Final Results for Year Ended 31 December 2023

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

28 June 2024

Bushveld Minerals Limited

("Bushveld Minerals" "Bushveld" or the "Company")

Full Year Results for the 12-month Period Ended 31 December 2023

Bushveld Minerals Limited (AIM: BMN), the integrated primary vanadium producer is pleased to announce its full year results for the year ended 31 December 2023.

FY2023 Financial Highlights

·    Revenue of US$137.5 million (2022: US$148.4 million).

·    Underlying EBITDA¹ loss of US$7.5 million and adjusted EBITDA¹ loss of US$66.1 million (2022 Underlying EBITDA loss of US$22.3 million and adjusted EBITDA loss of US$1.7 million). 

·    Impairment losses of US$58.6 million (2022: US$24.0 million). US$49.6 million of the impairment losses pertain to Mokopane and US$8.2 million to Vanchem. 

·    Net loss of US$104 million (2022: US$35.4 million).

·    Free cash flow² of negative US$9.4 million (2022: negative US$14.6 million). 

·    Cash and cash equivalents of US$1.3 million (2021: US$10.9 million).

·    Net debt of US$105.8 million (2022: US$79.5 million).

·    The Group conducted, during the end of 2023, an equity raise and entered into agreements with Southern Point Resources ("SPR") for a cumulative proposed investment of US$69.5 - US$77.5 million. 

1.     Adjusted EBITDA is EBITDA, excluding the Group's share of losses from joint ventures and the remeasurement of financial liabilities. Underlying EBITDA is Adjusted EBITDA excluding impairment charges.

2.     Free cash flow defined as operating cash flow less sustaining capital.

Group Priorities and Outlook

·    Complete outstanding conditions of the Vanchem sale

·    Drawdown on additional funding from SPR

·    Optimising operations and right-sizing the organisation to ensure that Vametco is a cash-generating asset

·    Increasing the capacity of the Barren Dam at Vametco

·    Ensure constant monitoring of the slimes dam

·    Attaining Sustainable production at Vametco of 240mtV per month by Q4 2024.

·    Complete the sale of Bushveld's non-core assets - Cellcube, Lemur and the electrolyte facility

Investor Session

Bushveld Minerals Chief Executive Officer, Craig Coltman and Chief Financial Officer, Robbie Taylor will host an investor session on Tuesday 2 July 2024 at 14:00 UK (15:00 SAST) via the Investor Meet Company platform to discuss the 2023 full year results.

The session is open to all existing and potential shareholders. Investors can submit questions via Investor Meet Company dashboard up until 9:00am the day before the meeting. Pre-submitted questions will be prioritised.

Investors can sign up to Investor Meet Company for free and register for the event via:

https://www.investormeetcompany.com/bushveld-minerals-limited/register-investor     

Investors who already follow Bushveld Minerals on the Investor Meet Company platform will automatically be invited.

Annual Report

The Annual report and accounts will be available on the Company's website shortly and physical copies of the Annual Report and Notice of Annual General Meeting ("AGM") will be posted to shareholders who have elected to receive them, on 11 July 2024.

Enquiries: [email protected]

ENDS

ABOUT BUSHVELD MINERALS LIMITED

Bushveld Minerals is a primary vanadium producer. It is one of the world's three primary vanadium producers, offering compelling exposure to vanadium through its upstream asset.

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

Chairman's Statement

Stabilising business foundations for future growth

DEAR SHAREHOLDERS,

It would be remiss of me not to begin this letter with an acknowledgment of the unprecedented state of flux that has characterised Bushveld's performance during the period under review.

Over the last 15 months, the Company has experienced a significant change in Executive Management and a restructuring of its head office, evolved its strategy to reflect financial realities, navigated funding hurdles, implemented necessary austerity measures, and intensified efforts to improve the operational performance of its assets. All of this at a time when vanadium prices have been subdued and unsupportive, with the geopolitical arena becoming increasingly unstable and complex.

A key event of the year was the change in leadership of the Company with the departure of Fortune Mojapelo at the end of June 2023. Having co-founded Bushveld Minerals back in 2012, Fortune led Bushveld Minerals' evolution from explorer to producer. The Company wishes him well in his future endeavours. Sadly, the Company also had to engage in right-sizing measures to reduce costs and overheads. A number of staff had to be let go in this process and we also wish them well going forward.

Since stepping into the role of CEO in July 2023, Craig Coltman has done a highly commendable job under challenging circumstances. Under his leadership, much progress has been made in overhauling and simplifying the Company's operations and strategy to refocus on the fundamentals of the business, being the mining and beneficiation of vanadium. This progress will be vital to the future performance of the Company. Whilst not yet reflected in the financial outcomes, the overhaul implemented by the Management team will become clearer when there is a rebound in the price of our commodity.

This has been a significant change for Bushveld. The strategic switch in direction to being a pure vanadium play has not only been undertaken with the objective of simplifying the business model but in recognition that the Company did not have sufficient financial strength to build a vertically integrated mining and energy entity. While vanadium may well have a future as an energy mineral, Bushveld was unable to attract or generate the capital to be a pioneer in executing this long-term opportunity. Following the sale of Vanchem, Bushveld will continue to move towards operating in an agile and lean manner by focusing on getting the Vametco plant and its long-life mine into an efficient, sustainable, cash-producing asset. Consequently, the Company is engaged in the disposal of its investments in the sectors unrelated to the production of vanadium.

Under the new leadership, realistic production targets have been set involving the strengthening of core operations. Management has also endeavoured to stabilise and improve the Company's financial resilience, notably through the restructuring of the Orion convertible loan note, the commitment of US$18.4 million additional equity, of which US$14.9 million has been received, as well as the pending sale of the Vanchem facility.

The Board recognises Craig's candid engagement with his colleagues and shareholders in providing a realistic and frank assessment of the business and what actions have been and still are required to be taken to facilitate the restoration of long-term value. While there is still a way to go on some of the restructuring and operational initiatives announced, the Group looks forward to achieving a potentially more deliverable proposition and a refocused business model geared towards the efficient production and sale of vanadium from its South African production asset, Vametco.

We thank shareholders for supporting the conditional sale of Vanchem, an action that allows us to rectify the Group's overdue creditor balances as well as providing adequate working capital to fund ongoing operations at Vametco.

During the year, Southern Point Resources ("SPR") became a new major shareholder and supporter. The multi-pronged agreement with SPR, which includes a working capital facility, the purchase of Vanchem and our 64% interest Mokopane, an equity subscription and a new sales and marketing arrangement has all helped infuse much-needed capital into the turnaround strategy that the Executive Management team have devised.

I would also like to particularly thank those shareholders who participated in the fundraising exercise we initiated at the end of 2023, which helped raise the funds to strengthen our working capital and invest in some of the maintenance projects required to support our assets. The Board and Executive Management team hope that all shareholders will increasingly see the potential of the business and provide the necessary support to re-rate the shares of the Company to a level that appropriately reflects its underlying value.

We would like to welcome Robbie Taylor who recently joined as Interim Chief Financial Officer replacing Tanya Chikanza. He brings with him over 27 years' experience as a Finance Executive in various sectors and has extensive experience working with listed entities and multinationals. Robbie and the Finance team have made significant strides in addressing capital allocation, creditor management, cost control and overall financial discipline.

