ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
(Company no 008591V)
AFRICAN PIONEER PLC
1
CONTENTS:
PAGE
Company Information 2
Key Highlights 3
Chairman’s Statement 3
Board of Directors and Senior Management 5
Financial, Corporate and Operational Review 6
Directors’ Report 15
Directors’ Remuneration Report 18
Corporate Governance Report 21
Strategic Report 28
Statement of Directors’ Responsibilities 33
Independent Auditor’s Report 34
Consolidated Statement of Comprehensive Income 39
Consolidated Statement of Financial Position 40
Consolidated Statement of Changes in Equity 41
Consolidated Statement of Cash Flows 42
Company Statement of Financial Position 43
Company Statement of Changes in Equity 44
Company Statement of Cash Flows 45
Notes to the Financial Statements 46-67
AFRICAN PIONEER PLC
2
COMPANY INFORMATION
DIRECTORS
C Bird (Executive Chairman)
R Samtani (Finance Director)
C Cordier (Business Development Director)
K Thygesen (Independent Non-Executive Director)
J Cunningham-Davis (Non-Executive Director)
BANKERS
Standard Bank
Standard Bank House
One Circular Road
Douglas, Isle of Man
IM1 1SB
SECRETARY
Cavendish Secretaries Limited
REGISTERED NUMBER
008591V
REGISTERED OFFICE
19-21 Circular
Douglas
Isle of Man
IM1 1AF
AUDITORS
RPG Crouch Chapman LLP
40 Gracechurch Street
London EC3V 0BT, England
FINANCIAL ADVISER
Beaumont Cornish Limited
Building 3,
566 Chiswick High Road,
London W4 5YE, England
REGISTERED AGENT
Cavendish Trust Company Limited
19-21 Circular
Douglas, Isle of Man
IM1 1AF
AFRICAN PIONEER PLC
3
KEY HIGHLIGHTS
Consolidated Net assets – £ 4,640,962 (2023 – £ 5,214,181)
Consolidated (Loss)/Profit - Loss – £ (650,973) (2023 - (689,213))
The Group reports its results and raises funds in Pounds Sterling (GBP).
Its primary assets are in Zambia, Namibia, and Botswana
CHAIRMAN’ STATEMENT
Dear Shareholder,
The Company continued to make progress with its various southern African copper projects. The objective for the year’s
work was to determine the veracity of our various positions and direct our attention to value add so as to prioritise future
direction for the Company and Shareholders.
Undoubtedly our Ongombo potential mine development is very well positioned to advance and can be progressed into an
active mine at a time when copper demand is forecast to soar. The contribution of gold and silver as by-products to the
copper is expected to be substantial in the light of current precious metal prices.
Modelling of the orebody suggests that the project has the potential for more open cast development, which will also provide
access for underground development.
The shallow dipping orebody will facilitate a relatively low-cost mining option more akin to basic bord and pilar coal mining
which is more cost effective than most metalliferous mining options. The benefit of this method is to limit dilution, confining
the bulk of mine development to the mineralised package. Mine design work will continue accompanied by further
exploration to define open pit parameters and the contribution of gold and silver.
Our joint venture with First Quantum on the Zambian Western Foreland and External Fold and Thrust Belt, has been generally
directed towards detailed fieldwork following the initial reconnaissance drilling programme conducted by First Quantum,
the objective being to further understand regional structures, propensity to lead to fluid traps and the combination of
lithological units most likely to foster mineralisation in both the Western Foreland and External Fold and Thrust Belt.
In Botswana, we have continued our general studies to determine the possibility for further discoveries and again, there is
sufficient evidence to justify additional exploration . The mineralisation styles in the Botswana Kalahari belt are continually
being revised and updated with each new discovery and we are assessing our overall exploration position by comparing the
latest ore body analogues with the exploration data we have generated.
The natural resource sector smaller caps have continued to be neglected by most players in the investment arena. This is
mainly due to the uncertainties provided by geo-political tension and general political lack of stability.
The investing world does not seem to accept that the demand for copper compared to the potential supply for the next 10
years, is completely out of balance. The supply side is experiencing serious lack of discovery, caused by inadequate funding
for exploration, coupled with a current lack of meaningful mine development. The only financial activity in the copper arena
has been M&A, which of course does not generate any new copper or indeed projects. It remains our belief that the perfect
storm is brewing and junior companies who have access to quality brownfield copper projects will be in a strong position
over coming years.
AFRICAN PIONEER PLC
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Whilst we are somewhat disappointed with the financial climate in which we must operate, we remain convinced that the
future is extremely bright for large company acquisition of smaller explorers and developers. Against this, we continue our
mission undeterred and will wherever possible seek out new opportunities for our shareholders.
Finally, I would like to thank my fellow directors and management for their untiring efforts, in a difficult environment to
make progressive progress.
Yours sincerely,
Colin Bird, Executive Chairman
African Pioneer Plc
30 April 2025
AFRICAN PIONEER PLC
BOARD OF DIRECTORS
5
Colin Bird - Executive Chairman
Colin is a chartered mining engineer and a Fellow of the Institute of Materials, Minerals and Mining with more than 40
years’ experience in resource operations management, corporate management, and finance. Colin has multi commodity
mine management experience in Africa, Spain, Latin America and the Middle East. He has been the prime mover in a
number of public company listings in the UK, Canada and South Africa. His most notable achievement was founding
Kiwara Resources Plc and selling its prime asset, a copper property in Northern Zambia, to First Quantum Minerals for
US$260 million in January 2010.
Raju Samtani – Finance Director
Raju is currently also finance director of Bezant Resources Plc, listed on AIM. His previous experience includes three years
as Group Financial Controller at marketing services agency WTS Group Limited, where he was appointed by the Virgin
Group to oversee their investment in the WTS Group Ltd. He was also involved as founder shareholder and finance director
of Kiwara Plc which was acquired by First Quantum Minerals Ltd in January 2010. Over the last few years, he has been
involved in senior managerial positions for several AIM/Johannesburg Stock Exchange listed companies predominantly in
the resource sector and has also been involved in FCA compliance work within the investment business sector.
Christian Cordier – Business Development Director
Christian has had considerable involvement in corporate finance and investments in both public and private mining and
exploration companies for over 25 years. His portfolio includes joint ventures with major international mining houses,
investments in listed companies in the United Kingdom, Australia and Southern Africa as well as private mining operations.
