strategy. The dividend policy is based on a free cash-flow pay-out ratio. The Board believes this distribution approach is the most suitable for the Company as it takes into account both growth and acquisition capital expenditure. The Board will review the free cash flow generated by the business, the outlook for business conditions and priorities for capital allocation on an annual basis. The Board is not recommending a dividend for the year ended 31 December 2018.

The Board takes a structured and rigorous approach to succession planning. We consider the appropriate Board size, experience and attributes required to effectively govern and manage risk within Bushveld Minerals. During the course of 2019, Geoff Sproule will be stepping down from the Board as Finance Director, and a search for his replacement has begun in earnest. We wish Geoff well in his retirement.

The year 2019 promises to be just as eventful as the previous one. The conditional acquisition of Vanchem is an exciting development for our existing, large resource base, and will add significant tonnage to our near- and medium-term production profile. This acquisition is expected to complete between 31 July 2019 and 31 October 2019.

I would like to thank the management team and the Company's employees for all their efforts during a year that has catapulted Bushveld Minerals into the league of globally significant mid-tier mining companies. The Board too, has had to deal with a challenging and exciting period of change and I thank them for their advice and availability.

Here's to another exciting year.

Ian Watson

Non-Executive Chairman

Chief Executive's Review

I am pleased to present this report on the progress the Company made in 2018. Our progress is measured against the strategy we have outlined, to develop a large, low-cost and vertically integrated vanadium platform, from which our priorities and activities derive.

We began 2018 on an exceptionally strong footing, having just completed the acquisition of a controlling stake in Vametco in December 2017. The acquisition marked a company-defining moment for Bushveld as it marked the transformation of the Company from a minerals explorer to a producer with a platform to build a truly special integrated vanadium company, with healthy cash flow and a robust growth pipeline.

Following the acquisition, the Company moved swiftly to implement several corporate actions designed to consolidate its interest in Vametco further, clean up its balance sheet and simplify the structure. At the same time, we embarked on an expansion programme designed to maximise production at Vametco and further improve its already low costs of production.

On a total shareholder return basis, Bushveld Minerals was the best-performing FTSE-AIM Materials stock and the third-best performer on the FTSE-AIM All Share Index in 2018, with the share price appreciating by more than 350 per cent during the year, outperforming an impressive vanadium price performance. The Company's performance was recognised in Bushveld Minerals being awarded the best African Mining Company at the Mines & Money Conference London in November 2018.Our share price outperformance occurred against a backdrop of challenging economic conditions in several markets and sectors outside the US, including a US-China trade war, slowing growth in China and other emerging markets (including South Africa) and uncertainty over the UK's decision to exit from the European Union. The performance of many commodities, with the notable exception of battery minerals, remained lacklustre.

Vanadium price performance picked up from where it left 2017 and continued its upward march reaching a 10 year high of US$127/kgV in November 2018. The general upward move was driven by a structural deficit that has persisted since 2016, even though this was accentuated in late 2018 by temporary factors relating to the anticipated new Chinese rebar standard which came into effect in November 2018, as well as growing substitution of vanadium by niobium. The new Chinese rebar standard is expected to increase China's vanadium demand by 30 per cent underlying the continued anchor role the steel sector has for vanadium demand.

Meanwhile the growing global adoption of stationary energy storage presents long-term growth opportunities for vanadium and for a company such as Bushveld Minerals. Driving the adoption of stationary energy storage is a confluence of several factors, including the growing share of global energy consumption that is derived from electricity, the move to cleaner renewable forms of energy generation, and the growing need by utilities world-wide to better optimise their generation and transmission infrastructure.

This confluence of factors could not be starker in South Africa. The government is driving an aggressive adoption of renewable energy as it moves away from a centralised, coal-dependent model, incentivising distributed embedded generation by the private sector while its national utility, Eskom, looks to battery energy storage to help it optimise its transmission infrastructure through a 1,400 MWh battery energy storage procurement programme. The World Bank has also announced a US$1 billion programme to support the deployment of 17,500 MWh in battery energy storage in low-to-middle income countries by 2025. Importantly for vanadium, and Bushveld Minerals, in particular, is that a large share of this energy storage opportunity is of a long duration nature, which suits vanadium-based redox flow batteries.

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Following years of developing the energy storage business, Bushveld Minerals, is well prepared and positioned for the emerging energy storage opportunities, whilst continuing supply of vanadium into the steel industry on the back of an expanded production platform.

The US$68 million conditional acquisition of Vanchem, announced post year end on 1 May 2019, marks another significant step forward for Bushveld Minerals on the journey to becoming a large, low-cost, vertically integrated vanadium platform. This is aligned to our previously communicated and long-stated strategy to acquire brownfields assets to accelerate development and production from our own extensive resource base. This acquisition is conditional upon regulatory approvals and the cessation of certain commercial arrangements. The transaction is to be completed no sooner than 31 July 2019 and no later than 31 October 2019. Combined with Vametco operating at full capacity, post its Phase 3 expansion, the Company's portfolio will grow to produce at least 8,400 mtVp.a. taking the Company closer to its target nameplate capacity of 10,000 mtVp.a. in the next three to five years.

The Company continues apace with several capacity development initiatives to assist in effectively managing and sustaining the growth achieved to date and to prepare for the significant growth that still lies ahead.

These initiatives are organized around three key themes:

   a)   Building organizational capacity - operating model; 
   b)   Building financial capacity; and 
   c)   Building processes & systems. 

Bushveld Minerals Financials

Cash generation from operating activities for the year ended 31 December 2018 was positive as a result of a full year's ownership of the Vametco Operations which generated high sales revenue during 2018 due to positive sales prices. This was, however, offset by additional working capital consumed in trade receivables at the end of the year.

The investing activities of the business resulted in an outflow, with the majority relating to the acquisition of a 21.22 per cent interest in Strategic Minerals Corporation, an intermediate holding company of Vametco Alloys Proprietary Limited, from Sojitz, as well as the additional capex spend on the Vametco Phase 1 & 2 expansion programme. The financing activities had a positive impact on cash as a result of the proceeds from a capital raise and additional shares and warrants which were exercised, which brought the year-end 31 December 2018 cash and cash equivalents balance to US$42 million.

Bushveld Vanadium

Vametco

Vametco delivered an outstanding financial performance in the 2018 calendar year, underpinned by a strong vanadium price which averaged US$81.2/KgV, an increase of 148.9 per cent over the previous year. Sales revenue and EBITDA for the 2018 financial year increased by 131 per cent and 353 per cent, respectively, to US$183 million and US$108 million.

We are proud that this achievement coincided with Vametco celebrating over five million man-hours worked without a lost-time injury. The last lost-time injury occurred in 2013. We place considerable emphasis on safe mining practices, with zero tolerance for any disregard for safety, health and environmental rules.

Much of the growth of Bushveld Minerals has been mergers and acquisition-driven, and some of these transactions have been executed in phases. Invariably an important part of this growth is integration of the assets within Bushveld Minerals and ensuring the Group is structured optimally at different levels (operational efficiencies, tax efficiencies, et al). The Company's corporate restructuring has been underway since 2017 and is aimed at simplifying corporate ownership and minimising value leakage. This process has to date included the following:

-- Acquiring the Yellow Dragon holding in Bushveld Vametco Limited ("BVL"), thereby increasing Bushveld's shareholding in BVL to 100 per cent ("YDH Transaction");

-- Acquiring Sojitz's holding in SMC to increase BVL's shareholding of SMC to 100 per cent and underlying interest in Vametco to 75 per cent;

-- The redemption of Bushveld Vametco Alloys (Pty) Limited ("BVA") preference shares held by SMC and the payment of all accumulated coupons and dividends thereon;

-- The legal restructuring between Bushveld Vametco Holdings (Pty) Limited ("BVH"), the owner of the mining right at Vametco, and BVA, the owner of the production assets at Vameto; and

-- The restructuring SMC into a limited liability company ("LLC") motivated by the need for a simpler organisation with a more efficient tax structure.

The result of the above restructuring exercises is a streamlined corporate structure that will ensure minimal value leakage and positions the Company well for the onset of a dividend policy.

Despite our strong earnings and safety performance, the year was not without the inevitable challenges that come with new ownership of an existing operating mine and processing facility.

In June and September, operations at Vametco were halted due to unprotected strike action, triggered by historic legacy issues and compensation structures that pre-dated Bushveld's acquisition of Vametco. After several rounds of discussions with the Association of Mineworkers and Construction Union, the representative labour union at Vametco, we were able to reach agreement on these issues. The resulting agreement was a positive outcome for all parties, allowing for resumption of operations while the Company continues its earnest efforts to build towards a sound partnership with all employees. The agreement provided for a settlement of a reward to workers in respect of an employee share ownership participation programme ("ESOP"), which was under negotiation.

Following the resumption of operations, the Company has agreed to a framework for an ESOP structure that will allow employees to participate in the economic performance of Vametco. A detailed agreement is now in negotiations and expected to be concluded during 2019.

In June, we completed the second phase of the three-phase expansion project at Vametco intended to increase annual nameplate capacity to 3,750 mtVp.a. However, operational challenges during ramp-up saw the Company fail to realise these production targets. The diagnostic commissioned by the Company identified several operational shortcomings and recommended a transformation programme designed to drive Vametco's operational performance towards its nameplate capacity. This programme ultimately aims to improve vanadium feed grade into the plant, key plant availability and throughput. It combines three key elements: a) appointment of a new general manager, Ms Bertina Symonds, and improving the management structure to bring more senior operational leadership to key plant sections; (b) set up of a dedicated transformation office under the focused leadership of William Steinberg, the former Works Manager at Vametco; and (c) implementation of a set of initiatives targeting production bottlenecks and operation gaps identified by the diagnostic.

In addition, a core enabling initiative is the improvement of the overall organisational health at Vametco, which we are confident we will achieve by: (a) building an inclusive and diverse environment; (b) promoting a culture of mutual respect; and (c) having a shared value system that prizes performance and recognises the role and contribution of every stakeholder. We want every employee to begin each day with a sense of purpose and to end the day with a sense of accomplishment.

We commenced the transformation programme and are confident that it will set Vametco on its way to realising its production and cost potential. As a result of this transformation programme, we expect Vametco's production to improve over the course of the year and reach a steady state production of 3,400 mtvp.a. during the course of 2020. Given the lower production base we began the year at, we anticipate annual production for this year to be in the range of 2,800 mtV to 2,900 mtV, which is nine to 13 per cent above 2018's production.

We are pleased with the updated Mineral Resource and Ore Reserve which has been declared at Vametco's Open pit mine following a drilling programme and further validation of historical drilling data. The update has been compiled in accordance with JORC (2012).

The Combined Inferred and Indicated Mineral Resource is reported as 186.7 Mt at an average grade of 1.98 per cent V(2) O(5) in magnetite, with an average magnetite content of 35.0 per cent (in whole rock) for 719,300 tonnes of vanadium, reflecting a 31 per cent increase in Ore Tonnages from the 2017 estimate. This increase is primarily attributed to reporting the Mineral Resource to a maximum depth of 150 meters below the original land surface, versus 120 meters in 2017.

The Ore Reserves in the Probable Category are reported as 48.4 Mt at an average grade of 2.02 per cent V(2) O(5) in magnetite, with an average magnetite content of 28.5 per cent (in whole rock) for 156,300 tonnes of vanadium reflecting an 85 per cent increase in the Ore Tonnages relative to the 2017 estimate. This increase is a result of more mineral resource definition work on the Intermediate and Upper seams.