The coming months will see a number of changes to your Board:

·    David Noko is not standing for re-election at the AGM in order to permit him to focus on his many other commitments. He has served the Company assiduously, particularly in his role as Chair of the ESG Committee. He departs with our thanks and best wishes.

·    Further, it is my intention to stand down from the Board and as Chairman once a replacement has been appointed. I have served for over six years and now is the time for a new Chair to lead the Board and the Company forward. The Company will shortly initiate a search process to identify a suitable candidate.

·    Subject to completion of regulatory due diligence, replacing David Noko as a Non-Executive Director, Mathews Senosi has been invited to join the Board. We will welcome his involvement and look forward to benefitting from his significant sectoral experience.

The Bushveld Board stands resolutely in support of management's turnaround strategy and focus for 2024. This is to build on the progress made in the second half of 2023 to become a simple, fast and effective mining company. Continued improvement in operational performance, the disposal of the energy assets, and the further reduction of debt will facilitate a strengthening of our investment proposition during the course of the current financial year. A recovery in the price of vanadium will, of course, also be vital and most welcome.

In closing, I must recognise the commitment, support, and dedication of my Board colleagues who have been unstintingly generous with their time and have provided much wise counsel during this pivotal period in the Company's development. Collectively, we also recognise the huge effort of the Executive Management team under Craig's leadership for their steady hand and commitment to restoring Bushveld Minerals' intrinsic value for its shareholders.

Michael J. Kirkwood
Chairman
28 June 2024

Chief Executive Officer's Review

Refocusing our business objectives

DEAR STAKEHOLDERS,

I am pleased to be writing to you in my first letter as CEO of Bushveld Minerals.

I joined the Company at a critical juncture in its history, heavily beset as it was by a confluence of financial, operational and broader contextual challenges. While I have been at the helm for a relatively short time, just 11 months at the time of writing, I can report that the team has worked incredibly hard, under difficult circumstances, to turn this ship around.

In this, our priority has been the overhaul of Bushveld's strategy. We have moved away from the objective of vertical integration to refocus on the original fundamentals of the business as an efficient miner of vanadium that can deliver a sustained value to all stakeholders. Such has been the result of our hard work that, today, we present you with a pure-play, focused vanadium producer, capable of producing sustainable free cash flow within the right market conditions.

Of course, prior to my joining mid-year, on 1 July 2023, work refocusing our business objectives had already started on some of the issues facing the business. At an operational level, the load curtailment solution between Vanchem and the Emalahleni Municipality was agreed early in 2023 providing a far more stable, predictable power feed to the kiln. On the financial front, the initial Investment Committee approved the term sheet for the Orion loan restructuring which was announced in May 2023 with the deal finalised in February 2024; and while the proposed listing never crystallised for various reasons, there was an attempt to get the energy assets unbundled into their own listed vehicle.

This review focuses on the initiatives pursued, including the key transactions announced and hard operational and restructuring decisions taken in my first six months with the Company, and into the current financial year.

STABILISING THE BUSINESS

Within days of arriving at Bushveld, the uphill task we had ahead of us was quite clear. Beyond the long-term debt position with Orion that had become current, we also owed creditors large sums of money, the majority of the balance being long outstanding, and it was apparent that we had to reduce these creditor balances in order to improve the steady supply of raw materials that would in turn facilitate consistent output from both our production facilities.  To do this, we had to bolster our cash balance and improve our working capital situation quickly, to ensure our credit period days were reduced and suppliers were more confident they would be paid timeously on supply of goods.  A big contributor to achieving the funding boost, was the comprehensive proposed investment by Southern Point Resources ("SPR") announced in September 2023. There is no doubt that the immediate US$8.0 million (ZAR150.0 million) working capital loan under the SPR agreement provided an immediate boost to our bank balance and breathing room as we proceeded with the other transactions within the overall US$69.5-77.5 million funding package. In December 2023, we also successfully concluded the definitive agreements for the sale of 50% of Vanchem and our 64% interest in Mokopane for a total price of US$25 million. This transaction was altered in May 2024 to include 100% of our share in Vanchem. During the period, we also concluded a sales and marketing agreement with SPR, part of which will see them provide Bushveld with a provisional working capital facility of US$25-30 million, to replace our existing working capital facilities.  We also pushed the button on a much-needed equity raising, which, including the previously agreed US$12.5 million injection from SPR, saw us raise a commitment of a total of US$18.4 million in fresh capital for the business of which US$14.9 million has been received. While there have been some post-year-end delays on the flow of some of these funds, we have made great strides with SPR in executing the various parts of our broad agreement and are continually engaging on the remaining transactions.

REFOCUSING OUR BUSINESS OBJECTIVE

From an operational perspective we identified that, in order to improve Vanchem's performance, it was vital we implement various initiatives during the month of July 2023 to get that facility into a sustainable positive cash flow position in the short term and achieve stable production levels of approximately 180 mtV per month. Initiatives pursued included:  Changing the re-agent mix from 100% sodium sulphate to a mix of sodium carbonate and sodium sulphate, which reduces the silica build up at the kiln and hence increases the kiln availability.  Deploy a team from Vametco to Vanchem to improve knowledge sharing.

•     24/7 shift managers for supervision to ensure immediate decision-making. Annual Report and Financial Results 2023

After familiarising myself with the business as a whole, I realised that there were several legacy and non-core assets that were using management time and Company funds to maintain and develop, while not contributing any near- to medium-term returns. Once identified, we initiated the process of disposing of those assets to focus on our main business, namely the production of vanadium.

Toughest of all the decisions was the one we had to make towards the end of the financial year where, having right-sized the business, and taken into account our financial constraints, we had no choice but to make redundant a number of our Group Head Office employees. The office restructuring will result in a cost saving of US$1.5 million per year. While it is never easy letting people go, we knew these measures were essential for navigating the current market conditions and ensuring the Company's continued competitiveness throughout the commodity cycle.

FINANCIALS

The 2023 financial results were affected by lower vanadium prices and higher operating costs which resulted in an underlying EBITDA¹ loss of US$7.5 million. We used cash generated from operating activities of US$6.2 million and ended the year with a cash and cash equivalent balance of US$1.3 million. At the beginning of 2024, the Company completed the refinancing of the unsecured convertible loan notes issued to Orion as follows:

•     US$4.7 million of the convertible debt obligations capitalised into a subscription for 124,747,016 new ordinary shares.

•     A new convertible loan note of US$14.1 million maturing on 30 June 2028.

•     A term loan of US$28.3 million maturing on 30 June 2026.

•     Supplemental royalty at not more than 0.264% of Bushveld's gross revenues and reducing by 80% at the term loan maturity.

The announcement of the 100% sale of Vanchem made post the financial year end, has provided working capital to fund ongoing operations and allows the Group to reduce its overdue creditor balance.

ASSET RATIONALISATION

In our efforts to reduce costs and simplify our business, the Company has also initiated processes on disposing of several of its assets.

Within the scope of the SPR transaction, the Company has conditionally sold Vanchem to SPR and our 64% interest in the Mokopane development project for US$40-45 million. Definitive agreements have been signed for both of these transactions and we await final conditions around regulatory approvals to be met. Advisors have also been hired to manage the sale process of CellCube and the Bushveld Electrolyte production plant.