He has extensive experience in sourcing natural resource projects and nurturing them through the value curve by packaging
and arranging venture funding, managing the permitting and exploration process, negotiating off-take agreements and the
formation of a strong management team. He worked as CFO and senior accountant as well as company secretary for private
and public companies and is a member of SA Institute for Professional Accountants (“SAIPA”). Christian has done
transactions in Coal, Platinum Group Metals, Chrome, Copper, Potash, Phosphates, Diamonds, Gold, Lithium and
Manganese. Christian focuses on business development and wealth creation for private and publicly listed companies in the
mining and exploration sector.
Kjeld Thygesen – Independent Non-Executive Director
Kjeld Thygesen is mining investment veteran of more than 45 years. After being a mining analyst at James Capel in the latter
half of the 1970’s he was manager of the commodities department at Rothschild Asset Management between 1980-89. In
1990 he formed Lion Resource Advisors (LRA) as a specialist adviser in the mining and natural resource sectors. LRA was
the advisor to the Midas Fund in the US between 1992 – 2000, which was one of the top performing finds during that period.
From 2002-2008 he was Investment director of Resources Investment Trust Limited, a London listed investment trust which
returned a threefold investment during that period. He has served on several mining company boards over the past twenty
years.
James Cunningham-Davis – Non-Executive Director
James Cunningham-Davis is a qualified Solicitor who is currently non-practising. He is the Founder and Managing Director
of Cavendish Trust Company Limited and Cavendish Secretaries Limited, both of which are based in the Isle of Man. These
companies deliver a wide range of professional services to an extensive portfolio of private companies as well as numerous
publicly listed entities. Their client base spans multiple industries and jurisdictions, with a particular emphasis on the Natural
Resources and Mining, Technology, and Property sectors. He has accumulated more than twenty-five years of experience
working within the international legal, corporate finance, and professional services industries. Over the course of his career,
he has held numerous directorships in both privately held and publicly traded companies.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW
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INTRODUCTION
African Pioneer Plc a company engaging in development of natural resources exploration projects in Sub-Saharan
Africa presents its year-end results for the year ended 31 December 2024.
The Directors are required to provide a year-end report in accordance with the Financial Conduct Authorities (“FCA”)
Disclosure Guidance and Transparency Rules (“DTR”). The Directors consider this Financial, Corporate and Operational
Review along with the Chairman’s Report, the Strategic Review and the Director’s Report provides details of the important
events which have occurred during the period and their impact on the financial statements as well as the outlook for the
Company going forward.
The Company’s short to medium term strategic objectives are to enhance the value of its mineral resource Projects through
exploration and technical studies conducted by the Company or through joint venture or other arrangements (such as the
Option Agreement with First Quantum on its 4 North-West Zambian licences) with a view to establishing the Projects can
be economically mined for profit. With a positive global outlook for both base and precious metals, the Directors believe
that the Company’s Projects provide a base from which the Company will seek to add significant value through the
application of structured and disciplined exploration and development of the Ongombo copper gold project in Namibia into
an operating mine.
FINANCIAL REVIEW
Financial highlights:
Consolidated Loss: £651k loss after tax (2023: £689k – loss)
Approximately £12.7k cash at bank at the period end (2023: £372k).
The basic and diluted profit (losses) per share are summarised in the table below
Profit (
Loss
)
per share (pence)
2024
202
3
Basic
& Diluted
Note 6
(0.29)p
(
0.
3
3
)
p
Net assets as at 31 December 2024 was £4.6m (31 December 2023 £5.2m)
Fundraisings:
During the period on 16 September 2024 the Company announced the issuing 949,923 ordinary shares with no par value
(“Ordinary Shares”) to settle £21,940 of accrued consultancy fees.
On 1 May 2024 the Company entered into an unsecured convertible loan funding facility (the “Facility”) for
£1,000,000 with Sanderson Capital Partners Ltd (the “Lender”), a long term shareholder in the Company. The
Facility is convertible at 2.8 pence per ordinary share (“Shares”) and can be drawn down in 4 tranches of £250,000
each (“Loan Tranches”). During the year a drawdown notice of £250,000 (“Tranche One Drawdown”) was
issued of which £50,000 was paid during the period and is included in current liabilities (note 13)..
Post the period end on 10 February 2025 the Company raised £420,000 before expenses at 1 pence per Ordinary Share
through the issue of 42,000,000 new Ordinary Shares and in addition the Company issued a further 1,207,039 ordinary
shares with no par value to settle £17,246 of accrued consultancy fees.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
7
CORPORATE REVIEW
Company Board: The Board of the Company comprises Colin Bird, Executive Chairman Raju Samtani, Finance Director
Christian Cordier, Business Development Director Kjeld Thygesen, Independent Non-executive Director James Nicholas
Cunningham-Davis, Non-executive Director
Listing: The Company was admitted to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules)
and commenced trading on the Main Market for listed securities of the London Stock Exchange on 1 June 2021 (the “Listing”
or “IPO. On 29 July 2024, the Listing Rules were replaced by the UK Listing Rules ("UKLR") under which the existing
Standard Listing category was replaced by the Equity Shares (transition) category under Chapter 22 of the UKLR.
Consequently with effect from that date the Company is admitted to Equity Shares (transition) category of the Official List
under Chapter 22 of the UKLR and to trading on the London Stock Exchange's Main Market for listed securities.
Corporate Transactions:
1. First Quantum Option Agreement: On 19 January 2022, the Company and its 80% owned subsidiary African
Pioneer Zambia Ltd (“African Pioneer Zambia”) entered into an option agreement with First Quantum Minerals Ltd
(“First Quantum”) (listed on the Toronto Stock Exchange) in relation to 4 of the 5 Zambian exploration licences
held by African Pioneer Zambia (the “First Quantum Option Agreement”). On 26 October 2023 the Company
announced that First Quantum had issued an Option Exercise Notice in relation to 2 of the 4 Zambian exploration
licences the subject of the First Quantum Option Agreement and on 16 February 2024 that First Quantum had issued
an Option Exercise Notice in relation to the 2 other Zambian exploration licences the subject of the First Quantum
Option Agreement.
Highlights of First Quantum Option Agreement:
The four exploration licences the subject of the First Quantum Option Agreement are in the highly prospective
Central Africa Copperbelt in northwest Zambia which is the largest and most prolific mineralized sediment- hosted
copper province in the world and are located less than 100km from First Quantum’s giant Sentinel copper mine.
The exploration licenses include geological formations similar in age and rock type to that hosting the major copper
deposits of the Copperbelt
Prior to exercising its option First Quantum had met is initial expenditure requirement by spending US500,000 on
each of the exploration licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL, and 27771-HQ-LEL (the
“Zambian Projects”).