The improved resource and reserves underpin our production outlook at Vametco and are sufficient to support the growing production profile.

Our priorities at Vametco for 2019 are to:

1) Achieve our production targets and sustainably reduce costs. This will be guided by our strong management team, which has been boosted by the appointment of Bertina Symonds as the new General Manager.

2) Continue to simplify our organisational structure to bring senior management closer to our assets.

3) Execute initiatives identified during the diagnostic review, which has sketched a roadmap for Vametco to achieve steady state production in excess of 4,200 mtVp.a. (approximately 85 per cent of nameplate capacity of 5,000 mtVp.a.).

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4) Continue to build on our co-operative partnership with employees and local communities. We are in the process of designing an ESOP to align Vametco's workforce more closely with its operational targets. In addition, we will be appointing a stakeholder engagement manager and, we have contracted a financial services provider specialising in personal financial planning, provision of unsecured loans and debt consolidation and counselling to help improve the financial wellbeing of our employees.

Brits

In 2018, the Company began an exploration programme at Brits, on the farm adjacent to Vametco, over which a prospecting right is held, with the aim of establishing a maiden Mineral Resource Estimate before the middle of 2019. The results of recent drilling on the lower seam indicated a weighted average V(2) O(5) grade of 1.66 per cent in magnetite. While these are marginally lower than the grades at Vametco, they remain among the highest in the world. We are encouraged by these results that support Brits' potential to be an additional source of feed tonnage for the Vametco plant and, if required, supply concentrate feed to Vanchem.

Mokopane

Mokopane, one of the premier greenfield primary vanadium projects in the world, is a key element of Bushveld's vanadium strategy. Mokopane has been identified as a primary source of feedstock for Vanchem as a result of its large mineral reserve. The Mokopane-Vanchem model will create a fully-integrated business in a shorter timeline and at lower cost than developing Mokopane as a stand-alone operation. The conditional acquisition of Vanchem also provides product optionality, as Mokopane V(2) O(5) can be toll treated into ferrovanadium at Vanchem. Other options include supplying ore to other primary or secondary producers worldwide. The long-term plan remains to develop Mokopane into a stand-alone, integrated mine and processing plant, producing 5,300 mtVp.a. of >99 per cent purity V(2) O(5) product.

Bushveld Energy

The Bushveld Energy business model is anchored in Bushveld Minerals' low-cost production platform and smart partnerships along the VRFB value chain. In 2018, we delivered our first VRFB project in South Africa, a battery with peak power of 120kW and 450kWh of peak energy. It passed a series of manufacturer and Eskom site acceptance tests during January and February 2019.

In August, Bushveld Energy and its technical partner for the Eskom project, UniEnergy Technologies (UET) were awarded a grant from the United States Trade and Development Agency to advance testing at Eskom. The facility also supports developing new modelling capabilities to cover the combination - or "stacking" - of multiple benefits from energy storage supplied by one battery.

A key part of Bushveld Energy's strategy is the creation of an electrolyte production facility under partnership with the Industrial Development Corporation (IDC). Development of this facility advanced in 2018 and included selection of a site for the facility and initiation of the environmental impact assessment for the proposed new plant. After promising pilot results at laboratory scale of the electrolyte production process, Bushveld Energy procured 2 mtV of vanadium feedstock from Bushveld Vametco for conversion into bulk quantities of vanadium electrolyte. The scaled-up conversion process is currently being executed. If proven successful, samples from the electrolyte produced will be provided to battery companies for suitability assessment. In all, sufficient market demand for vanadium electrolyte supports the installation of an initial 200 MWh capacity facility in South Africa. This exciting project remains on track to produce electrolyte in the near term for South African and international markets.

At the beginning of 2019, Bushveld Energy announced development of a net circa 1 MW mini-grid at the Vametco mining and processing facility in South Africa. The mini-grid combines solar PV generation and energy storage using VRFB technology that are co-located at the Vametco mine and processing facility. While the mini-grid will supply, at most, eight per cent of the mine's energy consumption at any one time, the project will demonstrate the technical and commercial capability of hybrid mini-grids using solar PV and VRFB technology. Bushveld is working together with strategic partners to provide co-investment into the project, bank debt funding and engineering, procurement and construction ("EPC") services. The project could be scaled up further to provide a larger amount of energy in future. It will also use locally-mined and beneficiated vanadium, showing how VRFB energy solutions can create more local value for South Africa than any other battery storage technology.

In 2019 we plan to build on the strong base we created in 2018 for Bushveld Energy. This will include furthering our VRFB project with Eskom, participating in local tenders for energy storage system supply, developing the solar-VRFB mini-grid at Vametco and refining our vanadium electrolyte rental product. As far as electrolyte supply is concerned, we expect to announce some supply agreements with downstream stakeholders in the VRFB supply chain in the year ahead, while we make further significant progress on the manufacturing plant itself.

Sustainability

Bushveld considers its corporate social responsibility as a strategic imperative that goes beyond compliance. We strive to: 1) create value in the communities in which we operate; 2) maintain safe operations; and 3) minimise our social and environmental impact.

We see local communities as important stakeholders to build partnerships with. For this reason, when we acquired Vametco, out of our own initiative, we established the Peo Matlafatso Trust, a community development trust to house shareholding of up to 12.5 per cent in the Vametco operations. This trust is at the heart of our commitment to local communities and, through it, we envisage playing a community development role targeting the critical areas of education, health care and entrepreneurship and enterprise development.

In addition, since taking ownership of Vametco, we have ensured that we meet our obligations in respect of settlement of any outstanding obligations such as old royalties, surface lease agreements where we pay regular fees to the owners of the land on which we operate, and implementation of all community development initiatives committed to in our social and labour plan.

Lemur

While the Company has communicated its pivoting to vanadium as its core business; we are pleased with the progress made in advancing the integrated coal mining and power generation project in Madagascar. Since a technical cooperation agreement was signed with Sinohydro Corporation Limited ("Sinohydro") in 2017, Sinohydro has completed the Bankable Feasibility Study ("BFS") for both the power plant and the transmission line. With a 30-year Independent Power Producer concession from the government of Madagascar, a 30-year Power Purchase Agreement for an initial 25 MW from JIRAMA, the state-owned utility, and ongoing discussions with various private mining and industrial companies for further potential offtake from the power plant, the project is well positioned to attract appropriate value adding partners as it moves towards financing. I am particularly pleased that we have continued to advance the project in a prudent manner without stretching the Company's resources. We also welcome the support shown by the Development Bank of Southern Africa, through a US$1m project preparation financing.

Human Capital

The Company's human capital resource development efforts have been focused on reviewing and re-designing the compensation model to attract and retain top talent as well as developing a new operating model for the Company. In parallel, we undertook a leadership development initiative aimed at crystalising the leadership competencies required by the Company.

Management changes and succession

We are started 2019 with changes in the management team of Vametco, notably with Malcolm Curror stepping down as CEO of Vametco. Malcolm will continue to provide consulting service to Bushveld Minerals. Malcolm has been succeeded by Bertina Symonds who, as Vametco General Manager, combines the roles of CEO and COO. Bertina brings over 20 years of mining and beneficiation experience, most recently as the General Manager of the Nkomati Nickel Mine owned by JSE-listed African Rainbow Minerals Limited.

Lyndon Williams, former COO, has moved to a new role at Bushveld's Head Office as Group Vanadium Specialist, supporting operational integration and providing technical support to the Group's product marketing initiatives.

William Steinberg, previously Vametco's Works Manager, has been appointed as the new Chief Transformational Officer, responsible for driving the operations improvement programme

In April, Hiten Ooka joined us as Group Head of Finance, reporting to the Finance Director. Hiten is responsible for the Group's financial management capacity, including but not limited to financial reporting, treasury, tax and consolidation.

I also would like to extend my thanks to outgoing Finance Director Geoff Sproule, who will be leaving us soon. He has been a source of strength and leadership for Bushveld Minerals. We wish Geoff well in his retirement. A search for his replacement has commenced and we will look forward to making a new appointment shortly.

Bushveld Minerals: post year-end event

Vanchem acquisition

On 1 May 2019 we announced a business and share purchase agreement with Duferco Vanadium Investment Holdings SA to conditionally acquire the Vanchem businesses in South Africa for US$68 million.

This acquisition of another brownfield operating asset on South Africa's Bushveld Complex will enable us to cement our position as one of the leading vanadium producers globally and put us well on the path to achieving our 10,000 mtVp.a. production target. It will also allow us to bring the Mokopane project into production quicker and at lower cost.

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This highly strategic transaction combines our existing portfolio of high-grade, low-cost primary vanadium resources, including the Mokopane greenfield deposit, with an established production facility. This substantially reduces the capital required to bring Mokopane into production, and in a much shorter timeframe than if we had built a new plant. We consider ourselves the ideal buyer for these businesses and see the timing as opportune, given our sound portfolio of high quality deposits and the strong operating base established at Vametco.

Apart from the benefits generated by adding further brownfield processing capacity to complement the Company's high-grade deposits, there are several features of Vanchem that make it particularly attractive.

Vanchem not only brings immediate scalable processing capacity, but it also has a three-kiln configuration which provides important flexibility for the Company's production processes without compromising its cost efficiencies. Furthermore, Vanchem's attractive suite of vanadium products complements the Nitrovan(TM) produced at Vametco. These include FeV, V(2) O(5) , V(2) O(3) and vanadium chemicals. The vanadium chemicals capability will be particularly critical as the Company grows its exposure to the emerging stationary energy storage industry through VRFBs.

This acquisition is core to our growth strategy of becoming a leading, low-cost, vertically integrated producer and our ability to adequately supply the burgeoning energy storage sector.

The immediate next steps are:

   a)   Completing the Vanchem transaction as soon as possible; 
   b)   Building a sound team to operate Vanchem; and 

c) Ensuring that the production ramp-up and cost profile envisaged in the due diligence process is achieved.

Outlook

2018 marked our first year as a controlling shareholder of Vametco. With a consolidated set of results, the transition from junior miner to established producer is complete. This transition came at an opportune time, with strong and rising vanadium prices that reached a ten year high of US$127/kgV by November 2018 and with Vametco achieving a tremendous result, generating in excess of US$100 million adjusted EBITDA in its first year under the Company's control. We are mindful, however, that while Vametco generated strong cash flows, operational performance was below expectation. Although we remain one of the lowest cost producers, at 2,560 mtVp.a. we produced 40 per cent less than the potential production capacity of Vametco (albeit with some modest capital spending). The potential to further lower our cost position by maximising throughput is not lost on us and will be a key focus of our future efforts.

Following the refurbishment programme at Vanchem and the expansion programme underway at Vametco, the Company will have created a portfolio of processing assets capable of supplying approximately 10 per cent of the global vanadium market. This was acquired for less than 40 per cent of the estimated US$500 million replacement cost and used cash generated by the same assets for nearly half (US$100 million) of the cost of creating that capacity.

Once the acquisition of Vanchem is completed, we will have a sizeable production platform with an attractive portfolio of complementary vanadium products, in addition to the flexible production profile of our processing plants. To deliver on the potential of this portfolio, we will focus on disciplined execution, featuring:

-- execution of the transformation programme at Vametco to increase production first to 3,400 mtVp.a. and then to 4,200 mtVp.a., following further capital expenditure;

-- completion of the Vanchem acquisition and undertaking a refurbishment programme to deliver 4,200 mtVp.a.;

-- successful integration of Vanchem into the Bushveld Group to maximise synergies between the Vametco and Vanchem processing plants;

-- building an exceptional team of leaders to drive the Company's future operational performance; and

-- successfully executing Bushveld Energy's strategy to realise several opportunities in front of it, including the mini-grid at Vametco, construction of the electrolyte production plant, successfully launching a vanadium electrolyte rental product, project development of VRFB sites in Africa and securing large mandate opportunities for batteries while continuing our local and global efforts to promote an enabling regulatory environment for VRFBs and storage in general.