We also reassessed the merits of pursuing the mining right application associated with the Brits Project, neighbouring Vametco, and concluded that it should be discontinued. Discussions over the disposal of Lemur, a thermal coal asset in Madagascar, are also underway.

OPERATIONS

It was clear early on in my tenure that while Vametco was largely reliable and in suitable operating condition (save for the Barren Dam constraints), it was Vanchem which required further improvements and consistency in order to stand on its own two feet.

After spending some time at the assets, I took the difficult decision to revise guidance to a realistic and achievable target of between 3,700 mtV and 3,900 mtV (previously between 4,200 mtV and 4,500 mtV). The good news is that the turnaround plan implemented and described above helped us achieve the targeted production rates, with Vanchem achieving its highest production level since the asset was acquired by Bushveld.

 At Vanchem, we saw a significant improvement in our safety performance with a total recordable injury frequency rate of 2.31 (2022: 10.32). The improvement is a result of the implementation of a safety diagnostic assessment action plan, with special focus on the leading indicators, namely, visible felt leadership, planned task observations, inspections and addressing all the audit results.

OUTLOOK

Our immediate focus for the remainder of 2024 is to build on the aforementioned achievements. We aim to ensure that Vametco realises operational stability and achieves a sustainable monthly production of circa 240 mtV by Q4 2024. In addition to commencing with the project to buttress the slimes dam, increasing the capacity of the Barren Dam at Vametco remains an important debottlenecking project that needs to be resolved.

We will continue to reduce debt and implement cost saving measures in line with our asset rationalisation.

 The low vanadium price has continued into 2024 with the commodity trading around US$26/kgV. As a Group, we will continue to prioritise sales into higher value markets, such as the aerospace application, speciality alloy and chemicals, and higher price markets, such as nitro vanadium in North America.

I must thank Orion, SPR and all other shareholders for their support through this difficult time. As mentioned at the start of this letter, we have taken big strides in focusing this business on the efficient production of vanadium for global markets.

I look forward to updating you on our progress to becoming a simple, fast and effective company during the course of the current financial year.

Craig Coltman
Chief Executive Officer

Chief Financial Officer's Review

1. OVERVIEW

The 2023 financial results were affected by lower vanadium prices and higher operating costs to stabilise the assets. The operational initiatives to prioritise operational stability paid off with Vanchem achieving its highest yearly production since the asset was acquired by Bushveld. Our turnaround efforts, which resulted in us achieving this record production and stabilising the operation, allowed us to achieve meaningful value for this asset when an agreement was reached to sell 100% of Vanchem post financial year end.

In 2023, we recorded an underlying EBITDA loss of US$7.5 million and adjusted EBITDA loss of US$66.1 million. The operating loss also included impairment losses of US$58.6 million (2022: U$24.0 million). US$49.6 million of the impairment losses pertain to Mokopane and US$8.2 million to Vanchem. The refinancing of the Orion Mine Finance ("Orion") US$35 million convertible loan notes and capitalised interest into a revised capital structure was completed at the beginning of 2024. The Group also conducted, during the end of 2023, an equity raise and entered into agreements with Southern Point Resources ("SPR") for cumulative proposed investment of US$69.5 - US$77.5 million.   

2. INCOME STATEMENT 

Analysis of results 

The income statement summary below is adjusted from the "statutory" primary statement presentation: 

Revenue 

Revenue of US$137.5 million for the Group was 7 percent lower than in the previous year, due to an 18 percent decrease in the average realised price to US$33.9/kgV, partially offset by a 13 percent increase in Group sales to 4,051 mtV.

The geographic split of Group sales in 2023 was 44 percent to the USA, 27 percent to Europe, nine percent to Asia, seven percent to South Africa, and 13 percent to the rest of the world. During the year we continued to prioritise sales into the higher value markets (aerospace application, speciality alloy and chemicals) and higher price markets (Nitro Vanadium in North America). 

Cost analysis 

Cost of sales 

The cost of sales, excluding depreciation, for the year was US$106.1 million, 18 percent higher than the prior year primarily due to higher costs at both Vametco and Vanchem. The cost increases included: 

·      Reduction in finished goods as the Group sold 340 mtV more than what was produced in the year;

·      Increase in raw material prices from suppliers;

·      Increase in energy and staff costs due to cost escalation;

·      Increase in inventory write-downs at Vanchem which included a net realisable value write-down of US$1.8 million as well as a $1.8 million write-down of work-in-progress and raw materials; and

·      These costs increases were partially offset by a decrease in the ZAR:USD exchange rate.

Other operating income and costs 

Other operating income and costs increased to US$77.2 million primarily due to: 

·      A US$34.7 million increase in impairment losses to US$58.6 million. US$49.6 million of the impairment losses pertain to the Mokopane Project in order to reduce the carrying amount of the Project to the sales price agreed with SPR of US$3.7 million. US$8.2 million impairment loss was recognised for Vanchem to align the carrying amount with the agreed sales price for the initial 50% sale of Vanchem. After year-end, this transaction was altered to sell a 100% of our share in Vanchem. Following the closing of the sale, we will derecognise the assets and liabilities of Vanchem and any difference between the net assets and the consideration received will be recorded as a gain or loss on disposal.

·      A $2.2 million increase in idle plant costs to US$9.0 million due to additional downtime at Vanchem and Vametco, partially offset by a decrease in the ZAR:USD exchange rate; and

·      Selling and distribution costs decreased by US$0.4 million primarily due to lower commissions paid driven by lower average realised prices partially offset by higher distribution costs.

Cost per unit sold  

The Group cost per unit sold for the year (including sustaining capital expenditure) was US$51.0/kgV. This represents a 17 percent increase relative to the prior year primarily as a result of the cost factors noted above, offset by higher sales volumes and a weaker ZAR:US$ exchange rate.

Administration costs 

Administration costs, excluding depreciation charges for the year were US$20.3 million. Below is a breakdown of the key items included in administration costs: 

Professional fees increased by 17 percent to US$7.1 million primarily driven by higher legal fees and consulting fees incurred as a result of the agreements entered into by SPR and Orion.

Adjusted and underlying EBITDA 

Adjusted EBITDA is a factor of volumes, prices and cost of production. This is a measure of the underlying profitability of the Group, which is widely used in the mining sector. Underlying EBITDA removes the effect of impairment charges.

The Group delivered an adjusted EBITDA loss of US$66.1 million, a US$64.4 million reduction compared 2022, primarily driven by impairment losses, lower realised prices and higher operating costs. The Group generated an underlying EBITDA loss of US$7.5 million, US$29.8 million less than 2022. 

Net financing expenses 

Net financing expenses were US$14.9 million, US$1.2 million higher than in the prior year. The increase was primarily due to interest on the Orion production facility agreement ("Orion PFA") and Orion convertible loan notes. Below is a breakdown of net financing expenses: 

Interest on borrowings mainly reflected the finance costs on the Orion convertible loan notes of US$7.1 million (2022: US$6.4 million), interest on the Orion PFA of US$4.4 million (2022: US$4.4 million), and interest on interim working capital facility from SPR of US$0.4 million (2022: US$ nil).

