Sable Exploration and Mining Limited

Corrected Interims Long Form

SABLE EXPLORATION AND MINING LIMITED

(Incorporated in the Republic of South Africa) (Registration Number: 2001/006539/06)

JSE share code: SXM ISIN: ZAE000303319

(“SEAM” or “the company” or “the group”)

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 AUGUST 2024

CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 31 AUGUST 2024
Assets31 Aug 202429 Feb 202431 Aug 2023
    
Non-Current Assets   
Property, plant and equipment11,979,41812,186,780
Other Financial Assets4,799,3704,499,370 
Current Assets   
Trade and other receivables789,909668,3621,370,241
Cash and cash equivalents613,6893,186,0686,385
    
Total Assets18,182,38620 540 5801,376,626
    
Equity and Liabilities Equity   
Share Capital151,682,043151,682,04399,468,435
Accumulated loss(151,149,531)(146,125,800)(134,886,183)
Equity attributable to owners of the parent532,5125,556,243(35,417,748)
Non-controlling interest(1,161)(1,161)(1,161)
Total equity531,3515,555,082(35,418,909)
    
Liabilities   
Non-Current Liabilities   
Other financial liabilities19,999169,99935,903,434
Current Liabilities   
Trade and other payables14 805 27812 025 564 
Loans from directors2 789 9352 789 935892,101
Current tax payables35 823
Bank overdraft
    
Total Liabilities17,651,03514 985 49836,795,535
Total Equity and Liabilities18,182,38620 540 5801,376,626
CONDENSED STATEMENT OF COMPREHENSIVE INCOME FOR THE 6 MONTHS ENDED 31 AUGUST 2024
 Unaudited 6 months ended 31 August 2024Audited year ended 29 Feb 2024Unaudited 6 months ended 31 Aug 2023
Operating expenses(2,708,362)(9,633,447)(3,161,232)
Operating loss(2,708,362)(9,633,447)(3,161,232)
Finance costs(1,874,546)(1,559,785)
Loss before taxation(4,582,908)(11,193,232)(3,161,232)
Taxation(440,823) 
Loss for the period from continuing operations(5,023,731)(11,193,232)(3,161,232)
Loss for the period attributable to: Owners of the parent    (3,161,232)
Non-controlling interest  
Loss for the period(5,023,731)(11,193,232)(3,161,232)
  Headline loss reconciliation – continuing operations Net loss for the year      (3,161,232)
Headline loss(5,023,731)(11,193,232)(3,161,232)
Weighted average number of shares(56,564,742)(21,755,670)4,351,134
Fully diluted WA number of shares(56,564,742)(21,755,670)4,351,134
Loss per share (cents)(8.88)(51.45)(72.65)
Diluted loss per share (cents)(8.88)(51.45)(72.65)
Headline loss per share (cents)(8.88)(51.45)(72.65)
Diluted headline loss per share (cents)(8.88)(51.45)(72.65)
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 AUGUST 2024
 Share CapitalAccumulated LossTotalNon- controlling InterestTotal Equity
Balance at 28 February 202299,468,435(125,488,032)(26,019,597)(1,161)(26,020,758)
Adjustment to non-controlling interest on disposal of subsidiaries     (200)  (200)
Comprehensive loss for the period (2,418,103)(2,418,103) (2,418,103)
Balance at 31 August 202299,468,435(127,906,135)(28,437,700)(1,361)(28,439,061)
Adjustment to non-controlling interest on disposal of subsidiaries     200  200
Comprehensive loss for the period (3,818,816)(3,818,816) (3,818,816)
Prior year adjustments (3,207,617)(3,207,617) (3,207,617)
Balance at 28 February 202399,468,435(134,932,568)(35,464,133)(1,161)(35,465,294)
Comprehensive loss for the period (5,296,530)(5,296,530) (5,296,530)
Balance at 31 August 202399,468,435(140,229,098)(40,760,663)(1,161)(40,761,824)
Issue of shares  52,213,608 52,213,608 52,213,608
Comprehensive loss for the period (5,896,702)(5,896,702) (5,896,702)
Balance at 29 February 2024151,682,043(146,125,800)5,556,243(1,161)5,555,082
Comprehensive loss for the period (5,023,731)(5,023,731) (5,023,731)
Balance at 31 August 2024151,682,043(151,149,531)532,512(1,161)531,351
CONDENSED STATEMENT OF CASH FLOWS FOR THE 6 MONTHS ENDED 31 AUGUST 2024
 Unaudited 6 months ended 31 Aug 2024Audited year ended 29 Feb 2024Unaudited 6 months ended 31 Aug 2023
  Cash flows from operating activities Cash generated/(utilised) in operations    (1,595,832)    (10,489,120)    (3,153,195)
Finance costs paid  
Tax paid(405,000)  
Net cash from operating activities(1,717,379) (3,153,195)
  Cash flows from investing activities   
Purchase of property, plant and equipment(12,454,776) 
Movement in other financial assets(300,000)345,000
Net cash from investing activities(300,000)(12,109,776)
  Cash flows from financing activities   
Proceeds on share issue722,166
Repayments of loans from directors1,970,000 
Proceeds/(Repayments) from financial liabilities(150,000)23,025,5833,092,162
Net cash from financing activities(150,000)25,717,7493,092,162
Total cash movement for the year(2,572,378)3,118,853(61,033)
Cash at the beginning of the year3,186,06867,21567,418
Cash at the end of the year613,6893,186,0686,385