Although First Quantum has spent over US$500,000 on each of the four licences making up the Zambian Projects
and exercised its option it has at this stage not earned any shares in African Pioneer Zambia, just the right to proceed
to the First Earn In Period.
During the First Earn In Period which expires on 28 February 2026. First Quantum has the right but not the obligation
to prepare a Technical Report in respect of the Zambian Projects demonstrating an Indicated Mineral Resource of at
least 300,000 tonnes of contained copper (the “Technical Report Requirement”). First Quantum is to fund the
Technical Report. Once the Technical Report is issued First Quantum has the right to be issued shares equal to a
51% shareholding in African Pioneer Zambia. This will also trigger the Second Earn-In Period.
In the Second Earn-In Period First Quantum shall have the right but not the obligation to complete all necessary
mining, metallurgical and development studies to establish a mine at the Property and make a public announcement
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
8
that it intends to proceed towards commercial development of a Mine on the Property (a “Decision to Mine”). First
Quantum is to fund all costs related to the Decision to Mine. Once First Quantum announces a Decision to Mine
First Quantum has the right to be issued shares in African Pioneer Zambia to increase their 51% shareholding in
African Pioneer Zambia to 75%.
First Quantum: is one of the world’s top 10 copper producers operating in several countries including Zambia where it
owns the Sentinel and Kansanshi mines in North west Zambia and is known for its specialist technical engineering
construction and operational skills which have allowed it to develop and successfully run complex mines and processing
plants. Colin Bird, the chairman of African Pioneer, was a founder of and floated Kiwara Plc in around 2008 which
discovered copper in northwest Zambia and was sold to First Quantum in January 2010 for U$260 million. First Quantum
then developed the Kiwara Plc projects into the Sentinel mine which is the world’s 14
th
largest copper mine.
Exploration licence 27769-HQ-LEL which is not covered by the Option Agreement has been transferred from African
Pioneer Zambia to African Pioneer Chongwe Ltd a new Zambian company owned 80% by the Company and 20% by its
local partners and is in the Zambezi area located within the Zambezi belt of southern Zambia that hosts a Lower Katanga
supergroups but due to its relative lack of prospectivity compared to the Company’s other licences the Company will not be
undertaking further exploration work in relation to this licence.
2. Sandfire Option Agreement: The Sandfire Option Agreement was announced on 4 October 2021 and was for two years
from 2 October 2021 and relates to PL 100/2020, PL 101/2020, PL 102/2020 and PL 103/2020 (the “Included Licences”).
Sandfire paid US$500K and issued 107,272 Sandfire ordinary shares to the Company at the time of entering into the Sandfire
Option Agreement. As announced on 29 September 2023 Sandfire notified the Company that it would not be exercising its
option under the Sandfire Option Agreement. Sandfire’s Exploration Commitment under the Sandfire Option Agreement was
to fund US$1 million of exploration expenditure on the Included Licences (the “Exploration Commitment”) within the
Option Period with 60% of the Exploration Commitment to be on drilling and assay costs. If the Exploration Commitment
is not spent, any shortfall is due to be paid by Sandfire to African Pioneer. The Company is reviewing the Exploration
Commitment with Sandfire. Sandfire have confirmed that they will provide Exploration Information that it holds in relation
to the Included Licences.
All the Botswana licences are currently under review by the Company in cooperation with its external geological consultant
with specific expertise of Botswanan copper geology. The region represents a significant copper exploration and resource
development destination and as such all exploration ground has potential strategic importance particularly in the case of
African Pioneer which has several licences in the general area.
Whilst the exploration to date on the licences which were the subject of the Sandfire Option Agreement does not currently
indicate prospectivity for a large-scale mining operation the Board believes that there is prospectivity for a smaller to medium
sized mining operation targeting in the range of 5,000 to 10,000 tonnes of contained copper per annum. Although too small
for a large-scale miner a mine of this size would fit very well into the demand for small to medium mines to help bridge the
gap in the predicted shortfall of copper to meet future projected demand.
OPERATIONAL REVIEW
The Company completed an Initial Public Offering (IPO) on the Standard List of the London Stock Exchange and the
acquisition of its projects in Zambia, Namibia, and Botswana in 2021. The primary metal in all countries is copper with by-
product potential in all of our projects. In Zambia we have potential for cobalt, in Namibia for gold and in Botswana for
silver In 2022 the Company granted an option to First Quantum in relation to 4 of the 5 Zambian exploration licences held
by African Pioneer Zambia which First Quantum has exercised more details of which are provided in the Corporate
Highlights section of this review.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
9
The Company’s main focus during the period was on evaluating and advancing its 85% owned Namibian Projects, including
the Ongombo mining licence application, and Botswana Projects (100% owned) that are not the subject of options.
NAMIBIA:
The Company has a 85% interest in the Namibian Projects and on 16 May 2023 announced an Independent updated total
(gross)
1
Indicated Mineral Resource Estimate (MRE) for its Ongombo project of 5.7Mt at 1.1% Cu Equivalent (CuEq),
0.94% Cu and 0.23g/t Au and a very substantial Inferred underground potential Resources of 23Mt at 1.1% CuEq, 0.95% Cu
and 0.24g/t Au.
The Ongombo Mining Licence granted in September 2022 is subject to completion of Environmental and Social Impact
Assessment (“ESIA”). On 10 June 2024 a new application for an Environmental Clearance Certificate was lodged and post
the period end on 2 April 2025 the Company announced the approval of the Environmental Clearance Certificate and that
this sets in motion the final standard statutory procedures required to activate the previously granted mining licence ML 240
The MRE announced on 16 May 2023 resulted in an additional 100,000 tonnes in contained copper metal and an additional
84,000 oz of gold across all Resource categories. The Ongombo mineralization remains open at depth with scope for the
addition of further tonnage and based on recent twinned drilling, potential for significantly enhanced gold grades in the East
- Ost shoots
The updated Mineral Resource Estimate was completed by Addison Mining Services Ltd., an independent consultancy
based in the United Kingdom and is reported in accordance with the JORC Code 2012 edition. The gross
2
Resources are of
Indicated and Inferred categories and include:
Total Indicated Resources of 5.7 million tonnes gross at 1.1 % Cu Equivalent (“CuEq”), 0.94 % Cu, 0.23 g/t Au and
4.4 g/t Ag, for 53,000 t Cu, 42,000 oz Au and 800,000 oz Ag, including:
o Open pit potential Resources of 0.93 million tonnes at 0.68% CuEq, 0.57 % Cu, 0.19 g/t Au and 2.6 g/t Ag,
for 5,300 t Cu, 5,700 oz Au and 78,000 oz Ag, above a cut-off grade of 0.25% CuEq
o Underground potential Resources of 4.7 million tonnes at 1.2% CuEq, 1.0% Cu, 0.24 g/t Au and 4.7 g/t Ag,
for 48,000 t Cu, 36,000 oz Au and 72,000 oz Ag, above a cut-off grade of 0.5% CuEq
Inferred Underground potential Resources of approximately, 23 million tonnes at 1.1% CuEq, 0.95% Cu, 0.24 g/t
Au and 5.8 g/t Ag, for 220,000 t Cu, 180,000 oz Au and 4.3 million oz Ag, above a cut-off grade of 0.5% CuEq
Immediately to the north-west of the open pit in the “central shoot” there is an estimated underground Resource inventory of
2.1 million tonnes at 1.2% Cu which may be readily accessed by developing access from the high wall of the open pit,
representing potential for a timely and efficient transition from open pit to underground mining. The remainder of the
Indicated underground resource may then be accessible following further development. Further studies are required to assess
the economic viability of such an operation.