Other non-cash costs 

The share of loss from investments in joint ventures of US$4.2 million (2022: US$5.1 million) is the Group's share of the loss from its investment in VRFB-H.  

Other losses of US$3.4 million include a write-down of the Mustang Energy Plc ("Mustang") convertible loan notes of US$1.7 million following the exercise of the backstop agreement, a write-down of $0.4 million on the conversion of the Mustang working capital loan as well as US$1.3 million of additional funding provided to Cellcube.

3.         BALANCE SHEET

Assets

Intangible assets decreased compared to the previous year as the Mokopane intangible asset was impaired by US$49.6 million to reflect a recoverable amount of US$3.7 million. The Mokopane intangible asset was reclassified to asset held for sale as the sale was considered highly probably at year end.

Property, plant and equipment decreased by US$27.7 million due to depreciation of US$16.5 million, impairment losses of US$9.0 million and weaker ZAR:USD exchange rate, partially offset by capital expenditure of US$5.7 million.

Inventories decreased by US$12.7 million compared to the previous year primarily due to a decrease in finished goods as the Group sold more than what was produced, a decrease in the ZAR:USD exchange rate and an increase in the write-offs recorded partially offset by an increase in the weighted average production cost.

Trade and other receivables increased by US$15.5 million compared to the prior year primarily due to the recognition of subscription receivables of US$13.9 million which was received subsequent to year end.

The decrease in other financial assets is due to the write-down of the Mustang convertible loan notes following the exercise of the backstop agreement.

The decrease in cash and cash equivalents to US$1.3 million was primarily due to cash used from operations (US$6.2 million), capital expenditures incurred (US$5.7 million), repayment of finance costs and borrowings (US$5.5 million), partially offset by net proceeds received from the interim working capital facility (US$7.5 million) and net proceeds received from the equity raise (US$0.8 million).

Equity

The increase in share capital and share premium was due to the shares issued to the Mustang convertible loan note holders following the exercise of the backstop agreement, the shares issued in order to acquire the minority interest in Bushveld Vametco Holdings and the shares issued in the equity raise completed at the end of the year

Liabilities

Total borrowings (excluding lease liabilities) of US$98.58 million increased by US$15.5 million compared to the prior year due to the capitalisation of finance costs of US$12.7 million and additional funding provided of US$9.0 million, partially offset by the repayment of Orion PFA of US$3.9 million and repayment of Primorus convertible loan note of US$1.2 million.

The net debt reconciliation below outlines the Group's total debt and cash position:

Net debt increased by US$26.2 million compared to the prior year due to capitalised interest of US$7.1 million on the Orion convertible loan notes, the SPR interim working capital of US$7.8 million and an increase in lease liabilities of US$1.1 million and the decrease in the cash and cash equivalents balance of US$9.6 million.

We completed the refinancing of the unsecured Orion convertible loan notes at the beginning of 2024 as follows:

·      US$4.7 million of the convertible debt obligation capitalised into a subscription for 124,747,016 new ordinary shares;

·      A new convertible loan note of US$14.1 million maturity on 30 June 2028;

·      A term loan of US$28.3 million maturity on 30 June 2026; and

·      Supplemental royalty not more than 0.264% of Bushveld's gross revenues reducing by 80% at the term loan maturity.

4. CASH FLOW STATEMENT

The table below summarises the main components of cash flow during the year:

Operating activities

The Group used cash from operating activities of US$6.2 million, compared to cash generated from operations of US$21.2 million in the prior year. The change is primarily drive by the decrease in adjusted EBITDA.

Investing activities

Cash used in investing activities (including sustaining capital expenditure) of US$6.3 million was primarily driven by capital expenditure on property, plant and equipment of US$5.7 million.

Capital Expenditure (US$' million)

Financing activities

Cash generated from financing activities of US$2.9 million comprised of the US$9.0 million proceeds received from borrowings mainly from the interim working capital facility and the net proceeds of US$0.8 million received from the equity raise, partially offset by the repayment of Orion PFA of US$3.9 million, repayment of Primorus convertible loan note of US$1.2 million, the repayment of lease liabilities of US$0.7 million and the amount paid in cash to acquire the minority interest in Bushveld Vametco Holdings of US$0.6 million.

5. FINANCIAL RISK 

The primary financial risks faced by the Group relate to the availability of funds to meet business needs due to the historically low vanadium prices (liquidity risk), the risk of default by counterparties to financial transactions (credit risk), fluctuations in interest and foreign exchange rates, and commodity prices (market risk). These factors are more fully outlined in the notes to the consolidated financial statements. They are important aspects to consider when addressing the Group's going concern status. We proactively manage the risks within our control.

There are, however, factors outside the control of management. These are volatility in the ZAR:US$ exchange rate, as well as the vanadium price, which have a significant impact on the cash flows of the business. We have a hedging policy and assess the potential to implement a strategy to address the fluctuations in the ZAR:US$ exchange rate when we attain steady state production at our operations.

6. GOING CONCERN AND OUTLOOK

We closely monitor and manage liquidity risk by ensuring that the Group has sufficient funds for all ongoing operations. As part of the annual budgeting and long-term planning process, the Directors reviewed the approved Group budget and cashflow forecast through to 30 June 2025. The current cashflow forecast has been amended in line with any material changes identified during the year. Equally, where funding requirements are identified from the cashflow forecast, appropriate measures are taken to ensure these requirements can be satisfied.

We have performed an assessment of whether the Group would be able to continue as a going concern for at least twelve months from the date of the annual consolidated financial statement. We took into account the financial position, expected future performance of the operations, the debt facilities and debt service requirements, the working capital requirements, capital expenditure commitments and forecasts, expected proceeds from the sale of Vanchem and Mokopane and outstanding equity proceeds. Additionally, we factored in the favourable relationship with Orion, demonstrated by the restructuring of agreements to accommodate market conditions and constructive engagement in relevant matters.

The Group's ability to continue as a going concern is dependent on its ability to complete the sale of Vanchem and Mokopane and the timing of those sales proceeds, complete the refinance of the Orion senior term loan and the timing of receiving the additional funding, the continuing support of Orion, and achieving the planned production levels at the estimated average sales prices. These conditions indicate the existence of material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern.

The consolidated financial statements for the year ended 31 December 2023 have been prepared on a going concern basis as, in the opinion of the Directors, the Group will be in a position to continue to meet its operating and capital costs requirements and pay its debts as and when they fall due for at least twelve months from the date of this report. The going concern note included in the accounting policies provides further information.

Robbie Taylor

Interim Chief Financial Officer 

28 June 2024

1. Adjusted EBITDA is EBITDA excluding the Group's share of losses from joint ventures, fair value gain on derivative liability and other losses.

2. Underlying EBITDA is Adjusted EBITDA excluding impairment losses.

3. Other operating costs and income include other operating income, impairment losses, selling and distribution costs, other mine operating costs and idle plant costs.

4. Finance income less finance costs.

Consolidated Statement of Profit or Loss

Consolidated Statement of Comprehensive Loss

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

From Note 3 of the Accounts

3. Significant accounting policies

The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The preliminary announcement does not constitute financial statements for the years ended 31 December 2023 and 31 December 2022.