OPERATIONS, MARKETS AND FINANCIAL PERFORMANCE

Financial performance

The Group is still in the exploration phase and is investigating various acquisitions and therefore does not currently generate cash from its activities.

The Company’s expenses mainly consist of management fees and general costs related to a listed entity. Management monitors the cash flow situation on an ongoing basis.

As is common with many junior exploration and mining companies, the Group raises capital for exploration and other projects as and when required.

TRANSACTIONS

There were no transactions during the reporting period.

The company previously announced that it had entered into an agreement with IPace (Pty) Ltd (“IPace”) for the establishment of an unincorporated joint venture to conduct the business of commissioning, operating and maintaining of a Dense Medium Separation (“DMS”) plant to produce DMS grade magnetite for sale into the coal industry.

The Lapon plant’s commissioning has been delayed due to a lack of funding from SEAM’s JV partner, IPace. This lack of performance according to the agreement has forced SEAM to initiate arbitration processes with IPace regarding SEAM’s view of IPace’s non-performance. This process is ongoing and expected to be completed within H1 2025.

The delay in the commissioning of the plant has placed strain on SEAM’s financial performance but the management team as well as the board is confident that SEAM’s turnaround is imminent.

The CEO, Mr James Allan’s Employment Contract with the Company expired on 31 October 2024 and was not renewed. The Company is in the process of finalising the appointment of a new CEO.

Management continues to review potential business opportunities for the Group.

RIGHTS OFFER

The Rights Offer was successfully concluded and raised R52,2 million before any costs.

SEGMENT REPORTING

Whilst the Company retains application for various vanadium and iron ore prospecting rights, during the period the Group currently operated in one segment relating to the expenditure on acquisitions in the mining sector.

BASIS OF PREPARATION

The Groups financial results for the 6 months ended 31 August 2024 constitute a summary prepared in accordance with the JSE Listings Requirements, the South African Companies Act, 2008 as amended (the Companies Act), and the recognition and measurement requirements of International Financial Reporting Standards (IFRS) and the presentation and disclosure requirements of IAS 34 and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee or its successor of the Group’s audited financial statements.

The accounting policies applied in the preparation of these condensed consolidated interim financial statements comply with IFRS and are consistent with those used in the annual financial statements for the year ended 29 February 2024.

The interim financial statements have been prepared by Ulrich Bester.

GOING CONCERN

The interim results have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments, will occur in the ordinary course of business.

The Group incurred a loss for the 6-month period ended 31 August 2024 and, as of that date, the Group’s total liabilities exceeded its total assets. The Group has the right to defer a payment of non-current liabilities of R23,184,629.00 until such time as the Group is able to repay the loans from available cash resources.

These events or conditions indicate that a material uncertainty continues to exist that may cast significant doubt on the Group’s ability to continue as a going concern.

The directors continue to source financial resources for the Group to continue as a going concern despite the historical losses incurred. The ability of the Group to be a going concern is dependent on the IPace transaction detailed above and securing additional projects.

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