On 7 February 2024 the Company announced of Permitting and Ore Processing Testwork at the Ongombo project
highlights were:
• Company had been notified that EPL 5772 has been renewed for two years, the exact expiry date to be confirmed once
stamped off
• Environmental and Social Impact Assessment (ESIA) is at an advanced stage of completion
• X-ray transmission (“XRT”) ore sorting sensor tests returned positive results and that laser or colour sensor technology
can be used to separate ore and waste
• Advanced discussions with multiple parties about project level funding of the Ongombo Project.
1
gross representing 100% MRE and African Pioneer has 85% interest in the Project
2
gross representing 100% MRE and African Pioneer has 85% interest in the Project
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
10
Optimisation studies have been undertaken by external consultant Sound Mining with the mandate to investigate the potential
for development of the Ongombo Mineral Resource, to review the Addison geological block model, develop a set of mine
design criteria, complete a base case for optimisation and generate sensitivity analysis of the base case under a range of
operating scenarios.
The Addison Mineral Resource Estimate was based on a total of 295 drillholes completed between 1988 and 1991 with a
further 33 holes drilled between 2008 and 2014 followed by 54 holes drilled by African Pioneer. All drill data was
incorporated in Sound Mining’s study.
Mine design criteria used assumed for the base case a discount rate of 10%, and metal prices including copper at US$9,100
per tonne, gold at US$2,300 per ounce and silver at US$28 per ounce. Payability factors of 82%, 70% and &0% respectively
were applied to all copper, gold and silver assumed to be recovered.
Other mine design criteria included the following:
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
11
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
12
The resulting pit optimisation results returned the “Ultimate Pit” scenario:
When compared to the Mineral Resource (as at 16 May 2023), the optimisation increased the run of mine estimation by
approximately 13 % and increased the estimated copper grade by approximately 124%.
The resulting 2024 Ultimate Pit resulted in the creation of two separate open pits duly named the South and north Pits which better reflect
a more realistic mining methodology and recognise two separate phases on mining. Phased development and preliminary planning
indicates a preference for the development of the North Pit in the first instance.
Further work required ahead of completion of a final mine plan and schedule includes some geotechnical drilling and infill drilling
especially in areas where historically no gold assays were completed.
Project Background: The Ongombo project is situated in Exclusive Prospecting License (EPL) 5772 in the Khomas region
of the Windhoek District of Namibia, 45 km from Windhoek, the capital of Namibia. The project area has relatively well-
developed infrastructure on the farms Ongombo Ost and Ongombo West. The property is easily accessed by a tar road from
Windhoek to Gobabis and then on a gravel road up to the project area. There is also a railway line from Gobabis to Walvis
Bay, via Windhoek running parallel to the tarred road. The Ongombo Project is located 15km northeast from Otjihase Mine
which consists of two underground mines (Otjihase and Matchless) and an 800ktpa copper concentrator.
The Ongombo project lies within the Matchless Member of the Kuiseb Formation, a conspicuous assemblage of lenses of
foliated amphibolites, chlorite-amphibolite schist, talc schist and metagabbro. This belt, up to 5km wide in the Otjihase area,
stretches 350km east-north-eastwards in the Southern Zone of the Damara Orogen from the Gorob – Hope area. The deposit
is generally described as a Besshi-type massive sulphide. These are described as thin sheet-like bodies of massive to well-
laminated pyrite, pyrrhotite, and chalcopyrite within thinly laminated clastic sediments and mafic tuffs. At the Ongombo
project mineralisation occurs in one continuous zone approximately 7 km long and 0.5 – 1 km wide. The mineralisation zone
dips consistently 15-20° northwest and plunges 5° northeast. Mineralisation is gradually thinning westward.
The renewal of EPL 5772 until 1 February 2026 is reflected on the Namibian Mines and Energy Cadastre Map Portal. A
conditional Environmental Clearance Certificate for mining activities was granted on EPL 5772 and is valid until 16 April
2026. A 20 Year Mining Licence, ML 240, was granted on 10 August 2022 and covers a portion of EPL 5772 and
approximately one third of the open pit resource. An extension to the Mining Licence was submitted on 6 September 2022
to encompass the wider Resource Area.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
13
ZAMBIA:
As mentioned in the Corporate Transactions summary above First Quantum has issued Option Exercise Notices in relation
to all 4 of the 4 Zambian exploration licences the subject of the First Quantum Option Agreement.
The licence package the subject of the First Quantum Option Agreement covers part of the north-western extension of the
Zambian Copperbelt. The properties are located within 80-100km of First Quantum’s giant Sentinel copper mine, one of the
largest copper mines in Africa, with a reported Measured and Indicated Resources of 891Mt @ 0.45% Cu. They also lie close
to the Enterprise nickel deposit (37.7Mt @ 1.03% Ni) which is being reportedly moved towards development.
The Projects lie on the Lufilian Fold Belt in the Domes region of the Central African Copperbelt, straddling the western
boundary of the Kabompo Dome, underlain principally by rocks of the Lower and Upper Roan, as well as the stratigraphically
higher Kundelungu and Nguba Groups. This geological package is similar in age and rock type to that hosting the major
copper deposits of the Copperbelt, including Sentinel. Therefore, the licence areas are considered to be strongly prospective
for Copperbelt-type copper/cobalt and/or nickel deposits. They are historically underexplored, representing the westerly
extension of the Copperbelt which has not been investigated in detail, as previous work focussed primarily on the central part
of the zone.