The financial information for the year ended 31 December 2023 has been extracted from the Group's audited financial statements which were approved by the Board of Directors on 28 June 2024. The report of the auditor on the 31 December 2023 financial statements was unqualified but contained a material uncertainty paragraph relating to going concern.

Going concern

The consolidated financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

The Group recorded a net loss after tax of US$106.77 million for the year ended 31 December 2023 of which US$58.64 million related to

impairment losses (31 December 2022: US$23.97 million). As at 31 December 2023 the Group had cash and cash equivalents of US$1.28 million (31 December 2022: US$10.87 million) and total borrowings of US$98.58 million (31 December 2021: US$83.13 million).

The Directors closely monitor and manage the liquidity risk of the Group by ensuring that the Group has sufficient funds for all ongoing operations. As part of the annual budgeting and long-term planning process, the Directors reviewed the approved Group budget and cashflow forecast through to 30 June 2025. The current cashflow forecast has been amended in line with any material changes identified during the year. Equally, where funding requirements are identified from the cashflow forecast, appropriate measures are taken to ensure these requirements can be met.

The Group has entered into a revised sales agreement with SPR, which was approved by the shareholders, whereby the Group will sell 100% of Vanchem. The closing of the Vanchem sale remains conditional upon approval by the Competition Tribunal. The Group also entered into revised agreements with Orion whereby the Group will receive additional funding of up to US$10 million under the senior term loan facility and the repayment of interest and capital are extended to 31 December 2025. The drawdown of the additional facility is subject to SARB approval.

The Directors have performed an assessment of whether the Group would be able to continue as a going concern for at least twelve months from the date of annual consolidated financial statement. In their assessment, the Group has taken into account its financial position, expected future performance of its operations, its debt facilities and debt service requirements, its working capital requirements, capital expenditure commitments and forecasts, expected proceeds from the sale of Vanchem and Mokopane and outstanding equity proceeds. Additionally the Directors factored in the favourable relationship with Orion, demonstrated by the restructuring of agreements to accommodate market conditions and constructive engagement in relevant matters.

The cashflow forecast for Vametco takes into consideration production levels achieved to date, annual planned maintenance shutdowns are undertaken, and these shutdowns proceed in line with the planned timetable and no unplanned shutdowns are experienced during the going concern period.

With regards to pricing, the short to medium term assumptions, which are based on external forecasts, are that the average price achieved by the Group will be US$27.73/kgV through to 31 December 2024 and an average of US$34.40/kgV throughout 2025. The year-to-date average price achieved by the Group was circa US$26/kgV.

The Group's ability to continue as a going concern is dependent on its ability to complete the sale of Vanchem and Mokopane and the timing of those sales proceeds, complete the refinance of the Orion senior term loan and the timing of receiving the additional funding, the continuing support of Orion, and achieving the planned production levels at the estimated average sales prices. These conditions indicate the existence of material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern.

These conditions indicate the existence of material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern. The consolidated financial statements for the year ended 31 December 2023 have been prepared on a going concern basis as, in the

opinion of the Directors, the Group will be in a position to continue to meet its operating and capital costs requirements and pay its debts as and when they fall due for at least twelve months from the date of this report.

Accordingly, these consolidated financial statements do not include adjustments to the recoverability and classification of recorded assets and liabilities and related expenses that might be necessary should the Group be unable to continue as a going concern.

Basis of consolidation

The consolidated financial statements present the consolidated statement of financial position and changes therein, consolidated statement of profit or loss, consolidated statement of comprehensive loss and consolidated statement of cash flows for the Group. Where necessary, adjustments are made to the results of subsidiaries and equity accounted investments to ensure the consistency of their accounting policies with those used by the Group. Intercompany transactions, balances and unrealised profits and losses between Group companies are eliminated on consolidation.

Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Where the Group's interest in a subsidiary is less than 100%, the Group recognises a non-controlling interest.

Disposal of subsidiaries

When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

Associates and joint ventures

An associate is an entity over which the Group has significant influence but neither control nor joint control. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Investments in associates and joint ventures are accounted for using the equity method. Under the equity method, the share of the profits or losses of the associate and joint

venture is recognised in profit or loss and the share of the movements in other comprehensive income is recognised in other comprehensive

income. Investments in associates and joint ventures are carried in the statement of financial position at cost plus post-acquisition changes in the consolidated entity's share of net assets of the associate and joint venture. Goodwill relating to the associate and joint venture is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. Income earned from associate or joint venture entities reduces the carrying amount of the investment.

Non-controlling interests

Non-controlling interests in subsidiaries are identified separately from the Group's shareholders therein. Those interests of non-controlling

shareholders that present ownership interests entitling their holders to a proportionate share of the net assets upon liquidation are initially

measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial

recognition plus the non-controlling interests' share of subsequent changes in equity. Total comprehensive income is attributed to

non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Black Economic Empowerment ("BEE") interests are accounted for as non-controlling interests on the basis that the Group does not control these entities. The Company acquired the 26% interest in Bushveld Vametco Holdings on 20 December 2023 (see note 23).

Business combinations

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date; any gains or losses arising from such remeasurement are recognised in profit or loss.

Subsequent transactions that do not result in the obtaining of control are accounted for as equity transactions as follows:

·      The carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary.

·      Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid is recognised directly in equity and attributed to the owners of the parent.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair

value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 9 in profit or loss. Contingent consideration that is classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker ("CODM").

The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer and the Executive Committee. Operating segments whose revenues, net earnings or losses or assets exceed 10% of the total consolidated revenues, net earnings or losses or assets, are reportable segments. In order to determine the reportable operating segments, various factors are considered, including geographical location and managerial structure.

Functional and presentational currency

The functional currency of each entity in the Group is determined as the currency of the primary economic environment in which it operates. For the purpose of the consolidated financial statements, the results and financial position of each entity within the Group are expressed in US Dollars, which is the presentation currency for the consolidated financial statements.

Transactions denominated in foreign currencies are translated into the entity's functional currency as follows:

·      Monetary assets and liabilities are translated at the exchange rate in effect at the balance sheet date;

·      Non-monetary assets and liabilities are translated at historical exchange rates prevailing at each transaction date;

·      Deferred tax assets and liabilities are translated at the exchange rate in effect at the balance sheet date with translation gains and losses recorded in income tax expense; and

·      Revenues and expenses are translated at the average exchange rates throughout the reporting period, except depreciation, which is translated at the rates of exchange applicable to the related assets, and share-based compensation expense, which is translated at the rates of exchange applicable at the date of grant of the share-based compensation.

Exchange gains or losses on translation of transactions are included in the consolidated statement of profit or loss. The results and financial position of all entities within the Group that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

·      Assets and liabilities for each statement of financial position presented are translated at the closing rate;

·      Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

·      All resulting exchange differences are recognised in other comprehensive income and accumulated in foreign currency translation reserve.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and

translated at the closing rate.

On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign currency translation reserve relating to that entity up to the date of disposal are transferred to the consolidated statement of profit or loss as part of the profit or loss on disposal.

Revenue recognition - sale of goods

IFRS 15 requires revenue from contracts with customers to be recognised when the separate performance obligations are satisfied, which is when control of promised goods or services are transferred to the customer.