I have every confidence in the outstanding and hardworking team that has brought Bushveld Minerals to this stage, and in the expanded team that we are creating to take the Company forward.

We will continue to build strong partnerships with the various stakeholders based on mutual trust. In respect of our workers, we look forward to concluding our ESOP negotiations, laying the foundations for a future of shared responsibility and success of Vametco. In respect of our communities, we look forward to a partnership that goes beyond compliance and is built on a sense of shared ownership (thanks to the shareholding in Vametco that we have established in the interest of the communities).

And to our government in South Africa, we offer a Company deeply committed to growth, to optimising the utilisation of assets and infrastructure already established while pursuing vertical integration and proving that beneficiation has commercial and mutual economic value for us and the country. We are also delighted to be playing our part as meaningful contributors to the social and economic progress of South Africa, through the listing on the JSE later this year, which will allow South African investors access to our compelling story.

Finally, I want to thank all our shareholders who believed and bought into our vision. Delivering attractive returns to them gives me immense satisfaction. To them we owe the platform we have created today.

I have often said that "the story of Bushveld Minerals is not half-told yet." We have since successfully acquired Vametco and are in the process of acquiring Vanchem. Post the expansion and refurbishment programmes at Vametco and Vanchem, we will have a production platform with an attractive portfolio of vanadium products supplying approximately ten per cent of the global market, while poised to realise our ambition in the energy storage market by playing a leading role along the vanadium redox flow battery value chain. With these achievements, perhaps the story is now half-told. Much remains ahead!

For the opportunity and privilege to continue developing it, I am thankful.

Fortune Mojapelo

CEO, Bushveld Minerals

Consolidated Income Statement

For the year ended 31 December 2018

 
                                                   Year ended      10 months ended 
                                                  31 December          31 December 
                                                         2018                 2017 
                                           Note             $                    $ 
 
Continuing operations 
Revenue                                     5     192,089,845            2,848,360 
Cost of sales                                    (65,273,543)          (1,409,011) 
 
Gross profit                                      126,816,302            1,439,349 
 
Other operating income                              7,420,109                    - 
Selling and distribution costs                   (10,661,706)            (284,425) 
Other mine operating costs                        (2,508,971)            (158,120) 
Idle plant costs                                  (2,688,422)             (31,205) 
Administration expenses                     6    (23,202,234)          (4,820,083) 
 
Operating profit / (loss)                          95,175,078          (3,854,484) 
 Share of results of associate                              -            4,651,931 
Impairment loss on demerger of tin 
 assets                                                     -            (705,432) 
Finance income                              8       1,987,333              137,938 
Finance costs                               9     (1,233,406)          (1,112,107) 
Share based payment economic empowerment 
 transaction                                34    (3,232,425)                    - 
Movement in earnout estimate                27    (6,091,514)                    - 
 
Profit / (loss) before tax                         86,605,066            (882,154) 
 
Taxation                                    10   (37,604,907)             (10,494) 
 
Profit / (loss) after taxation                     49,000,159            (892,648) 
 
Attributable to: 
Owners of the parent                               30,215,509          (1,228,729) 
Non-controlling interests                          18,784,650              336,081 
                                                 ============      =============== 
                                                   49,000,159            (892,648) 
 
 
 
Profit / (loss) per ordinary share 
Basic and diluted profit / (loss) 
 per share (in cents)                    11  2.9                    (0.2) 
 

Consolidated Statement of Comprehensive Income

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DJ Bushveld Minerals Limited Final Results for the -6-

For the year ended 31 December 2018

 
                                                         Year ended       10 months ended 
                                                        31 December           31 December 
                                                               2018                  2017 
                                                                  $                     $ 
Profit / (loss) for the year                             49,000,159             (892,648) 
 
Other comprehensive income, net of 
 tax: 
Items that may be subsequently reclassified 
 to profit or loss: 
Currency translation differences                       (13,715,270)             1,827,623 
Available-for-sale financial assets 
 - net change in fair value                   19            659,007           (1,052,282) 
Other fair value movements                                   21,796                     - 
 
 
Total comprehensive income for the 
 year                                                    35,965,692             (117,307) 
                                                  =================  ==================== 
 
 
Attributable to: 
Owners of the parent                                     21,941,346             (383,771) 
Non-controlling interests                                14,024,346               266,464 
 
Total comprehensive income for the 
 year                                                    35,965,692             (117,307) 
                                                  =================  ==================== 
 
 

Consolidated Statement of Financial Position

As at 31 December 2018

Company number: 54506

 
                                              31 December 2018       31 December 
                                                                            2017 
                                    Note                     $                 $ 
Assets 
Non-current assets 
Intangible assets: exploration 
 and evaluation                      12             57,150,425        60,862,691 
Property, plant and equipment        13             47,881,162        44,419,179 
Investment properties                14              2,816,007         3,303,502 
Deferred tax asset                   15              3,004,141         3,275,122 
Total non-current assets                           110,851,735       111,860,494 
 
Current assets 
Inventories                          16             17,193,018        17,171,868 
Trade and other receivables          17             32,586,185        13,878,230 
Restricted investment                18              5,388,953         5,186,937 
Income tax receivable                                  251,382         1,163,229 
Available-for-sale financial 
 assets                              19              2,311,272         1,652,265 
Cash and cash equivalents            20             42,019,123         9,739,632 
 
Total current assets                                99,749,933        48,792,161 
 
Total assets                                       210,601,668       160,652,655 
                                              ================      ============ 
 
Equity and liabilities 
Share capital                        25             14,921,079        11,817,573 
Share premium                        25            101,003,256        69,222,661 
Accumulated profit / (deficit)                      21,447,137      (13,121,418) 
Warrant reserve                                              -         2,113,866 
Foreign exchange translation 
 reserve                                           (7,073,387)         1,881,579 
Fair value reserve                                   (371,479)       (1,052,282) 
                                              ----------------      ------------ 
Equity attributable to owners 
 of the parent                                     129,926,606        70,861,979 
 
Non-controlling interests                           29,712,446        36,371,168 
 
Total equity                                       159,639,052       107,233,147 
 
Non-current liabilities 
Borrowings                           21                      -         7,861,526 
Other financial liabilities          21                      -         1,366,052 
Post-retirement medical liability    23              2,377,737         2,783,456 
Environmental rehabilitation 
 liability                           24              6,632,607         6,669,432 
Deferred consideration               27             17,427,512        11,019,447 
 
Total non-current liabilities                       26,437,856        29,699,913 
 
Current liabilities 
 
Trade and other payables             22             20,203,795        20,247,713 
Provisions                           26              4,320,965         3,471,882 
 
 
Total current liabilities                           24,524,760        23,719,595 
Total equity and liabilities                       210,601,668       160,652,655 
                                              ================      ============ 
 
 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2018

Attributable to owners of the parent company

 
                                                                             Foreign 
                                             Accumulated      Warrant       exchange                                       Non- 
                       Share         Share     profits /      reserve    translation     Fair value                 controlling         Total 
                     capital       premium     (deficit)                     reserve        reserve         Total     interests        equity 
                           $             $             $            $              $              $             $             $             $ 
Total equity at 
 28 February 
 2017              9,393,321    82,198,556  (11,892,689)      801,596       (15,660)              -    80,485,123     2,742,822    83,227,945 
(Loss) profit 
 for the 
 period                    -             -   (1,228,729)            -              -              -   (1,228,729)       336,081     (892,648) 
Other 
comprehensive 
income, 
net of tax: 
Fair value 
 movement on 
 investments               -             -             -            -              -    (1,052,282)   (1,052,282)             -   (1,052,282) 
Currency 
 translation 
 differences               -             -             -            -      1,897,240              -     1,897,240      (69,617)     1,827,623 
----------------  ----------  ------------  ------------  -----------  -------------  -------------  ------------  ------------  ------------ 
Total 
 comprehensive 
 income 
 for the period            -             -   (1,228,729)            -      1,897,240    (1,052,282)     (383,771)       266,464     (117,307) 
Transactions 
with owners: 
Grant of 
 warrants                  -             -             -    1,312,270              -              -     1,312,270             -     1,312,270 
Exercise of 
 warrants            956,017     1,325,495             -            -              -              -     2,281,512             -     2,281,512 
Issue of shares    1,468,235     7,485,492             -            -              -              -     8,953,727             -     8,953,727 
Distribution of 
 capital 
 on de-merger              -  (21,786,882)             -            -              -              -  (21,786,882)             -  (21,786,882) 
Non-controlling 
 interest                  -             -             -            -              -              -             -    33,361,882    33,361,882 
----------------  ----------  ------------  ------------  -----------  -------------  -------------  ------------  ------------  ------------ 
Total equity at 
 31 December 
 2017             11,817,573    69,222,661  (13,121,418)    2,113,866      1,881,579    (1,052,282)    70,861,979    36,371,168   107,233,147 
----------------  ----------  ------------  ------------  -----------  -------------  -------------  ------------  ------------  ------------ 
Profit for the 
 year                      -             -    30,215,509            -              -              -    30,215,509    18,784,650    49,000,159 
Other 
comprehensive 
income, 
net of tax: 
Fair value 
 movement on 
 investments               -             -             -            -              -        680,803       680,803             -       680,803 
Currency 
 translation 
 differences               -             -             -            -    (8,954,966)              -   (8,954,966)   (4,760,304)  (13,715,270) 
----------------  ----------  ------------  ------------  -----------  -------------  -------------  ------------  ------------  ------------ 
Total 
 comprehensive 
 income 
 for the year              -             -    30,215,509            -    (8,954,966)        680,803    21,941,346    14,024,346    35,965,692 
Transactions 
with owners: 
Exercise of 
 warrants            547,453     4,232,445             -            -              -              -     4,779,898             -     4,779,898 
Issue of shares    2,556,053    27,548,150             -            -              -              -    30,104,203             -    30,104,203 
Reserve transfer           -             -     2,113,866  (2,113,866)              -              -             -             -             - 
Change in 
 non-controlling 
 interest                  -             -     2,239,180            -              -              -     2,239,180  (19,739,180)  (17,500,000) 
Dividends paid 
 to 
 non-controlling 
 interest                  -             -             -            -              -              -             -     (943,888)     (943,888) 
 
Total equity at 
 31 December 
 2018             14,921,079   101,003,256    21,447,137            -    (7,073,387)      (371,479)   129,926,606    29,712,446   159,639,052 
----------------  ----------  ------------  ------------  -----------  -------------  -------------  ------------  ------------  ------------ 
 

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DJ Bushveld Minerals Limited Final Results for the -7-

Consolidated Statement of Cash Flows

For the year ended 31 December 2018

 
                                                                 Year ended      10 months ended 
                                                                31 December          31 December 
                                                                       2018                 2017 
                                                                          $                    $ 
                                                         Note 
           Cash flows from operating activities 
 