Exploration during the second half of 2023
Post the period on 16 April 2024 the Company announced an update on the exploration conducted and funded by First
Quantum Minerals Limited during the six-month period to 31 December 2023. The exploration was over the licences located
in NW Zambia within both the Fold & Thrust Belt and Western Foreland and which are covered by the First Quantum Option
Agreement.
Highlights
Drilling confirmed proof of concept that licences are in the right lithology confirming Congo-style mineralisation.
4 diamond drill holes completed at the Turaco target for 1,297.1m.
A 772.3m deep diamond drill hole completed over the Ikatu on an Audio Magneto Telluric (“AMT”) generated
target. Awaiting results.
9 reverse circulation (“RC”) holes drilled at the Chipopa target for a total of 780m. Awaiting results.
During the course of the programme FQM confirmed their intention to exercise their option as reported on 16
February 2024.
The parties have met and agreed an appropriate ground relinquishment strategy consistent with licence renewal
required in 2024.
The renewal of the 4 Zambian exploration licences the subject of the First Quantum Option Agreement is now reflected on
the Zambia Mining Cadastre Map Portal.
BOTSWANA
The Botswana projects comprise 5 prospecting licences which have been renewed through 31 March 2026 and comprise
approximately 770 sq. km. in the Kalahari Copperbelt. Whilst the exploration to date on the licences which were the subject
of the Sandfire Option Agreement does not currently indicate prospectivity for a large-scale mining operation the Board
believes that there is prospectivity for a smaller to medium sized mining operation targeting in the range of 5,000 to 10,000
tonnes of contained copper per annum. Although too small for a large-scale miner a mine of this size would fit very well into
the demand for small to medium mines to help bridge the gap in the predicted shortfall of copper to meet future projected
demand.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
14
All the Botswana licences are currently under review by the Company in cooperation with its external geological consultant
with specific expertise of Botswanan copper geology. The region represents a significant copper exploration and resource
development destination and as such all exploration ground has potential strategic importance particularly in the case of
African Pioneer which has several licences in the general area.
OUTLOOK
Outlook for Copper: During late 2024 the copper price was around US$9,370 per tonne and in early 2025 was US10,000
per tonne and at the time of writing is around US$9,300 per tonne . Notwithstanding this short-term volatility the forecasts
for the price of copper and its by-product metals remain positive as the outlook for copper supply remains quite pessimistic
as most large copper mining projects have been shelved as a result of political or economic reasons but we anticipate this
will lead to both smaller but profitable mines being developed , and junior mining companies with good copper resources in
reliable jurisdictions becoming potential targets for acquisitions by major mining companies. As a result, the Company is
well positioned with all its projects, to take part in a potential acquisition boom or alternatively to attract financing for its
own operations which might not otherwise have been available.
The major mining companies are seeking new projects for acquisition and all our projects have the fundamentals which may
attract the attention of larger companies as reflected in the fact that First Quantum has as reported in the Corporate review
section above issued an Option Exercise Notice in relation to the 4 Zambian exploration licences the subject of the First
Quantum Option Agreement
The Board feels the Group has assembled an enviable portfolio of projects and we are pleased that Sandfire has taken and
retained a significant equity position in the Company. We look forward to advancing all our projects and providing our
shareholders with the prospects of enhanced value flowing into next year.
By Order of the Board
30 April 2025
AFRICAN PIONEER PLC
DIRECTORS’ REPORT
15
The directors present their report on the affairs of African Pioneer Plc (the “Company”) for the year ended 31 December
2024. The Company was incorporated on 20 July 2012.
PRINCIPAL ACTIVITIES
Investing in small natural resource projects and mineral exploration projects can be very rewarding, but because of the issues
and uncertainties arising from exploration, resource estimation, commodity price volatility, politics and the financing of such
projects, there is a significant possibility of such reward not materialising. As a result of the nature and size of the Company
it will, in the early years particularly, be exposed to a concentration of risk either by sector or geographically, or possibly
both. These risks are outlined in more detail in the Strategic Report.
REVIEW OF THE BUSINESS
During the year, the Group made a loss of £650,973 – (2023: loss of £689,213).
A review of the current and future development of the Group’s business are included in the Strategic Report.
The Directors do not recommend the payment of a dividend.
SUBSEQUENT EVENTS
Details of subsequent events after the year end are disclosed in note 17 of the financial statements
DIRECTORS
The names of the Directors who served throughout the period and subsequent to the year end, are as follows:
C Bird
R.
Samtani
C Cordier
K Thygesen
J Cunningham
-
Davis
Directors’ interests in the ordinary share capital of the Company at the date of this report are disclosed within the
Directors Remuneration Report
DIRECTOR’S REMUNERATION
The Directors’ remuneration is detailed in the Directors’ Remuneration Report on pages 18 to 20
DIRECTORS’ AND OFFICERS’ INDEMNITY INSURANCE
The Group has purchased Directors’ and Officers’ liability insurance which provides cover against liabilities arising against
them in that capacity.
AFRICAN PIONEER PLC
DIRECTORS’ REPORT (continued)
16
USE OF FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
Details of the use of financial instruments and associated risk management by the Group are included in note 3 to the financial
statements.
SUBSTANTIAL SHAREHOLDINGS
Other than Directors interests which are set out below on a separate table in this report, the following shareholders held 3%
or more of the issued share capital of the Company on 23 April 2025. These holdings are extracted as they appear in the
relevant custodian account on the Company’s share register.
Registered Shareholder No. of shares
Percentage
The Bank Of New York (Nominees) Limited *
39,948,412
14.7%
Vidacos Nominees Limited. IGUKCLT *
28,963,132
10.6%
Vidacos
Nominees Limited. FGN *
28,418,932
10.4%
Jim Nominees Limited. SHARD *
21,952,778
8.1%
Jim Nominees Limited. FIRSTEQT *
21,776,013
8.0%
Hargreaves Lansdown (Nominees) Limited HLNOM *
18,838,306
6.9%
Hargreaves Lansdown (Nominees) Limited VRA *
15,850,394
5.8%
Mohamad Ali Ahmad
15,000,000
5.5%
HSBC Global Custody Nominee (UK) Limited *
8,810,056
3.2%
199,558,023
73.3%
*Nominee shareholder; not beneficial owner.
UK STREAMLINED ENERGY AND CARBON REPORTING
The Group’s UK energy and carbon information is not disclosed as the Company qualifies as it consumed less than 40MWh
and is a Low Energy user in the UK as defined in the Environmental Reporting Guidelines Including streamlined energy
and carbon reporting guidance March 2019 (Updated Introduction and Chapter 1) and as such is not required to provide
detailed disclosures of energy and carbon information. The Company is based in the Isle of Man and has no UK-based
subsidiaries and its overseas subsidiaries, some of which own exploration licences and conduct exploration activities outside
the U.K. are not required to report U.K. energy consumption in their own right. The Company was also below this threshold
in 2023.