The Group satisfies a performance obligation by transferring control of the promised goods or services to the customer on delivery of the goods. The Group recognises revenue at the amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer. Revenue with contract customers is generated from sale of goods and is recognised upon transferring control of the goods to the customer, at a point in time, and comprises the invoiced amount of goods to customers, net of value added tax.

Cost of sales

When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is

recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period in which the write-down or loss occurs.

Share-based payments

The fair value of bonus shares granted to employees for nil consideration under the short-term incentive ("STI") scheme is recognised as an

expense over the relevant service period, being the year to which the bonus relates and the vesting period of the shares. The fair value is measured at the grant date of the shares and is recognised in equity in the share-based payment reserve. The number of shares expected to vest is estimated based on the non-market vesting conditions. Where shares are forfeited due to a failure by the employee to satisfy the service conditions, any expenses previously recognised in relation to such shares are reversed effective from the date of the forfeiture.

The fair value of the performance shares issued under the long-term incentive scheme ("LTI") is recognised as an expense over the vesting period. Non-vesting conditions and market vesting conditions are factored into the fair value of the performance shares granted. An option pricing model is used to measure the fair value of the performance shares.

Finance income

Interest income is recognised when it is probable that economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Current and deferred income tax

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

The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the reporting date in the countries in which the Group's subsidiaries operate and generate taxable income.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit or loss, and is accounted for using the "balance sheet liability" method.

Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is calculated at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled based upon rates enacted and substantively enacted at the reporting date. Deferred tax is charged or credited to profit or loss, except when it relates to items credited or charged to other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

Assets held for sale

Non-current assets and disposal groups are classified as held for sale if their carrying value will be recovered principally through a sale transaction rather than through continuing use. The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset or disposal group and the sale expected to be completed within one year from the date of the classification.

Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs of disposal ("FVLCD"). If the FVLCD is lower than the carrying amount, an impairment loss is recognised in the consolidated statement of profit or loss. Non-current assets are not depreciated or amortised once classified as held for sale. Assets and liabilities classified as held for sale are presented separately as current items in the consolidated statement of financial position.

Intangible exploration and evaluation assets

All costs associated with mineral exploration and evaluation including the costs of acquiring prospecting licences; mineral production licences and annual licences fees; rights to explore; topographical, geological, geochemical and geophysical studies; exploratory drilling; trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource, are capitalised as intangible exploration and evaluation assets and subsequently measured at cost.

If an exploration project is successful, the related expenditures will be transferred at cost to property, plant and equipment and amortised over the estimated life of the commercial ore reserves on a unit of production basis (with this charge being taken through profit or loss). Where a project does not lead to the discovery of commercially viable quantities of mineral resources and is relinquished, abandoned, or is considered to be of no further commercial value to the Group, the related costs are recognised as an impairment loss in the consolidated statement of profit or loss.

The recoverability of capitalised exploration costs is dependent upon the discovery of economically viable ore reserves, the ability of the Group to obtain necessary financing to complete the development of ore reserves and future profitable production or proceeds from the extraction or disposal thereof.

Impairment of exploration and evaluation assets

Whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the asset is reviewed for

impairment. Assets are also reviewed for impairment at each reporting date in accordance with IFRS 6. An asset's carrying value is written down to its estimated recoverable amount (being the higher of the fair value less costs of disposal and value in use) if that is less than the asset's carrying value. Impairment losses are recognised in the consolidated statement of profit or loss.

An impairment review is undertaken when indicators of impairment arise but typically when one of the following circumstances applies:

·      Unexpected geological occurrences that render the resources uneconomic; or

·      Title to the asset is compromised; or

·      Variations in mineral prices that render the project uneconomic; or

·      Variations in the foreign currency rates; or

·      The Group determines that it no longer wishes to continue to evaluate or develop the field.

Property, plant and equipment (excluding right-of-use assets)

Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, except for investment properties which are carried at fair value. Cost comprises the aggregate amount paid and the fair value of any other consideration given to acquire the asset and includes costs directly attributable to making the asset capable of operating as intended.

Depreciation on assets commences when they are available for use by the Group. Depreciation for property, plant and equipment is charged on a systematic basis over the estimated useful lives of the assets after deducting the estimated residual value of the assets, using the straight-line method.

The depreciation method applied, the estimated useful lives of assets and their residual values are reviewed at least at each financial year end, with any changes accounted for as a change in accounting estimate to be applied prospectively. The depreciation charge for each period is recognised in the consolidated statement of profit or loss.

The useful life of an asset is the period of time over which the asset is expected to be used. The estimated useful lives of items of property, plant and equipment are as follows:

·      Buildings and other improvements 20-25 years

·      Plant and machinery 5-20 years

·      Motor vehicles, furniture and equipment 3-10 years

·      Decommissioning asset Life-of-mine

·      Waste stripping asset 21 months

Assets under construction are not depreciated.

Repairs and maintenance expenditure is generally charged in profit and loss during the financial period in which it is incurred. However renovations are capitalised and included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.

An item of property, plant and equipment is derecognised upon disposal or when no future benefits are expected from its use or disposal. Any gain or loss arising from derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of profit or loss in the year the asset is derecognised.

Impairment losses

At each reporting date, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit ("CGU") to which the asset belongs.

In assessing whether an impairment is required, the carrying value of the asset or CGU is compared with its recoverable amount. The recoverable amount is the higher of the CGU's fair value less costs of disposal ("FVLCD") and value in use ("VIU"). In the absence of market-related information or similar transactions, the FVLCD is estimated based on discounted future estimated cash flows (expressed in real terms) expected to be generated from the continued use of the CGU using market-based commodity price and exchange assumptions, estimated quantities of recoverable minerals, production levels, operating costs and capital requirements, including any expansion projects, and its eventual disposal, based on the latest life-of-mine ("LOM") plans. These cash flows were discounted using a real post-tax discount rate that reflected current market assessments of the time value of money and the risks specific to the CGU.

Estimates of quantities of recoverable minerals, production levels, operating costs and capital requirements are sourced from the planning

process, including the LOM plans, two-year budgets and CGU-specific studies.

Investment property

Investment property is initially measured at cost and subsequently at fair value with any change therein recognised in the consolidated statement of profit or loss. Any gain or loss on disposal of investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in the consolidated statement of profit or loss.

Inventories

Inventories are valued at the lower of cost or estimated net realisable value. Cost is determined on the following basis:

·      Raw materials weighted average cost

·      Consumable stores weighted average cost

·      Work in progress weighted average cost

·      Finished product weighted average cost

Work in progress and finished goods are measured at the lower of weighted average production cost and net realisable value. Raw materials and consumables are measured at the lower of average purchase cost and net realisable value.

Production costs include cost of raw materials, direct labour, other direct costs and related production overheads, but exclude borrowing costs. Production overheads are allocated to inventory based on the normal operating capacity of the production facilities.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated selling expenses. Any write-down to net realisable value is recognised as an expense in the period in which the write-down occurs. Any reversal is recognised in the consolidated statement of profit or loss in the period in which the reversal occurs. Provision is made, if necessary, for slow-moving, obsolete or defective inventory.