           Profit / (loss) before taxation                       86,605,066            (882,154) 
           Adjustments for: 
           Depreciation property, plant and equipment     13      6,039,339               60,443 
           Fair value economic empowerment transaction    34      3,232,425                    - 
           Movement in earnout estimate                   27      6,091,514                    - 
           Impairment loss on demerger                    12              -              705,432 
           Finance income                                 8     (1,987,333)            (137,938) 
           Finance costs                                  9       1,233,406            1,112,107 
           Share of profit in associate                                   -          (4,651,931) 
           Changes in working capital                          (25,350,569)          (1,549,643) 
           Income taxes paid                                   (30,923,733)                    - 
  Net cash generated from / (used in) 
   operating activities                                          44,940,115          (5,343,684) 
                                                               ------------      --------------- 
 
  Cash flows from investing activities 
 
  Finance income                                          8       1,987,333              137,938 
  Purchase of exploration and evaluation 
   assets                                                 12    (1,553,219)          (1,702,137) 
  Purchase of property, plant and equipment               13   (11,205,702)                    - 
  Acquisition of non-controlling interest                 33   (17,500,000)            5,953,901 
 
  Net cash (used in) / generated from 
   investing activities                                        (28,271,588)            4,389,702 
                                                               ------------      --------------- 
 
  Cash flows from financing activities 
  Finance costs                                                           -                    - 
  Net proceeds from issue of shares 
   and warrants                                           25      4,139,825            2,281,512 
  Net proceeds from capital raised                        21     19,006,177            8,830,514 
  Net repayments of other borrowings                      21    (6,907,035)            (173,732) 
  Net cash generated from financing 
   activities                                                    16,238,967           10,938,294 
                                                               ------------      --------------- 
 
  Net increase in cash and cash equivalents                      32,907,494            9,984,311 
 
  Cash and cash equivalents at the beginning 
   of the year                                                    9,739,632              176,954 
 
  Effect of foreign exchange rates                                (628,003)            (421,633) 
 
  Cash and cash equivalents at end of 
   the year                                                      42,019,123            9,739,632 
                                                               ============      =============== 
 
   1.         Corporate information and principal activities 

Bushveld Minerals Limited ("Bushveld") was incorporated and domiciled in Guernsey on 5 January 2012 and admitted to the AIM market in London on 26 March 2012.

Bushveld has changed its presentational reporting currency from British Pound Sterling to United States Dollars. The change has been made because the majority of the group's sales and vanadium prices are denominated in United States Dollars. The comparative information in these financial statements has been re-translated into United States Dollars.

The Bushveld Group comprises Bushveld Minerals Limited and its subsidiaries as noted below.

During the year the Company acquired an effective 74.0% in Bushveld Vametco Holdings Proprietary Limited through the Company's acquisition of a 100.0% interest in Strategic Minerals Corporation. in Bushveld Vametco Holdings Proprietary Limited is the parent company of Bushveld Vametco Alloys Proprietary Limited, an operational vanadium mining company which owns a processing plant and an operating open cast vanadium mine, situated about 6.5 km northeast of the town of Madibeng (formerly known as Brits) which is in the Bojanala Platinum District in the North West Province of the Republic of South Africa. Bushveld Vametco Alloys Proprietary Limited has approximately 480 employees.

Bushveld Resources Limited ("BRL") is an investment holding company formed to invest in resource-based vanadium and iron ore exploration companies in South Africa. The South African subsidiaries are Pamish Investments No. 39 (Proprietary) Limited ("Pamish 39") in which BRL holds a 64% equity interest, Amaraka Investments No. 85 (Proprietary) Limited ("Amaraka 85") in which BRL holds 68.5% equity interest and Frontier Platinum Resources (Proprietary) Limited in which BRL holds 100% equity interest. The minority shareholder in Pamish 39 is Izingwe Capital (Proprietary) Limited and the minority shareholder in Amaraka 85 is Afro Multi Minerals (Proprietary) Limited.

The Lemur subsidiaries are coal project development companies. The Lemur subsidiaries are the holder of 11 concession blocks in South West Madagascar covering the Imaloto Coal Basin.

As at 31 December 2018, the Bushveld Group comprised of:

 
 Company                          Equity holding   Country of          Nature of activities 
                                   and voting       incorporation 
                                   rights 
 
 Bushveld Minerals Limited        N/A              Guernsey         Ultimate holding company 
 Bushveld Resources Limited(1)    100%             Guernsey         Holding company 
 Pamish Investments 39            64%              South Africa     Vanadium and iron 
  (Pty) Limited(2)                                                   ore exploration 
 Amaraka Investments 85           68.50%           South Africa     Vanadium and iron 
  (Pty) Limited(2)                                                   ore exploration 
 Frontier Platinum (Pty)          100%             South Africa     Group support services 
  Limited(2) 
 Bushveld Energy Limited(1)       84%              Mauritius        Holding company 
 Bushveld Energy (Pty)            100%             South Africa     Energy development 
  Limited(6) 
 Bushveld Vametco Limited(1)      100%             Guernsey         Holding company 
 Strategic Minerals Corporation   100%             United States    Holding company 
  LLC(9) 
 Bushveld Vametco Holdings        74%              South Africa     Holding company 
  (Pty) Limited(10) 
 Bushveld Vametco Alloys          100%             South Africa     Mining and manufacturing 
  (Pty) Limited(11)                                                  company 
 Bushveld Vametco Properties      100%             South Africa     Property owning company 
  (Pty) Limited(12) 
 Lemur Holdings Limited(1)        100%             Mauritius        Holding company 
 Lemur Investments Limited(5)     100%             Mauritius        Holding company 
 Coal Mining Madagascar           99%              Madagascar       Coal exploration 
  SARL(7) 
 Imaloto Power Limited(5)         100%             Mauritius        Holding company 
 Imaloto Power Project            99%              Madagascar       Power generation company 
  Company 
 SARL(8) 
 Great 1 Line Investment          62.5%            South Africa     Vanadium and iron 
  (Pty) Limited(2)                                                   ore exploration 
 Gemsbok Magnetite (Pty)          74.0%            South Africa     Vanadium and iron 
  Limited(2)                                                         ore exploration 
 Caber Trade and Invest           51.0%            South Africa     Vanadium and iron 
  1 (Pty) Limited                                                    ore exploration 
 
 
 

1 Held directly by Bushveld Minerals Limited

2 Held by Bushveld Resources Limited

3 Held by Greenhills Resources Limited

4 Held by Mokopane Tin Company (Pty) Limited

5 Held by Lemur Holdings Limited

6 Held by Bushveld Energy Limited

7 Held by Lemur Investments Limited

8 Held by Imaloto Power Limited

9 Held by Bushveld Vametco Limited

10 Held by Strategic Minerals Corporation LLC

11 Held by Vametco Holdings (Pty) Limited

12 Held by Vametco Alloys (Pty) Limited

   2.     Adoption of new and revised standards 

ACCOUNTING STANDARDS AND INTERPRETATIONS NOT APPLIED

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DJ Bushveld Minerals Limited Final Results for the -8-

Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group:

 
IFRS 16 Leases                   The new standard recognises a leased 
                                  asset and a lease liability for almost 
                                  all leases and requires them to be 
                                  accounted for in a consistent manner. 
                                  This introduces a single lessee accounting 
                                  model and eliminates the previous distinction 
                                  between an operating lease and a finance 
                                  lease. 
-------------------------------  -------------------------------------------------- 
IFRS 17 Insurance Contracts      The new standard requires insurance 
                                  liabilities to be measured at a current 
                                  fulfillment value and provides a more 
                                  uniform measurement and presentation 
                                  approach for all insurance contracts. 
                                  These requirements are designed to 
                                  achieve the goal of a consistent, principle-based 
                                  accounting for insurance contracts. 
-------------------------------  -------------------------------------------------- 
IFRIC 23 Uncertainty over        The interpretation addresses the determination 
 Income Tax Treatments            of taxable profit (tax loss), tax bases, 
                                  unused tax losses, unused tax credits 
                                  and tax rates, when there is uncertainty 
                                  over income tax treatments under IAS 
                                  12. 
-------------------------------  -------------------------------------------------- 
IFRS 9 Prepayment Features       Under IFRS 9, a debit instrument can 
 with Negative Compensation       be measured at amortised cost or at 
 - (Amendments to IFRS 9)         fair value through other comprehensive 
                                  income, provided that the contractual 
                                  cash flows are 'solely payments of 
                                  principal and interest on the principal 
                                  amount outstanding' (the SPPI) criterion) 
                                  and the instrument is held within the 
                                  appropriate business model for that 
                                  classification. The amendments to IFRS 
                                  9 clarify that a financial asset passes 
                                  the SPPI criterion regardless of the 
                                  event or circumstance that causes the 
                                  early termination of the contract and 
                                  irrespective of which party pays or 
                                  receives reasonable compensation for 
                                  the early termination of the contract. 
-------------------------------  -------------------------------------------------- 
IAS 19, Plan Amendment,          The amendments to IAS 19 Employee Benefits 
 Curtailment or Settlement        address the accounting when a plan 
 - (Amendments to IAS 19)         amendment, curtailment or settlement 
                                  occurs during a reporting period. 
-------------------------------  -------------------------------------------------- 
IAS 28 Long-term interests       The amendments clarify that an entity 
 in associates and joint          applies IFRS 9 to long-term interests 
 ventures - (Amendments to        in an associate or joint venture to 
 IAS 28)                          which the equity method is not applied 
                                  by that, in substance, form part of 
                                  the net investment in the associate 
                                  or joint venture (long-term interest). 
                                  This clarification relevant because 
                                  it implies that the expected credit 
                                  loss model in IFRS 9 applies to such 
                                  long-term interests. 
-------------------------------  -------------------------------------------------- 
IFRS 10 and IAS 28 Sale          The amendments address the conflict 
 or Contribution of Assets        between IFRS 10 and IAS 28 in dealing 
 between an Investor and          with the loss of control of a subsidiary 
 its Associate or Joint Venture   that is sold or contributed to an associate 
 (Amendments to IFRS 10 and       or joint venture. 
 IAS 28) 
-------------------------------  -------------------------------------------------- 
IFRS 3, Definition of a          The IASB issued amendments to the definition 
 Business - (Amendments to        of a business in IFRS 3 Business Combinations 
 IFRS 3)                          to help entities determine whether 
                                  an acquired set of activities and assets 
                                  is a business or not. They clarify 
                                  the minimum requirements for a business, 
                                  remove the assessment of whether market 
                                  participants are capable of replacing 
                                  any missing elements, add guidance 
                                  to help entities assess whether an 
                                  acquired process is substantive, narrow 
                                  the definitions of a business and of 
                                  outputs, and introduce an optional 
                                  fair value concentration test. New 
                                  illustrative examples were provided 
                                  along with the amendments. 
-------------------------------  -------------------------------------------------- 
IAS 1 and IAS 8 - Definition     In October 2018, the IASB issued amendments 
 of Material - (Amendments        to IAS 1 Presentation of Financial 
 to IAS 1 and IAS 8)              Statements and IAS 8 Accounting Policies, 
                                  Changes in Accounting Estimates and 
                                  Errors to align the definition of 'material' 
                                  across the standards and to clarify 
                                  certain aspects of the definition. 
                                  The new definition states that, 'Information 
                                  is material if omitting, misstating 
                                  or obscuring it could reasonably be 
                                  expected to influence decisions that 
                                  the primary users of general purpose 
                                  financial statements make on the basis 
                                  of those financial statements, which 
                                  provide financial information about 
                                  a specific reporting entity'. 
-------------------------------  -------------------------------------------------- 
 

The Directors anticipate that the adoption of these Standards and Interpretations, which become effective for annual periods beginning on or after 1 January 2019, in future periods will have no material impact on the financial statements of the Group.