POLITICAL DONATIONS
The Group made no political donations during the year (2023: none).
STATEMENT AS TO THE DISCLOSURE OF INFORMATION TO
THE AUDITORS AND DIRECTORS’ RESPONSIBILITIES
The Directors (being Colin Bird-Chairman, Raju Samtani-Finance Director, Christian Cordier-Business Development
Director, Kjeld Thygesen -Independent Non-Executive Director and James Cunningham-Davis Non-Executive Director, who
were in office at the date of approval of this report, confirm that, so far as they are aware, there is no relevant audit information
of which the Company’s auditor is unaware of and that they have taken all reasonable steps to take themselves aware of any
relevant audit information and to establish that the Company’s auditor is aware of that information.
AFRICAN PIONEER PLC
DIRECTORS’ REPORT (continued)
17
The Directors are responsible for preparing the financial statements in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom’s Financial Conduct Authority (“DTR”) and with International Financial
Reporting Standards as adopted by the United Kingdom.
The Directors confirm to the best of their knowledge that:
the financial statements have been prepared in accordance with the relevant financial reporting framework and give a
true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the Company; and
the Strategic Report and Directors’ Report include a fair review of the development and performance of the business and
the financial position of the Group and the Company, together with a description of the principal risks and uncertainties
that it faces; and
the annual report and financial statements, taken as a whole, are fair, balanced, and understandable and provide the
information necessary for shareholders to assess the Group’s position, performance, business model and strategy.
AUDITORS
The auditors, RPG Crouch Chapman LLP have indicated their willingness to continue in office. A resolution to re-appoint
them will be proposed at the forthcoming Annual General Meeting.
Signed on behalf of the Board:
30 April 2025
Colin Bird Raju Samtani
Executive Chairman Director
AFRICAN PIONEER PLC
DIRECTORS’ REMUNERATION REPORT
18
This Remuneration Report sets out the Group’s policy on the remuneration of Directors, together with details of Directors’
remuneration packages and service contracts for the year ended 31 December 2024.
The Company’s policy is to maintain levels of remuneration to attract, motivate, and retain Directors and Senior Executives
of the highest calibre who can contribute their experience to deliver industry-leading performance with the Company’s
operations. The Company is nonetheless mindful of the need to balance this objective with the fact that it is pre-revenue.
Since listing on 1 June 2021, the Company’s Directors have largely remunerated through a combination of modest salaries
and/or fees and where relevant, equity positions as founders and as a result the total salaries and fees payable to directors has
been relatively modest. Since listing the Director’s remuneration has remained the same and in light of this and the fact that
the Company has only been listed since 2021 it was not considered meaningful to provide a ten year summary of CEO
remuneration.
As the Company grows, and increasingly makes hires, it will become necessary to move to a more long-term and sustainable
policy, which continues to align the interests of Directors and senior staff with those of shareholders while recognising that
new hires will not initially have a significant equity position.
Accordingly, it is likely that compensation packages for Executive Directors will need to move over time to a level more
consistent with the market. Currently, Directors’ remuneration is not subject to specific performance targets. The Company
is sufficiently small that the Board does not consider that it is necessary to impose such targets as a matter of principle but
believes that exceptional performance can be rewarded on an ad hoc basis.
The Board proposed and shareholders approved at the 2022 AGM a share option scheme which is to incentivise both
Executive and non-Executive Directors as well individuals holding positions of responsibility in or whom are consultants to
the Company (“Share Option Scheme”). On 24 January 2023 the Company announced that pursuant to the Share Option
Scheme approved at the Company’s Annual General Meeting (“AGM”) held on 23 August 2022 16,850,000 options over
Ordinary Shares (“Options”) were awarded, 6,600,000 of the Options were awarded to directors of the Company, as detailed
further in Note 15 and the balance of 10,250,000 Options to other eligible participants. The Company had not previously
issued any Options.
The 2024 Annual General Meeting also approved the Company establishing updated incentive schemes to more closely
align the interest of directors, officers, employees and consultants with those of shareholders by providing for the payment
of short-term, annual and transaction incentive awards in cash or Company shares (the “Proposed Incentive Schemes”).
Awards under the Proposed Incentive Schemes are not intended to replace the Share Option Scheme arrangements. The
Proposed Incentive Schemes shall continue in place until the Board of the Company have put an alternative incentive scheme
to the Company’s shareholders which the Company’s shareholders have approved.
The Board considers the remuneration of Directors and senior staff and their employment terms and makes recommendations
to the Board of Directors on the overall remuneration packages. No Director takes part in any decision directly affecting their
own remuneration. No third parties have been engaged to advice the Board on remuneration and no discretion has been
exercised in the award of director’s remuneration other than the issue of Options.
There has been no correspondence to date from shareholders relating to Directors’ remuneration matters and therefore no
such matters have been considered by the Board in formulating the Company’s remuneration policy.
•
AFRICAN PIONEER PLC
DIRECTORS’ REMUNERATION REPORT (Continued)
19
In determining Executive Director remuneration policy and practices, the Board aims to address the following factors:
• Clarity - remuneration arrangements should be transparent and promote effective engagement with shareholders and
the workforce;
• Simplicity - remuneration structures should avoid complexity and their rationale and operation should be easy to
understand;
• Risk - remuneration arrangements should ensure reputational and other risks from excessive rewards, and risks that
can arise from target-based incentive plans, are identified and mitigated;
• Predictability - the range of possible values of rewards to individual directors and any other limits or discretions are
identified and explained at the time of approving the policy;
• Proportionality – the clarity of the link between individual awards, the delivery of strategy and the long-term
performance of the company should be clear; and
• Alignment to culture - incentive schemes, when implemented will drive behaviours consistent with company
purpose, values and strategy.
Directors’ remuneration
Remuneration of the Directors for the years ended 31 December 2024 and 2023 was as follows:
2024 2023
Directors’
Fees
Consulting
Fees
Total
Emoluments
Total
Emoluments
£ £
£
£
C. Bird
18,000
42,000
60,000
60
,000
R. Samtani
18,000
32,00
0
50,000
50,00
3
C Cordier
18,000
12,000
30,000
30
,
0
00
K
Thygesen
18,000
-
18,000
1
8
,
0
00
James Cunningham
-
Davis
14,400
-
14,400
14
,
4
00
Total
86,400
86,00
0
172,400
1
72
,
4
0
3
Each of the Directors entered into service agreements at the time of the Company’s admission to the market on 1 June 2021.