Financial assets and liabilities

Financial assets and financial liabilities are recognised in the Group's consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are classified into specified categories dependent upon the nature and purpose of the instruments at the time of initial recognition

Financial assets

Measurement

At initial recognition, the Group measures all financial assets at fair value plus, in the case of a financial asset not at fair value through profit or loss ("FVTPL"), transaction costs. Transaction costs of financial assets carried at FVTPL are expensed in the consolidated statement of profit or loss.

Financial assets are classified at initial recognition and subsequently measured at amortised cost, fair value though other comprehensive income ("FVOCI") or FVTPL. The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them.

Debt instruments

In order for a financial asset to be classified and measured at amortised cost or FVOCI, it needs to give rise to cash flows that are 'solely payments of principal and interest' ("SPPI") on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. The Group's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Financial assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. A gain or loss on a debt investment that is

subsequently measured at FVTPL is recognised in the consolidated statement of profit or loss and presented net within other income/(expenses) in the period in which it arises.

Equity instruments

The Group subsequently measures all equity investments at fair value. Where the Group's management has elected to present fair value gains and losses on equity investments in other comprehensive income ("OCI") (however, the cumulative gain/loss on disposal is represented within equity), there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group's right to receive payments is established.

Changes in the fair value of financial assets at FVTPL are recognised in other income/(expenses) in the consolidated statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

Derecognition

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

Trade and other receivables

Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, then they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method, less any allowance for expected credit losses.

To determine the expected credit loss allowance for trade receivables, the Group applies the simplified approach permitted by IFRS 9, which

requires expected lifetime losses to be recognised from initial recognition of the receivables, see note 33.6 for further details.

Other receivables consist of prepayments and deposits, which are initially recognised as non-financial assets and realised over time.

Restricted investment

Restricted investment comprises of an investment in an insurance fund. These funds are dedicated towards future rehabilitation expenditure

on the mine property. This is classified as a financial asset and measured at amortised costs.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments

with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Financial liabilities

Accounts payable, accrued liabilities and borrowings are accounted for at amortised cost, using the effective interest rate method.

Convertible loan

Interest-bearing loans are recorded initially at their fair value, net of direct transaction costs. Such instruments are subsequently carried at their amortised cost and finance charges, including premiums payable on settlement, redemption or conversion, are recognised in profit or loss over the term of the instrument using the effective rate of interest.

Instruments where the holder has the option to redeem for cash or convert into a pre-determined quantity of equity shares are classified as compound instruments and presented partly as a liability and partly as equity.

Instruments where the holder has the option to redeem for cash or convert into a variable quantity of equity shares are classified separately as a loan and a derivative liability.

Where conversion results in a fixed number of equity shares, the fair value of the liability component at the date of issue is estimated using the prevailing market interest rate for a similar non-convertible instrument. The difference between the proceeds of issue and the fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the Group, is included in equity.

Where conversion is likely to result in a variable quantity of equity shares the related derivative liability is valued and included in liabilities.

The interest expense on the liability component is calculated by applying the prevailing market interest rate for similar non-convertible debt

to the instrument. The difference between this amount and the interest paid is added to the carrying value of the convertible loan note.

Derivative liabilities are revalued at fair value at the reporting date, and changes in the valuation amounts are credited or charged to the profit or loss.

Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost.

Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

Borrowing costs are capitalised and allocated specifically to qualifying assets when funds have been borrowed, either to specifically finance a project or for general borrowings during the period of construction. Qualifying assets are defined as assets that require more than a year to be brought to the location and condition intended by management. Capitalisation of borrowing costs ceases when such assets are ready for their intended use.

Leases

The Group assesses whether a contract is or contains a lease, at inception of a contract. The Group recognises a right-of-use asset and a

corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. The discount rate used ranges between 10% to 11% depending on the nature of the underlying asset.

Lease payments included in the measurement of the lease liability comprise:

·      fixed lease payments (including in-substance fixed payments), less any lease incentives;

·      variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

·      the amount expected to be payable by the lessee under residual value guarantees;

·      the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

·      payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

·      The lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

·      The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

·      A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

The Group did not make any such adjustments during the periods presented.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs.

They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. The costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the consolidated statement of profit or loss, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability.

Where discounting is used the increase in the provision due to the passage of time is recognised as a finance cost.

I. Environmental rehabilitation liabilities

The Group is exposed to environmental liabilities relating to its operations. Full provision for the cost of environmental and other remedial work such as reclamation costs, close down and restoration costs, and pollution control is made based on the estimated cost as per the Environmental Management Programme Report. Annual increases in the provisions relating to change in the net present value of the provision are shown in the consolidated statement of profit or loss as a finance cost. Changes in estimates of the provision are accounted for in the year the change in estimate occurs, and is charged to either the consolidated statement of profit or loss or the decommissioning asset in property, plant and equipment, depending on the nature of the liability.

II. Post-retirement medical liability

The liability in respect of the defined benefit medical plan is the present value of the defined benefit obligation at the reporting date together with adjustments for actuarial gains/losses. Any actuarial gains or losses are accounted for in other comprehensive income. The defined benefit obligation is calculated annually by independent actuaries using the projected unit of credit method.

III. Provident fund contributions

The Group's contributions to the defined contribution plan are charged to profit and loss in the year to which they relate.

Use of estimates and judgements

The preparation of consolidated financial statements in conformity with the UK-adopted International Accounting Standards requires management to make judgements, estimates and assumptions that affect the reported amount of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Assumptions about the future and other major sources of estimation uncertainty at the end of the reporting period have a significant risk of

resulting in a material adjustment to the carrying amounts of assets and liabilities, within the next financial year. The most significant judgements and sources of estimation uncertainty that the Group believes could have a significant impact on the amounts recognised in its consolidated financial statements are described below.

I. Impairment of non-current assets

Judgements made in relation to accounting policies

Both internal and external sources of information are required to be considered when determining the presence of an impairment indicator or

an indicator of reversal of a previous impairment. Judgement is required around significant adverse changes in the business climate which may be indicators of impairment such as a significant decline in the asset's market value, decline in resources and/or reserves including as a result of geological reassessment or change in timing of extraction of resources and/or reserves which would result in a change in the discounted cash flow, and lower commodity prices or higher input cost prices than would have been expected since the most recent valuation. Judgement is also required when considering whether significant positive changes in any of these items indicate a previous impairment may have reversed.

Key sources of estimation uncertainty

If an indication of impairment or reversal of a previous impairment charge exists an estimate of a CGU's recoverable amount is calculated. The recoverable amount is based on the higher of FVLCD and VIU using a discounted cash flow methodology taking into account assumptions that would be made by market participants, unless there is a market price available based on a recent purchase or sale.

If the recoverable amount is based using a discounted cash flow methodology, expected future cash flows used are inherently uncertain and could materially change over time and impact the recoverable amounts. The cash flows and recoverable amount are significantly affected by a number of factors including published reserves, resources, exploration potential and production estimates, together with economic factors such as spot and future commodity prices, discount rates, foreign currency exchange rates, estimates of costs to produce products, and future capital expenditure.