   3.     Significant accounting policies 

Basis of preparation

In accordance with Section 244 of The Companies (Guernsey) Law 2008, the Group confirms that the financial information for the year ended 31 December 2018 is derived from the Group's audited financial statements and that this preliminary announcement does not include the statutory accounts and, as such, does not contain all information required to be disclosed in the financial statements prepared in accordance with International Financial Reporting Standards ("IFRS").

The statutory accounts for the year ended 31 December 2018 have been audited and approved, but have not yet been filed. The Group's audited financial statements for the year ended 31 December 2018 received an unqualified audit opinion and the auditor's report contained no statement under section 263(2) or 263(3) of The Companies (Guernsey) Law 2008. The financial information contained within this preliminary statement was approved and authorised for issue by the Board on 22 May 2019.

The financial year covers the 12 months to 31 December 2018. The comparative period covered the 10 month period to 31 December 2017.

The consolidated financial statements have been prepared under the historical cost basis, except for the revaluation of certain financial instruments and investment properties to fair value. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies are set out below.

Going concern

The group closely monitors and manages its liquidity risk, cash forecasts are regularly produced and sensitivities run for different scenarios including, but not limited to, changes in commodity prices and different production profiles from the group's producing assets. Based on the current status of the group's finances, having considered going concern forecasts and reasonably possible investments and downside scenarios, the group's forecasts demonstrate it will have sufficient liquidity headroom to meet its obligations in the ordinary course of business for the next 12 months from the date of approval of the financial statements.

Accordingly the directors are satisfied that the group continues to adopt the going concern basis of accounting in preparation of the 31 December 2018 financial statements.

   4.     Segmental reporting 

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The reporting segments are identified by the directors of the group (who are considered to be the chief operating decision makers) by the way that group's operations are organised. As at 31 December 2018 the group operated within four operating segments, mineral exploration activities for iron ore and vanadium, vanadium mining and production, coal exploration and energy. Activities take place in South Africa (iron ore, vanadium and energy) and Madagascar (coal).

Segment revenue and results

The following is an analysis of the group's revenue and results by reportable segment.

 
                      Vanadium                 Coal               Vanadium             Energy 
                       and iron             exploration          mining and                                    Total 
                   ore exploration                               production 
                                  $                   $                    $                   $                        $ 
     Year ended 
     31 
     December 
     2018 
     Results 
     Segment 
      revenue                     -                   -          192,089,845                   -                 192,089,845 
     Segment 
      costs             (2,721,652)                   -         (84,051,698)           (231,540)                (87,004,890) 
     Segmental 
      (loss) 
      / profit          (2,721,652)                   -          108,038,147           (231,540)              105,084,955 
                 ==================  ==================  ===================  ==================  ======================= 
 
 
 
                             Vanadium                 Coal              Vanadium 
                             and iron              exploration          mining and             Total 
                          ore exploration                               production 
                                        $                    $                   $                   $ 
     Period ended 31 
      December 2017 
     Results 
     Segment revenue                    -                    -           2,848,360           2,848,360 
     Segment costs              (781,367)            (629,355)         (1,233,327)         (2,644,049) 
     Segmental (loss) 
      / profit                  (781,367)            (629,355)           1,615,033             204,311 
                        -----------------  -------------------  ------------------  ------------------ 
 
 

The reconciliation of segmental profit to the group's profit / (loss) before tax is as follows:

 
                                                      Year ended         10 months ended 
                                                31 December 2018             31 December 
                                                                                    2017 
                                                               $                       $ 
 
       Segmental profit                              105,084,955                 204,311 
       Unallocated costs                            (13,142,302)             (4,058,755) 
       Share of results of associate                           -               4,651,931 
       Impairment - de-merger of tin 
        assets                                                 -               (705,472) 
       Movement in earnout estimate                  (6,091,514)                       - 
       Finance income                                  1,987,333                 137,938 
       Finance costs                                 (1,233,406)             (1,112,107) 
       Profit / (loss) before tax                     86,605,066               (882,154) 
                                        ========================  ====================== 
 

Unallocated costs relate primarily to corporate costs and parent company overheads not attributable to a specific segment.

   4.                Segmental reporting (continued) 

Other segmental information

 
                               Vanadium        Vanadium              Coal        Energy 
                               and iron        mining and     exploration                         Total 
                            ore exploration    production 
                                          $             $               $             $               $ 
 31 December 2018 
 Intangible assets 
  - exploration and 
  evaluation                     55,639,067             -       1,511,358             -      57,150,425 
 
   Total reportable 
   segmental net assets          55,639,067   132,200,627       1,511,358     (420,254)     188,930,798 
                          -----------------  ------------  --------------  ------------  -------------- 
 
 Unallocated net 
  liabilities                                                                              (29,291,746) 
 
 Total consolidated 
  net assets                                                                                159,639,052 
                                                                                         ============== 
 
 
                              Vanadium          Vanadium           Coal 
                              and iron            mining       exploration           Total 
                           ore exploration    and production 
                                 $                  $               $                    $ 
 
 31 December 2017 
 Intangible assets 
  - exploration and 
  evaluation                    60,862,691                 -              -     60,862,691 
 Total reportable 
  segmental net assets          60,862,691        67,221,312              -    128,084,003 
                         -----------------  ----------------  -------------  ------------- 
 
 Unallocated net 
  liabilities                                                                 (20,850,856) 
                                                                             ------------- 
 
 Total consolidated 
  net assets                                                                   107,233,147 
                                                                             ============= 
 
 

Unallocated assets and liabilities relate to corporate and parent company liabilities not attributable to a specific segment.

   5.         Revenue 
 
                                                    Year ended       10 months ended 
                                              31 December 2018      31 December 2017 
                                                             $                     $ 
 
   Revenue from contracts with customers           192,089,845           2,848,360 
                                            ==================  ================== 
 
 

Revenue with contract customers is generated from sale of goods and is recognised upon delivery of the goods to the customer and comprises the invoiced amount of goods to customers, net of value added tax.

   6.         Administrative expenses by nature 
 
                                          Year ended                 10 months 
                                                                         ended 
                                         31 December               31 December 
                                                2018                      2017 
                                                   $                         $ 
            The profit for the year has been arrived at after charging: 
 
 Shares issued to directors and            8,333,360                         - 
  senior employees 
 Staff costs                               7,166,859                 1,287,989 
 Depreciation of property, plant 
  and equipment                              182,159                    60,443 
 Professional fees                         1,886,507                   977,960 
 Acquisition expenses                              -                   958,718 
 Foreign exchange loss                        91,082                   758,000 
 Other                                     5,542,267                   776,973 
                                          23,202,234                 4,820,083 
                                      ==============       =================== 
 
   7.         Staff costs 

Key management personnel have been identified as the Board of directors.

Details of directors' remuneration are included in note 35 (related party transactions) and the Remuneration Report.

No pension contributions were made on behalf of the Directors and other staff members.

   8.         Finance income 
 
                    Year ended           10 months 
                                             ended 
                   31 December         31 December 
                          2018                2017 
                             $                   $ 
 
 Bank interest       1,987,333             137,938 
 
 
   9.         Finance costs 
 
                                    Year ended           10 months 
                                                             ended 
                                   31 December         31 December 
                                          2018                2017 
                                             $                   $ 
 
 Interest on convertible bonds         522,079             301,030 
 Other finance costs                   711,327             811,077 
                                     1,233,406           1,112,107 
                                 =============       ============= 
 
   10.       Taxation 

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The tax expense represents the sum of the tax currently payable and deferred tax.

 
                                                                                 Year ended            10 months ended 
                                                                           31 December 2018           31 December 2017 
 Factors affecting tax for the year / period:                                             $                          $ 
 
 Profit / (loss) before taxation                                                 86,605,066                  (882,154) 
 
 Loss before taxation multiplied by Guernsey corporation tax rate of 0%                   -                          - 
 
 South African tax - current tax                                                 32,218,043                   10,494 
 South African tax - deferred tax                                                   386,864                        - 
 US tax charge on conversion of SMC to a LLC                                      5,000,000                        - 
 
 
  Taxation expense for the year / period                                         37,604,907                   10,494 
                                                                         ==================       ================== 
 
 

Management believe that any unrecognised deferred tax assets relating to the accumulated losses in the subsidiary undertakings of the group, would be immaterial to these financial statements.

A tax liability pertaining to the conversion of a subsidiary from a corporation into a limited liability company in the United States of America has resulted in an amount of $5,000,000 which is payable to Internal Revenue Service (IRS).

   11.       Profit / (Loss) per share 

From continuing operations

The calculation of a basic profit per share of 2.9 cents (December 2017: loss per share of 0.2 cents), is calculated using the total profit for the year attributable to the owners of the company of $30,215,509 (December 2017: loss of $1,228,729) and the weighted average number of shares in issue during the year of 1,043,907,922 (December 2017: 648,698,780). The dilutive effect of other shares in issue would be immaterial to the profit per share.

   12.       Intangible exploration and evaluation assets 
 
                            Vanadium 
                            and Iron            Tin        Coal              Total 
                                 ore              $           $                  $ 
                                   $ 
 As at 1 March 2017       56,576,808     24,647,365           -         81,224,173 
 Exchange differences      2,583,746    (2,121,834)           -            461,912 
 Impairment / loss 
  on disposal                      -   (22,525,531)           -       (22,525,531) 
 Additions                 1,702,137              -           -          1,702,137 
 As at 31 December 
  2017                    60,862,691              -           -         60,862,691 
----------------------  ------------  -------------  ----------      ------------- 
 
 Exchange differences    (5,265,485)              -           -        (5,265,485) 
 Additions                    41,861              -   1,511,358          1,553,219 
 As at 31 December 
  2018                    55,639,067              -   1,511,358         57,150,425 
----------------------  ------------  -------------  ----------      ------------- 
 
 

Vanadium and iron ore

The Company's subsidiary, Bushveld Resources Limited has a 64% interest in Pamish Investment

No 39 (Proprietary) Limited ("Pamish") which holds an interest in Prospecting right 95 ("Pamish 39"). Bushveld Resources Limited also has a 68.5% interest in Amaraka Investment No 85 (Proprietary) Limited ("Amaraka") which holds an interest in Prospecting right 438 ("Amaraka 85").

Under the agreements to acquire the licences within Bushveld Resources, the group is required to fully fund the exploration activities up to the issue of the corresponding mining licences. As the non-controlling interest party retains their equity interest, the funding of their interest is accounted as deemed purchase consideration and is included in the additions in the year to exploration activities. A corresponding increase is credited to non-controlling interest.

Brits Vanadium Project

The Company is in a process to secure regulatory approval in terms of section 11 of the Mineral and Petroleum Resources Development Act (MPRDA) for change of control in respect of the acquired Sable Metals & Mining Ltd subsidiaries. Following approval, Bushveld Minerals will commence with activities to delineate the shallow resource on the Uitvalgrond farm portion.

   --      NW 30/5/1/1/2/11069 PR - held through Great Line 1 (Pty) Ltd 
   --      NW 30/5/1/1/2/11124 PR - held through Great Line 1 (Pty) Ltd 
   --      GP 30/5/1/1/02/10142 PR - held through Gemsbok Magnetite (Pty) Ltd 

Coal

Coal Exploration licences have been issued to Coal Mining Madagascar SARL a 99% subsidiary of Lemur Investments Limited.