Details of Directors’ Letters of Appointment and Service Agreements as disclosed in Note 16 of these Financial Statements.
There were no pensions or other similar arrangements in place with any of the Directors during the years ended 31
December 2024 or 2023.
Payments to past directors
The Company did not pay any compensation to past Directors in 2024 and 2023.
AFRICAN PIONEER PLC
DIRECTORS’ REMUNERATION REPORT (Continued)
20
DIRECTORS’ INTERESTS
The beneficial interest of the directors, their spouses and minor children in the share capital of the Company are as follows:
Ordinary Shares of No Par Value
Date of this report
31 December 2024
31 December 202
3
C Bird*
24,492,284
24,492,284
24,117,284
R Samtani
18,395,061
18,395,061
18,395,061
J Cunningham
-
Davis***
-
-
-
C Cordier**
17,222,222
17,222,222
17,222,222
K Thygesen
1,033,334
1,033,334
1,033,334
* Colin Bird’s shareholding includes 5,000,000 ordinary shares held by Campden Park Trading, a company owned and controlled by
Colin Bird, the Company’s Chairman
** Christian Cordier’s shareholding includes 4,000,000 ordinary shares held by Tonehill Pty Ltd as trustee for The Tonehill Trust and
5,222,222 ordinary shares held by Coreks Super Pty Ltd as trustee for Coreks Superannuation Fund both of which companies are owned
and controlled by Christian Cordier. It also includes 8,000,000 ordinary shares held by Breamline Pty Ltd of which Christian Cordier is
a director and which is a trustee company for Breamline Ministries
*** 230,000 warrants held by Cavendish Trust of which James Cunningham-Davis is a director and a controlling majority shareholder
expired unexercised on 1 June 2023.
The Directors have also been granted fully vested options over ordinary shares detailed below, the options are exercisable at
4.5 pence per Ordinary Share and expire on 23 January 2033 one day prior to the tenth anniversary of the grant of the options.
Further details of the terms of the options are in note 15
Directors
No. of Options
Executive Directors:
Colin Bird Executive Chairman
5,000,000
Christian Cordier Commercial Director
500,000
Raju Samtani Finance Director
600,000
Non Executive Directors:
Kjeld Thygesen Independent
500,000
James Cunningham
-
Davis
Nil
Total Directors
6,600,000
There have been no further changes in directors' interests in the Company’s shares since the year end other than those noted
above.
Approved by the Board on 30 April 2025.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT
21
Corporate Governance
The Board guides and monitors the business and affairs of the Company on behalf of the Shareholders to whom it is
accountable and is responsible for corporate governance matters. While certain key matters are reserved for the Board, it has
delegated responsibilities for the day-to-day operational, corporate, financial and administrative activities to the Business
Development Director, the Executive Chairman and the Finance Director.
In assessing the composition of the Board, the Directors have had regard to the following principles:
the role of the Executive Chairman and the other directors should not be exercised by the same person;
the Board should include at least one independent non-executive director, increasing where additional expertise is
considered desirable in certain areas, or to ensure a smooth transition between outgoing and incoming non-executive
directors; and
the Board should comprise of directors with an appropriate range of qualifications and expertise.
The Company believes it complies with each of these principles.
Both James Cunningham-Davis and Kjeld Thygesen are the Non-Executive Directors of the Company. James Cunningham-
Davis is one of the directors of Cavendish Secretaries Limited, a subsidiary of Cavendish Trust Company Limited, which
provides secretarial services to the Company in the Isle of Man and is therefore for these purposes not considered
independent.
Kjeld Thygesen has a holding of Ordinary Shares representing 0.40 per cent. of the issued share capital and he is considered
independent given this holding is de minimis.
Directors appointed by the Board are subject to election by shareholders at the Annual General Meeting of the Company
following their appointment and thereafter are subject to re-election in accordance with the Company’s Articles of
Association.
The QCA Corporate Governance Code, as published by the Quoted Companies Alliance, is tailored for small and mid-size
quoted companies in the United Kingdom. The Company follows, to the extent practicable for a company of its size and
nature, follow the QCA Corporate Governance Code (2018). The Directors are aware that there are currently certain
provisions of the QCA Corporate Governance Code that the Company is not in compliance with, given the size and early
stage nature of the Company. These include, inter alia:
The Company does not currently have a remuneration, nomination or risk committee. The Board as a whole will
review remuneration, nomination and risk matters, on the basis of adopted terms of reference governing the matters
to be reviewed and the frequency with which such matters are considered. The Board as a whole will also take
responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the
Company’s financial statements and take responsibility for any formal announcements on the Company’s financial
performance.
Unless further independent non-executive directors are appointed, the Board will not comply with the provision of
the QCA Corporate Governance Code that at least to members of the Board, excluding the Chairman, should
comprise non-executive directors determined by the Board to be independent.
The Executive Chairman of the Company is an executive director rather than an independent non-executive director
as suggested by the QCA corporate governance code
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
22
The Company holds board meetings as issues arise which require the attention of the Board and also discuss matters amongst
themselves prior to passing written resolutions of all the Directors which happened 5 times during the year. The Board is
responsible for the management of the business of the Company, setting the strategic direction of the Company and
establishing the policies of the Company. It is the Directors’ responsibility to oversee the financial position of the Company
and monitor the business and affairs of the Company, on behalf of the Shareholders, to whom they are accountable. The
primary duty of the Directors is to act in the best interests of the Company at all times. The Board also addresses issues
relating to internal control and the Company’s approach to risk management and has formally adopted an anti-corruption and
bribery policy.
Share Dealing Code
The Company has adopted, with effect from Admission, a share dealing policy regulating trading and confidentiality of inside
information for the Directors and other persons discharging managerial responsibilities (and their persons closely associated)
which contains provisions appropriate for a company whose shares are admitted to trading on the Official List (particularly
relating to dealing during closed periods which will be in line with the Market Abuse Regulation). The Company takes all
reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing
policy.
Audit Committee
The Audit Committee is chaired by James Cunningham-Davis and its other member is Christian Cordier whose qualifications
and experience is summarised in their profiles in the Board of Directors on page 5.. The Audit Committee meets at least
twice a year, or more frequently if required. The Audit Committee is responsible, amongst other things, for making
recommendations to the Board on the appointment of auditors and the audit fee, monitoring and reviewing the integrity of
the Company’s financial statements and any formal announcements on the Company’s financial performance as well as
reports from the Company’s auditors on those financial statements.