The Group entered into sales agreements with Southern Point Resources ("SPR") to sell 50% of Bushveld Vanchem ("Vanchem") for a consideration of between US$20.0 million and US$21.3 million and to sell its interest in the Mokopane Project for a consideration of US$3.7 million. The sales price for Vanchem is dependent on if the Mokopane sale close within one year following the closing of the Vanchem sale. As the completion of either sale is not dependent upon the other, the directors are satisfied that the consideration for each reflects the fair value. The directors determined that the premium paid on the equity subscription price did not represent additional consideration for the disposal of Vanchem or Mokopane as the price payable was equivalent to other investors.

The recoverable amount of Vanchem CGU was based on the minimum sales price offered of US$20.0 million as the increase in the sales price to US$21.3 million is dependent on the closing of Mokopane which does not form part of the Vanchem CGU. An impairment loss of US$8.22 million was recognised in the consolidated statement of profit and loss to align the carrying value of the CGU with the recoverable amount of US$39.75 million, which is US$40.0 million less cost of disposal of US$0.25 million (see note 14). The directors have determined that the agreement to dispose of the remaining 50% of Vanchem (see note 36) for an undiscounted sales price of between US$15-20 million does not alter this valuation as it is considered a non-adjusting subsequent event.

The recoverable amount of the Mokopane Project was based on the sales price offered of US$3.7 million (see note 13). An impairment loss of

US$49.62 million was recognised in the consolidated statement of profit or loss to align the carrying value with the recoverable amount.

II. Assessment of control

Judgement made in relation to accounting policies

The Group needs to determine if it will continue to control its investment in Vanchem following the closing of the transaction. The Group will initially have the right to appoint half of the board of Vanchem (the "Board"), including the Chairman, who will have a casting vote. The Chairman of the Board will rotate between the shareholders every three years, unless SPR has the right to appoint a director on the Board of the Group which would remove the requirement for the Chairman rotate. The Board has the authority to manage and direct the business and affairs of Vanchem and there are no limitations on the Board's authority. All matters required to be approved by the Board, including capital investment, operating, and financing decisions and annual budgets will be made by a simple majority vote. In case there is a deadlock on these decisions, the Chairman will have a casting vote in addition to his/her deliberation vote. There is no limitations on the Chairman's casting vote.

The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Based on the ability to appoint the initial Chairman of the board and the expectation that the Chairman will continue to be a Group appointee because SPR would have representation on the Group's Board, the directors have made a significant judgement that the Group will continue to control its investment in Vanchem. As the reduction in the level of ownership of Vanchem will not result in a loss of control the assets and liabilities have not been classified as held for sale.

Subsequent to year-end (see note 36), the Group amended the agreement with SPR whereby it will acquire the entire Vanchem asset. This is

considered a non-adjusting subsequent event and does not impact the above assessment.

Other judgement and estimates

I. Environmental rehabilitation liabilities

Key sources of estimation uncertainty

Estimating the future costs of environmental and rehabilitation obligations is complex and requires management to make estimates and judgements as most of the obligations will be fulfilled in the future and contracts and laws are often not clear regarding what is required. The resulting provisions are further influenced by changing technologies, political, environmental, safety, business and statutory considerations (see note 26).

4. Segmental reporting

Bushveld Minerals Limited's operating segments are identified by the Chief Executive Officer and the Executive Committee, collectively named as the CODM. The operating segments are identified by the way the Group's operations are organised. As at 31 December 2023, the Group operated within three operating segments, vanadium mining and production, which consists of the Vametco and Vanchem operations; energy and mineral exploration activities for vanadium; and coal exploration (together "Exploration"). Activities take place in South Africa (vanadium and energy), Madagascar (coal), other African countries (energy project development), and global (battery investment, vanadium sales). Corporate includes the remaining balances within the Group.

Segment revenue and results

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

Consolidated statement of profit or loss

1      Includes depreciation of US$15.97 million.

2      Other costs include other operating income, other mine operating costs, selling and distribution costs and idle plant costs.

3      Includes depreciation of US$0.11 million for Vanadium mining and production, US$0.28 million for Energy and US$0.13 million for Corporate.

Consolidated statement of profit or loss

1      Includes depreciation of US$18.04 million.

2      Other costs include other operating income, other mine operating costs, selling and distribution costs and idle plant costs.

3      Includes depreciation of US$0.15 million for Vanadium mining and production, US$0.10 million for Energy and US$0.18 million for Corporate.

5. Revenue

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

6. Staff costs

Details of directors' remuneration are included in note 35 (related-party transactions).

7. Administrative expenses by nature

8. Finance income

9. Finance costs

10. Other losses

The Group provided a working capital loan to Mustang Energy Plc ("Mustang") of US$0.42 million which was repaid by issuing equity in the

capital of Mustang. The difference between the loan amount and the fair value of the equity received was recognised as a loss in the consolidated statement of profit or loss.

The Group provided additional funding to Enerox GmbH of US$1.32 million which were written-off as the loan is not repayable.

11. Taxation

12. Loss per share

Basic loss per share

Basic loss per share is calculated by dividing the net loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year excluding ordinary shares purchased by the Company and held as treasury shares.

Diluted loss per share

Due to the Group being loss making for the year, instruments are not considered dilutive and therefore the diluted loss per share is the same as basic loss per share for both financial years.

13. Intangible assets

Mokopane Vanadium and Iron Ore Project

The Group has an interest in Prospecting right 95. The Department of Mineral Resources and Energy ("DMRE") executed a 30-year mining right on 29 January 2020 in favour of Pamish, over five farms: Vogelstruisfontein 765 LR; Vriesland 781 LR; Vliegekraal 783 LR; Schoonoord 786 LR; and Bellevue 808 LR (the "Mining Right") situated in the District of Mogalakwena, Limpopo, which make up the Mokopane Project.

The Mining Right required Pamish to commence mining activities, including in-situ activities associated with the Definitive Feasibility Study ("DFS") by end of January 2021. The Covid-19 pandemic resulted in a significant delay in the commencement of the DFS and the necessary engagement with local communities required to finalise land use arrangements and, consequently, this deadline was not met. Application to the DMRE for an extension to commence mining activities has been submitted and Pamish is awaiting a response.

The Group entered into a sale of shares agreement with SPR on 14 December 2023 to sell its interest in the Mokopane Project for US$3.7 million. The transaction is subject to certain regulatory approvals as well as other customary closing conditions. The Competition Commission approved the sale subsequent to year end.

At 31 December 2023, the Mokopane intangible asset met the criteria to be classified as held for sale and has been classified as a current asset held for sale on the consolidated statement of financial position. During the year ended 31 December 2023, an impairment charge of US$49.62 million was recognised in the consolidated statements of profit or loss to align the carrying value of the asset with the sales price. The intangible asset forms part of the exploration segment.

Brits Vanadium Project

The Group re-evaluated the Brits Vanadium Project and after careful consideration it was concluded that the Project should be discontinued.

There was no loss recognised as the costs were not previously capitalised.

Coal Project

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. The Imaloto Coal Project was impaired in 2023 as no further expenditures were budgeted. All further expenditures on the Imaloto Coal Project was expensed as incurred. Subsequent to year-end, the Group entered into an agreement to sell its interest in the Imaloto Coal Project.

14. Property, plant and equipment