The exploration is in South West Madagascar covering 11 concession blocks in the Imaloto Coal basin known as the Imaloto Coal Project and Extension.

Tin

In November 2017 the Group disposed of its tin assets through the demerger of Greenhills Resources Limited and the subsequent listing of Afritin Mining Limited.

   13.       Property, plant and equipment 
 
                              Buildings and               Motor vehicles 
                                      other    Plant and   Furniture and  Decommissioning  Assets under 
                               improvements    machinery       Equipment           assets  construction        Total 
                                          $            $               $                $             $            $ 
           Cost 
           At 1 March 2017                -      926,862               -                -             -      926,862 
           Additions due to 
            acquisition             583,360   39,440,168          27,382        1,439,339       892,419   42,382,668 
           Foreign exchange          27,429    1,780,363           1,288           67,674        41,960    1,918,704 
 
           At 31 December 2017      610,789   42,147,393          28,670        1,507,013       934,379   45,228,234 
           Additions                      -            -               -          271,518    10,934,184   11,205,702 
           Disposals                      -  (1,180,001)        (30,017)                -             -  (1,210,018) 
           Assets under 
            construction 
            capitalised             730,388    3,310,376         246,498                -   (4,287,262)            - 
           Foreign exchange        (82,128)  (1,398,908)         (3,856)        (202,636)     (125,639)  (1,813,167) 
           At 31 December 2018    1,259,049   42,878,860         241,295        1,575,895     7,455,662   53,410,751 
                                  ---------  -----------  --------------  ---------------  ------------  ----------- 
 
 
 
           Depreciation 
           At 1 March 2017                   -      550,511         -          -          -      550,511 
           Depreciation charge for 
            the year                         -       60,443         -          -          -       60,443 
           Foreign exchange                  -      198,101         -          -          -      198,101 
 
           At 31 December 2017               -      809,055         -          -          -      809,055 
           Depreciation charge for 
            the year                   237,758    5,508,585   209,890     83,106          -    6,039,339 
           Disposals                         -  (1,180,001)  (30,017)          -          -  (1,210,018) 
           Foreign exchange                  -    (108,787)         -          -          -    (108,787) 
           At 31 December 2018         237,758    5,028,852   179,873     83,106          -    5,529,589 
                                     ---------  -----------  --------  ---------  ---------  ----------- 
 
           Net Book Value 
           At 31 December 2018       1,021,291   37,850,008    61,422  1,492,789  7,455,662   47,881,162 
 
           At 31 December 2017         610,787   41,338,338    28,669  1,507,009    934,376   44,419,179 
                                     =========  ===========  ========  =========  =========  =========== 
 
 
  Change in estimates 
  As at 31 December 2018, management reviewed the average usage 
   lives of property, plant and equipment. As a result, the expected 
   useful lives of certain assets were decreased and fully depreciated 
   during 2018. The effect of these changes on actual and expected 
   depreciation expense, included in 'cost of sales', in current 
   and future years respectively is as follows: 
 
                                 2018         2019         2020        2021       2022       Later 
----------------------------  ----------  -----------  -----------  ---------  ---------  ----------- 
 Increase/(decrease) 
 in depreciation 
 expense                         123,234     (10,325)     (10,325)   (10,325)   (10,325)     (81,934) 
----------------------------  ----------  -----------  -----------  ---------  ---------  ----------- 
 
 
   14.       Investment properties 
 
                                                 31 December              31 December 
                                                        2018                     2017 
                                                           $                        $ 
 
            Fair value at start                    3,303,501                        - 
             of the year / period 
            Acquired in the year                           -                3,303,502 
            Fair value movements                    (20,214)                        - 
            Foreign exchange                       (467,280)                        - 

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                                     -----------------------  ----------------------- 
            Fair value at end 
             of year / period                      2,816,007                3,303,502 
                                     =======================  ======================= 
 

Land and buildings comprise residential housing in Brits and Elandsrand, North West Province.

Investment properties are stated at fair value, which has been determined based on valuations performed by Mr WJ van Aardt, an accredited independent valuer, as at 31 December 2017 and 2018. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following valuation techniques and key inputs were used in the valuation of the investment properties:

   i.          Physical inspection of each property; 
   ii.         Consultation with estate agencies to discuss current sales market trends; and 
   iii.        Comparative sales reports for locations where properties are situated were obtained. 
   15.       Deferred tax asset 
 
                                             31 December              31 December 
                                                    2018                     2017 
                                                       $                        $ 
 
            As at 31 December 
             2018                              3,004,141                3,275,122 
                                 =======================  ======================= 
 
 
   16.       Inventories 
 
                                                      31 December                              31 December              GBP 
                                                             2018                                     2017 
                                                                $                                        $ 
            Finished goods                              6,094,274                                6,476,940 
            Work in progress                            4,489,189                                4,391,664 
            Raw materials                               2,157,296                                1,617,291 
            Consumable stores                           4,452,259                                4,685,973 
                                           ---------------------- 
            Inventories                                17,193,018                               17,171,868 
                                           ======================                  ======================= 
 

The amount of write-down of inventories due to net realisable value provision requirement is nil.

   17.        Trade and other receivables 
 
                                31 December        31 December 
                                       2018               2017 
                                          $                  $ 
 
 Trade receivables               27,454,540          8,278,854 
 Other receivables                5,131,645          5,599,376 
 Trade and other receivables     32,586,185         13,878,230 
                               ============       ============ 
 

Trade receivables are non-interest bearing and are generally on 15-90 day terms. There were no indicators of impairment at the year end. At 31 December 2018 the group had one customer which accounted for approximately 90% of trade receivables.

The directors consider that the carrying amount of trade and other receivables approximates to their fair value due to their short- term nature. As at the year end, no receivables are past their due date, hence no allowance for doubtful receivables is provided on the basis that expected credit losses are nil.

The total trade and other receivables denominated in South African Rand amount to $1,602,806 (December 2017: $7,471,478).

   18.          Restricted investment 
 
                                           31 December      31 December 
                                                  2018             2017 
                                                     $                $ 
 
           Rehabilitation trust fund and 
            insurance fund                   5,388,953        5,186,937 
                                           =========== 
 
 

The group is required by statutory law in South Africa to hold these restricted investments in order to meet decommissioning liabilities on the statement of financial position (note 24).

   19.          Available-for-sale financial asset 
 
 
                                                $ 
  AIM listed shares 
  As at 1 January 2018                  1,652,265 
  Fair value movement                     659,007 
  As at 31 December 
   2018                                 2,311,272 
                                      ----------- 
 
 

The Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

   20.          Cash and cash equivalents 
 
                                      31 December      31 December 
                                             2018             2017 
                                                $                $ 
 
           Cash at hand and in bank    42,019,123        9,739,632 
                                      =========== 
 
 

Cash and cash equivalents (which are presented as a single class of assets on the face of the Statement of Financial Position) comprise cash at bank and other short-term highly liquid investments with an original maturity of three months or less. The directors consider that the carrying amount of cash and cash equivalents approximates their fair value.

The total cash and cash equivalents denominated in South African Rand amount to $38,304,481 (December 2018: $7,223,070).

   21.          Borrowings and other financial liabilities 
 
                                       31 December         31 December 
                                              2018                2017 
                                                 $                   $ 
 
 Convertible loan notes                                 -     7,861,526 
 Other financial liabilities                            -     1,366,052 
                                      -------------------  ------------ 
 
                    -                                        9,227,578 
  ===================                                     ============ 
 

Settlement of convertible bonds

The outstanding convertible bonds balance was reduced by the following conversions:

-- $337,300 of convertible bonds converted into 3,078,817 ordinary shares of 1 pence each of the Company at a conversion price of 8.12 pence each on 18 January 2018. Following the exercise, Atlas held a total of $9,039,640 Convertible Bonds;

-- $944,440 of convertible bonds converted into 8,620,689 ordinary shares of 1 pence each of the Company at a conversion price of 8.34 pence each on 23 January 2018. Following the exercise, Atlas held a total of $8,095,200 Convertible Bonds;

-- $1,349,200 of convertible bonds converted into 11,990,407 ordinary shares of 1 pence each of the Company at a conversion price of 8.34 pence each on 19 February 2018. Following the exercise, Atlas held a total of $6,746,000 Convertible Bonds;

-- $978,170 of convertible bonds converted into 8,809,234 ordinary shares of 1 pence each of the Company at a conversion price of 8.23 pence each 14 March 2018. Following this exercise, Atlas held a total of $5,767,830 Convertible Bonds.

On 14 June 2018, Bushveld fully redeemed the issued Convertible Bonds. The Convertible Bonds were settled in full for a final aggregate cash payment of $6.9 million, including interest and early redemption charges.

   22.          Trade and other payables 
 
                         31 December        31 December 
                                2018               2017 
                                   $                  $ 
 
 Trade payables           12,140,084         10,874,018 
 Other payables                    -          6,381,182 
 Accruals                  8,063,711          2,992,513 
                          20,203,795         20,247,713 
                        ============       ============ 
 

Trade and other payables principally comprise amounts outstanding for trade purchases and on-going costs. The average credit period taken for trade purchases is 30 days.

The group has financial risk management policies in place to ensure that all payables are paid within the pre-arranged credit terms. No interest has been charged by any suppliers as a result of late payment of invoices during the year.

The directors consider that the carrying amount of trade and other payables approximates to their fair value.

The total trade and other payables denominated in South African Rand amount to $15,793,322 (December 2018: $14,840,008).

   23.       Post-retirement medical liability 
 
 
                                        31 December 2018 
                                                       $ 
 Benefit liability 
 As at 1 January 2018                          2,783,456 
 Actuarial changes 
  arising from changes 
  in financial assumption                      (405,719) 
                              -------------------------- 
 
   Balance at 31 December 
   2018                                        2,377,737 
                              ========================== 
 

The benefit comprises medical aid subsidies provided to qualifying retired employees. Actuarial valuations are made annually, and the most recent valuation was made on 31 December 2018.

The main assumptions in the valuation are:

 
 
 Discount rate                  9.90% 
 Health care cost inflation     8.20% 
 Average retirement age         76.6 years 
 

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A one percentage point change in the assumed rate of healthcare costs would have the following effect on the present value of the unfunded obligation: Plus 1%: $2,6 million; Less 1%: $2,1 million.

A one percentage point change in the assumed interest rate would have the following effect on the present value of the unfunded obligation; Plus 1%: $0,25 million; Less 1%: $0,21 million.

   24.          Environmental rehabilitation liability 
 
                                                                               31 December 2018 
                                                                                              $            31 December 
                                                                                                                  2017 
                                                                                                                     $ 
 
            Provision for future 
             environmental rehabilitation 
             costs                                                                    6,632,607              6,669,432 
                                                                   ============================  ===================== 
 
 
 
 

Provision for future environmental rehabilitation costs are made on a progressive basis. Estimates are based on costs that are regularly reviewed and adjusted as appropriate for new circumstances.

The rehabilitation provision represents the present value of rehabilitation costs relating to the mine sites, which are expected to be incurred up to 2037, which is when the producing mine properties are expected to cease operations. The provisions are based on management's estimates and assumptions based on the current economic environment. Actual rehabilitation costs will ultimately depend upon future market prices for the necessary rehabilitation works and timing of when the mine ceases operation. Furthermore, the timing of rehabilitation is likely to depend on when the mines cease to produce at economically viable rates. This, in turn, will depend upon future vanadium prices, which are inherently uncertain.

The discount rate used in the calculation of the provision as at 31 December 2018 was 9.73% (2017: 9.79%).

25. Share capital and share premium

 
                                                                                 Total share 
                                      Shares    Share capital    Share premium       capital 
                                      Number                $                $   and premium 
                                                                                           $ 
At 1 March 2017                  696,214,271        9,393,318       82,198,555    91,591,873 
Warrants exercised                70,858,086          956,018        1,325,495     2,281,513 
Conversion of convertible 
 bonds                            13,056,184          176,155        1,240,506     1,416,661 
Other issues - Dawnmin            41,000,000          553,173          323,809       876,982 
Distribution of capital 
 on de-merger                              -                -     (21,786,883)  (21,786,883) 
Shares issued on acquisition      54,766,364          738,909        5,921,179     6,660,088 
 
At 1 January 2018                875,894,905       11,817,573       69,222,661    81,040,234 
Conversion of convertible 
 bonds                            32,499,147          413,649        2,991,090     3,404,739 
Warrants exercised                33,737,419          429,409        3,710,416     4,139,825 
Shares issued                    152,749,172        1,944,191       18,080,981    20,025,172 
Shares issued to directors 
 and staff                        24,847,310          316,257        8,017,103     8,333,360 
Share issue expenses                       -                -      (1,018,995)   (1,018,995) 
 
At 31 December 2018            1,119,727,953       14,921,079      101,003,256   115,924,335 
 
 

The Board may, subject to Guernsey Law, issue shares or grant rights to subscribe for or convert securities into shares. It may issue different classes of shares ranking equally with existing shares. It may convert all or any classes of shares into redeemable shares. The Company may also hold treasury shares in accordance with the law. Dividends may be paid in proportion to the amount paid up on each class of shares.

As at the 31 December 2018 the Company owns 670,000 (December 2017: 670,000) treasury shares with a nominal value of 1 pence.

Equity placing

On 26 March 2018, the Company raised approximately US$20 million (before expenses) by way of an oversubscribed placing of 152,749,172 new ordinary shares of 1 penny each at a price of 10.3 pence per share with leading institutional and mining investors (the "Placing"). The price was calculated as the 5 day volume weighted average price (as published by Bloomberg) at close of trading Monday 19 March 2018. The Placing shares represented approximately 14.4% of the Company's issued share capital on admission.

The planned use of the net proceeds of the Placing was to:

   --      Redeem the outstanding Atlas Capital Convertible Bond US$6.9m; 

-- Simplify Bushveld's organisational and corporate structure to improve Bushveld's exposure to the underlying cash flows of its assets US$9.0m ; and

-- Support Bushveld's vanadium expansion programme: Expansion of the vanadium reserves and resources at the Vametco mine and Brits Project for future production and support Vametco's expansion plans to increase production to more than 5,000mtV and beyond US$5.6m

Shares issued to directors and staff

During the course of the year a benchmarking exercise was conducted in order to address a pay gap matter which resulted in a one-off retrospective compensation by way of shares being issued to employees, directors and advisors. Further to the approval by Shareholders of the Retrospective Compensation Scheme, the Compensation Shares were issued as follows:

Nature and purpose of reserves

Share premium

The share premium reserve represents the amount subscribed for share capital in excess of nominal value.

Warrant reserve

The warrant reserve represents proceeds on issue of warrants relating to the equity component (i.e. option to convert the debt into share capital).

Foreign exchange translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of financial statements of foreign operations.

Fair value reserve

The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets until the assets are derecognised or impaired.

Accumulated profit / loss

The accumulated profit / loss reserve represents other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

   26.       Provisions 
 
                           Leave pay   Performance      Surface         Other         Total 
                           and bonus         bonus        lease 
                                   $             $            $             $             $ 
 
 Balance at 1 March                -             -            -             -             - 
  2017 
 Acquired during 
  the period                 929,525     1,293,417    1,148,922       100,018     3,471,882 
                         -----------  ------------  -----------  ------------  ------------ 
 Balance at 1 January 
  2018                       929,525     1,293,417    1,148,922       100,018     3,471,882 
 Additional provisions        73,314     1,841,460     (86,905)     2,158,839     3,986,708 
 Utilised during 
  the year                         -   (2,175,591)    (315,116)     (192,524)   (2,683,231) 
 Foreign exchange          (166,384)     (150,201)    (124,285)      (13,524)     (454,394) 
 
 Balance at 31 
  December 2018              836,455       809,085      622,616     2,052,809     4,320,965 
                         -----------  ------------  -----------  ------------  ------------ 
 

Leave pay and bonus

Leave pay represents employee leave days due multiplied by their cost to the company employment package. The bonus represents the estimated amount due to employees based on their approved bonus scheme.

Performance bonus

The performance bonus represents an incentive bonus due to senior employees, calculated in terms of an approved scheme based on the company's operating results.

Surface lease

The provision is based on management's best estimate of the expenditure required to settle the obligation for surface lease rentals to Co--Owners, subsequent to finalisation of the surface lease agreements.

Other

The other provision represents amounts funded by the Industrial Development Corporation of South Africa to Bushveld Energy as well as group tax, legal and consulting fees expected fees to be charged.

   27.       Deferred consideration 
 
                                                                       31 December 2018 
                                                                                      $             31 December 
                                                                                                           2017 
                                                                                                              $ 
            Opening balance                                                  11,019,447                       - 
            Initial recognition 
             on acquisition                                                           -              11,019,447 
            Unwinding of discount                                               316,551                       - 
            Movement in earnout                                               6,091,514                       - 
             estimate 
            Closing balance                                                  17,427,512              11,019,447 

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DJ Bushveld Minerals Limited Final Results for the -13-

                                                           ============================  ====================== 
 
 
 

At the year-end management have updated their estimate of the earnout payable on the acquisition of the Vametco Group, which is based on the expected EBITDA for the year ended 31 December 2020.

   28.          Warrants 

The warrants in issue during the year are as follows:

 
                                                               Number of warrants 
-------------------------------------------------  ------------------------------ 
            Outstanding at 1 March 2017                               114,109,300 
            Granted during the 10 months to 31 
             December 2017                                             36,877,820 
            Exercised during the 10 months to 
             31 December 2017                                       (103,552,751) 
            Outstanding at 31 December 2017                            47,439,660 
            Exercisable at 30 December 2017                            47,439,660 
            Exercised during year to 31 December 
             2018                                                    (47,439,660) 
            Outstanding at 31 December 2018                                     - 
-------------------------------------------------  ------------------------------ 
 
   29.       Financial instruments 

The group is exposed to the risks that arise from its use of financial instruments. This note describes the objectives, policies and processes of the group for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

Capital risk management

The group manages its capital to ensure that entities in the group will be able to continue as going concerns while maximising returns to shareholders. In order to maintain or adjust the capital structure, the group may issue new shares or arrange debt financing. At the reporting date, the group had borrowings of nil (2017: $9,211,774).

The capital structure of the group consists of cash and cash equivalents and equity, comprising issued capital and retained profits.

The group is not subject to any externally imposed capital requirements.

Significant accounting policies

Details of the significant accounting policies and methods adopted including the criteria for recognition, the basis of measurement and the bases for recognition of income and expenses for each class of financial asset, financial liability and equity instrument are disclosed in note 3.

Principal financial instruments

The principal financial instruments used by the group, from which financial instrument risk arises, are as follows:

   --       Trade and other receivables 
   --       Cash at bank 
   --       Trade and other payables 
   --       Borrowings 
   --       Investments in listed shares 

Categories of financial instruments

The group holds the following financial assets:

 
                                       31 December                        31 December 
                                              2018                               2017 
                                                 $                                  $ 
 Loans and receivables 
 Trade and other receivables            32,586,186                         13,878,230 
 Restricted investment                   5,388,953                          5,186,937 
 Cash and cash equivalents              42,019,123                          9,739,632 
 Available for sale financial 
  assets                                 2,311,272                          1,652,265 
 
 Total financial assets                 82,305,534                         30,457,064 
                                      ============       ============================ 
 

The group holds the following financial liabilities:

 
                                      31 December        31 December 
                                             2018               2017 
                                                $                  $ 
 Other financial liabilities 
 Trade and other payables              20,203,795         20,247,713 
 Borrowings                                     -          7,861,526 
                                     ------------       ------------ 
 Total financial liabilities           20,203,795         28,109,239 
                                     ============       ============ 
 

The directors are of the opinion that the book value of financial instruments approximates fair value. The carrying value less allowance for credit losses for trade receivables and payables are assumed to approximate their fair values.

General objectives, policies and processes

The Board has overall responsibility for the determination of the group's risk management objectives and policies. The Board receives reports through which it reviews 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 polices that seek to reduce risk as far as possible without unduly affecting the group's competitiveness and flexibility. Further details regarding these policies are set out below:

Price risk

 
  The Group's exposure to commodity price risk is dependent on 
   the fluctuating price of the various commodities that it mines 
   and sells. 
  The average market price of each of the following commodities 
   was: 
                                                 2018                      2017 
                                                $/Kg V                    $/Kg V 
                               ----------------------------------------  ------- 
  NV                                             67.36                    29.25 
  MVO                                           110.12                      - 
 
 
 
   If the average price of each of these commodities increased/decreased 
    by 10% the total sales related to each of these commodities 
    would have increased/decreased as follows:                              Effect on 2018          Effect on 
                                         revenue           2018 net 
                                               $             income 
                                                                  $ 
 
     NV                               17,273,858         12,437,178 
     MVO                                  93,862             67,581 
 
                                      17,367,720         12,504,758 
                                 ===============        =========== 
 

A 2017 analysis has not been included because the group was only exposed to significant price risk following the acquisition of the Vametco group in December 2017.

Credit risk

Credit risk arises principally from the group's cash balances with further risk arising due to its other receivables and available-for-sale investments. Credit risk is the risk that the counterparty fails to repay its obligation to the group in respect of the amounts owed. The group gives careful consideration to which organisations it uses for its banking services in order to minimise credit risk.

It is the group's policy that all suppliers who wish to trade on credit terms are subject to credit verification

procedures. Credit risk arises from credit exposure to customers, including outstanding receivables and

committed transactions.

Trade account receivables comprise a limited customer base. Ongoing credit evaluation of the financial position of customers is performed and granting of credit is approved by directors.

The group's credit risk is considered by counterparty, geography and by currency. The group has a significant concentration of cash held on deposit with large banks in South Africa, Mauritius and the United Kingdom and America with A ratings and above (Standard and Poors).

The concentration of credit risk by currency was as follows:

 
                         31 December        31 December 
                                2018               2017 
 Currency                          $                  $ 
 
 Sterling                  1,548,907          2,693,382 
 South African Rand       10,322,765          6,489,818 
 United States Dollar     30,147,451            556,432 
                        ------------       ------------ 
                          42,019,123          9,739,632 
                        ============       ============ 
 

At 31 December 2018, the group held no collateral as security against any financial asset. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the group's maximum exposure to credit risk without taking account of the value of any collateral obtained. At 31 December 2018, no financial assets were past their due date. As a result, there has been no impairment of financial assets during the year. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. Management considers the above measures to be sufficient to control the credit risk exposure.

Liquidity risk

Liquidity risk is the risk that the group will encounter difficulty in meeting its financial obligations as they fall due. Ultimate responsibility for liquidity risk management rests with the Board of directors. The Board manages liquidity risk by regularly reviewing the group's gearing levels, cash-flow projections and associated headroom and ensuring that excess banking facilities are available for future use.

The group maintains good relationships with its banks, which have high credit ratings and its cash requirements are anticipated via the budgetary process. At 31 December 2018, the group had $42,019,123 (December 2017: $9,739,632) of cash reserves.

Market risk

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The group's activities expose it primarily to the financial risk of changes in foreign currency exchange rates and interest rates.

Interest rate risk

With the exception of cash and cash equivalents, the group's only interest-bearing assets or liabilities were the convertible loan notes (see note 21), which carry a fixed rate of interest and were redeemed or settled in full in the year. The group was therefore exposed to minimal interest rate risk during the year. For this reason, no sensitivity analysis has been performed regarding interest rate risk.

Foreign exchange risk

As highlighted earlier in these financial statements, the functional currency of the group is US Dollars. The group also has foreign currency denominated assets and liabilities. Exposures to exchange rate fluctuations therefore arise. The carrying amount of the group's foreign currency denominated monetary assets and liabilities, all in US Dollars, are shown below:

 
                              31 December 2018         31 December 
                                                              2017 
                                             $                   $ 
 
 Cash and cash equivalents          11,871,672           9,183,200 
 Other receivables                   5,383,027           5,599,376 
 Trade and other payables          (9,161,039)        (20,247,713) 
                             -----------------       ------------- 
 
                                     8,093,660         (5,465,137) 
                             =================       ============= 
 

The group is exposed to a level of foreign currency risk. Due to the minimal level of foreign transactions; the directors currently believe that foreign currency risk is at an acceptable level.

The group does not enter into any derivative financial instruments to manage its exposure to foreign currency risk.

   30.      Operating lease commitments 

The group had total commitments at the reporting date under non-cancellable operating leases falling due as follows:

 
                                       31 December           31 December 
                                              2018                  2017 
                                Land and buildings    Land and buildings 
                                                 $                     $ 
 
 Within one year                           991,870             1,072,829 
 Between one and five years              1,904,324             1,908,800 
 More than five years                    7,812,984                     - 
                                        10,709,178             2,981,629 
 
 
   31.          Contingent liabilities 

As required by the Minerals and Petroleum Resources Act (South Africa), a guarantee amounting to $5,651,318 before tax and $4,068,946 after tax was issued in favour of the Department of Mineral Resources for the unscheduled closure of the mine. This guarantee was issued on condition that a portion be deposited in cash with Guard Risk Insurance Company Ltd with restricted use by the Group, as per the below.

The restricted cash disclosed as a current asset consists of $2,455,711 (2017: $2,850,636) paid to Investec Bank Limited and $1,996,638 (2017:$2,336,300) paid to Guardrisk Insurance Company Ltd, to enable Guard Risk Insurance Company Ltd to issue a guarantee to the Department of Mineral Resources for the mine's environmental rehabilitation obligation. The insurance company deposited this balance in a Money Market account and interest at a rate of 5.75% is earned on the net credit balance. The guarantee is valid for three years, commencing on 1 April 2015 and the funds are only available if the agreement is terminated with a three months' notice period. The contract was renewed on 1 April 2018, it will expire on 31 March 2021.

   32.          Capital commitments 
 
                                  31 December        31 December 
                                         2018               2017 
                                            $                  $ 
 
 Authorised and contracted 
  for                               7,599,075          5,887,761 
 Authorised but not contracted 
  for                               2,258,667          3,098,650 
 
                                    9,857,742          8,986,411 
                                 ============       ============ 
 
   33.       Acquisition of Sojitz interest in Strategic Minerals Corporation 

On 13 September 2018, the group completed the acquisition of a 21.22 per cent interest in Strategic Minerals Corporation, an intermediate holding company of Vametco Alloys Proprietary Limited, from Sojitz Noble Alloys Corporation for a total cash consideration of $17,500,000 ("the transaction"). On completion of the transaction, the Bushveld group increased its indirect beneficial interest in Vametco Alloys Proprietary Limited from 59.1 per cent to 75 per cent.

Transaction summary

-- The group acquired all of Sojitz Noble Alloys Corporation's shareholding interest and accompanying rights in Strategic Minerals Corporation, the 75 per cent owner of Vametco Alloys Proprietary Limited, for a total consideration of US$20,000,000 (twenty million US dollars). The US$20,000,000 consideration payable comprises:

o US$17,500,000 in cash (seventeen million five hundred thousand US dollars) for the sale shares; and

o US$2,500,000 in cash (two million five hundred thousand US dollars) in full and final settlement of accrued but unpaid dividends on the sale shares;

-- The Sojitz Noble Alloys Corporation shareholding in Strategic Minerals Corporation was acquired free from all claims, liens, equities, charges, encumbrances and adverse rights of any description, and together with all rights attaching thereto, accrued or contingent.

-- Following completion of the transaction Bushveld, through wholly owned Bushveld Vametco Limited, owns 100 per cent of Strategic Minerals Corporation and therefore have an indirect beneficial interest of 75 per cent in Vametco Alloys Proprietary Limited (subsequently reduced to 74 per cent - see note 34).

   --      The group used existing cash resources to complete the transaction. 
   34.    Broad Based Black Economic Empowerment ownership in the Group 

On 27 September 2018, the group completed the sale of a 1.0% equity interest in Bushveld Vametco Holdings (Proprietary) Limited equally to its two Broad Based Black Economic Empowerment Shareholders, Business Ventures Investments No. 1833 (Proprietary) Limited and Business Ventures Investments No. 973 (Proprietary) Limited ("BBBEE Shareholders") for a total cash consideration of R1,780,000.

The commitment to conclude the transaction at the agreed consideration was made by the previous Strategic Minerals Corporation owners, prior to Bushveld Minerals Limited's acquisition of Strategic Minerals Corporation, with a view to meeting the Black Economic Empowerment equity requirements as set out in the recently promulgated Mining Charter III. Accordingly, the sale increased Bushveld Vametco Holdings (Proprietary) Limited's Broad Based Black Economic Empowerment shareholding from 25.0% to 26.0%, ensuring Bushveld Vametco Holdings (Proprietary) Limited is fully compliant with the minimum Black Economic Empowerment ownership requirements of the Mining Charter. Bushveld Minerals Limited's shareholding in Bushveld Vametco Holdings (Proprietary) Limited, through its wholly owned subsidiary Strategic Minerals Corporation, accordingly, reduces to 74%.

Transaction summary

-- Total 1.0% interest acquired to increase total Broad Based Black Economic Empowerment shareholders interest to 26.0% for a total cash consideration of R1,780,000;

-- The R1,780,000 consideration was vendor financed provided to Broad Based Black Economic Empowerment shareholders by Bushveld Minerals which has since been repaid;

-- The share based payment charge recognised in the income statement of $3,232,425 represents the difference between the grant date fair value and the 1% interest and the amount receivable for the shares. A charge has been recognised in the income statement to recognise the services (BEE credentials) received by the group.

The fair value of the shares were determined by using the estimated fair value of the subsidiary company. The fair value of the subsidiary company was determined using the following assumptions:

   --      Future estimated vanadium prices 
   --      Future estimated exchange rates 
   --      Future estimated production volumes 
   --      Discount rate of 12.8% 
   --      New order mining rights will expire in 2037 
   35.          Related party transactions 

Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

VM Investments Limited is a related party due to two of the Executive Directors (Fortune Mojapelo and Anthony Viljoen) of Bushveld Minerals Limited being majority shareholders of VM Investments. At the year end, VM Investments Ltd (VMI) owed the group $22,688 (2017: nil).

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DJ Bushveld Minerals Limited Final Results for the -15-

The remuneration of the directors, who are the key management personnel of the group, is set out below. Further information about the remuneration of individual directors is provided in the Directors' remuneration report.

 
                                           Year ended        10 months ended 
                                          31 December            31 December 
                                                 2018                   2017 
                                                    $                      $ 
 
 Fees for services as directors               196,557                 65,774 
 Short-term employee benefits                 595,670                336,176 
 Share based payments (note                 6,058,690                      - 
  25) 
                                        ------------- 
                                            6,850,917                401,950 
                                        =============       ================ 
 
   36.          Events after the reporting date 

Vanchem acquisition

On 1 May 2019 the Company announced it had entered into a Business and Share Purchase Agreement (the "Agreement") with Vanchem Vanadium Products (Pty) Limited ("VVP"), a subsidiary of Duferco Vanadium Investment Holding S.A. ("Duferco"), South African Japan Vanadium Proprietary Limited ("SAJV"), a wholly owned subsidiary of VVP and Duferco Participations Holding S.A. to conditionally acquire the following vanadium production assets in South Africa (the "Transaction"):

   (i)            the vanadium production business of VVP as a going concern ("Vanchem Plant"); 

(ii) the ferrovanadium production business of SAJV as a going concern ("SAJV Business"); and

(iii) 100 per cent of the outstanding shares of Ivanti Resources (Pty) Limited ("Ivanti"), a subsidiary of Duferco Participations Holding S.A, which has economic rights to certain secondary vanadium units treated within the Vanchem Plant.

The assets are being acquired as one indivisible transaction, for an aggregate cash consideration of US$68 million (the "Consideration"), which is to be settled in two stages. The Vanchem Plant and SAJV Business are hereinafter jointly referred to as the Vanchem Business ("Vanchem Business").

Key aspects of the acquisition transaction include the following:

-- The Company is acquiring the Vanchem Business and 100 per cent of the outstanding shares of Ivanti for an aggregate Consideration of US$68 million.

   --      Consideration is payable in two stages, 

o US$6.8 million paid on 30 April 2019 following the execution of the Agreement into an escrow account pending completion of the Transaction, and

o US$61.2 million to be settled in full no sooner than 31 July 2019 and no later than 31 October 2019.

-- All fair value determinations of assets being acquired will be completed on or before Transaction completion date.

-- For a 12 month period after completion of the Transaction, VVP will be entitled to 50 per cent of the profits made by Ivanti.

-- The Vanchem Plant is a primary vanadium producing facility with a beneficiation plant capable of producing various vanadium oxides, ferro-vanadium and vanadium chemicals.

-- The Vanchem Plant is located approximately 200 km by road from the Company's Mokopane Vanadium Project ("Mokopane"). Mokopane is intended to become a primary source of feedstock for the Vanchem Business and its development will be accelerated as a result of the Transaction.

-- Capital expenditure requirements associated with developing Mokopane are estimated to be US$20 million.

-- The Vanchem Business provides immediate production growth, adding an estimated 960mtV on an annualised basis using one of the three kilns on site and is expected to achieve a steady state production of 4,200 mtV per annum following refurbishment.

-- Refurbishment costs are expected to be approximately US$45 million and will be incurred over a five year period from the completion of the Transaction.

-- The Company plans to finance the entire Consideration and associated capital expenditure from the Company's existing cash resources, future cash flows as well as, to the extent necessary, debt facilities which are currently being negotiated.

Lemur funding

Lemur Holdings Limited, a subsidiary entered into a $1,000,000 (One Million United States Dollars) facility agreement with the Development Bank of Southern Africa Limited in March 2019. The purpose of the facility is to assist with the costs associated with delivering the key milestones to the power project. The repayment is subject to the successful bankable feasibility of the project at which point the repayment would be the facility value plus an amount equal to an IRR of 40% capped at 2.5 times which ever is lower. Due to the uncertainty of the outcome of the project the liability is classified as contingent at this point in time. As at end April 2019, no amount has been drawn from this facility.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR EASSDADENEEF

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