In addition, the Audit Committee considers and reviews the Company’s internal financial control and risk management
systems to assist the Board in fulfilling its responsibilities relating to the effectiveness of those systems, including an
evaluation of the capabilities of such systems in light of the expected requirements for any specific acquisition target.
The audit committee have received confirmations from RPG Crouch Chapman LLP of their independence. RPG Crouch
Chapman LLP were appointed as auditors in relation to the 2023 accounts so have only been in office for two years and have
not provided any non-audit services to the Company or its subsidiaries.. On this basis of the foregoing the audit committee
consider RPG Crouch Chapman LLP to be independent.
Meetings of the Directors
The number of meetings of the board of directors of the Company and its committees held during the year ended 31 December
2024 and the number of meetings attended by each director is tabled below.
2024
Meetings
Meetings attended
Board
Audit
Board
Audit
C. Bird
2
-
2
-
R. Samtani
2
-
2
-
J. Cunningham
-
Davis
2
2
2
2
K Thygesen
2
-
2
-
C. Cordier
2
2
2
2
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
23
2023
Meetings
M
eetings attended
Board
Audit
Board
Audit
C.
Bird
2
-
2
-
R. Samtani
2
-
2
-
J. Cunningham
-
Davis
2
2
2
2
K Thygesen
2
-
2
-
C. Cordier
2
2
2
2
Diversity Policy
The Board operates a policy whereby Directors and other individuals considered for employment and professional services
across the Group are selected on the basis of their experience, professional qualifications and ability and a such the Company
does not discriminate on aspects such as age, gender or educational and professional background.
The Company is a small exploration and development company and the Company’s only employees comprising of the 5
Board Directors who have been in office since the Listing on 1 June 2021 and were the Board members on the basis of whose
experience and expertise investors invested in the Company at the time of the Listing. The Company has at the date of these
accounts not expanded or changes the composition of its Board and accordingly has not met the following targets on board
diversity
(i) at least 40% of the individuals on its board of directors are women; and
(ii) at least one of the following senior positions on its board of directors is held by a woman (A) the chair; (B) the chief
executive; (C) the senior independent director; or (D) the chief financial officer.
The Company has met the target that at least one individual on its board of directors s from a minority ethnic background
The diversity composition of the Board is shown in the table below:
Number of
board
members
Percentage of
the board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men 5
100 %
3
3
100%
Women 0
Nil
-
-
Nil
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
24
Ethnic Background of Board members
Number
of board
members
Percentage
of the
board
Number
of senior
positions
on the
board
(CEO,
CFO,
SID and
Chair)
Number in
executive
management
Percentage
of executive
management
White British or other White
(including minority-white
groups)
4 80% 2 2 66%
Mixed/Multiple
Ethnic
Groups
Asian/Asian British
1
20%
1
1
33%
Black/African/Caribbean/Black
British
Other ethnic group, including
Arab
Not specified/ prefer not to say
Internal controls
The Board is responsible for establishing and maintaining the Group’s system of internal control. Internal control systems
manage rather than eliminate the risks to which the Group is exposed and such systems, by their nature, can provide
reasonable but not absolute assurance against misstatement or loss.
There is a continuous process for identifying, evaluating and managing the significant risks faced by the Group. The key
procedures which the Directors have established with a view to providing effective internal control, are as follows:
Identification and control of business risks The Board identifies the major business risks faced by the Group and
determines the appropriate course of action to manage those risks.
Budgets and business plans Each year the Board approves the business plan and annual budget. Performance is monitored
and relevant action taken throughout the year through the regular reporting to the Board of changes to the business
forecasts.
Investment appraisal Capital expenditure is controlled by budgetary process and authorisation levels. For expenditure
beyond specified levels, detailed written proposals must be submitted to the Board. Appropriate due diligence work is
carried out if a business or asset is to be acquired.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
25
Environmental, Social and Governance (ESG) Policy
African Pioneer plc practises responsible exploration as reflected in our ESG policy and our activities. By doing so we reduce
project risk, avoid adverse environmental and social impacts, optimising benefits for all stakeholders while adding value to
our projects.
Our business associates, consultants and contractors perform much of our primary activities at our projects and therefore we
require that all representatives and contractors working on our behalf or for our subsidiaries accept and adhere to the
principles set out in this policy. We encourage input from those with local knowledge and we review this policy on a regular
basis.
Our ESG policy is guided by the Prospectors & Developers Association of Canada’s (PDAC) Framework for Responsible
Exploration (known as e3 Plus) which encourages mineral exploration companies to complement and improve social,
environmental and health and safety performance across all exploration activities around the world.
Adopting Responsible Governance and Management: African Pioneer is committed to environmentally and socially
responsible mineral exploration and has developed and implemented policies and procedures for corporate governance and
ethics. We ensure that all staff and key associates are familiar with these and have the appropriate level of knowledge of
these policies and procedures.
The Company employs persons and engages contractors with the required experience and qualifications relevant to their
specific tasks and, where necessary, seeks the advice of specialists to improve understanding and management of social,
environmental, human rights and security, and health and safety.
African Pioneer’s Corporate Governance Statement can be viewed on our website and the Company has an Anti-Bribery and
Corruption policy and an Anti-Slavery policy.
Applying Ethical Business Practices: As well as our shareholders and staff, our stakeholders include local communities
and local leadership, government and regulatory authorities, suppliers, contactors and consultants, our local business
partners and other interested parties. Our corporate culture and policies require honesty, integrity, transparency and
accountability in all aspects of our work and when interacting with all stakeholders.
The Company takes all necessary steps to ensure that activities in the field minimise or mitigate any adverse impacts on
both the environment and on local communities.
Respecting Human Rights: The exploration activities of African Pioneer are carried out in line with applicable laws on
human rights and the Company does not engage in activities that have adverse human rights impacts.
Commitment to Project Due Diligence and Risk Assessment: We make sure we are informed of the laws, regulations,
treaties and standards that are applicable with respect to our activities. We ensure that relevant parties are informed and
prepared before going into the field in order to minimise the risk of miscommunication, unnecessary costs and conflict,
and to understand the potential for creating opportunities with local communities where possible.
Engaging Host Communities and Other Affected and Interested Parties: African Pioneer is committed to engaging
positively with local communities, regulatory authorities, suppliers and other stakeholders in its project locations, and
encourages feedback through this engagement. Through this process, the Company develops and fosters the relationships
on which our business relies for success.
Protecting the Environment: We are committed to ensuring that environmental standards are met or exceeded in the
course of our exploration activities. Applicable laws and local guidelines in all project jurisdictions are followed
diligently and exploration programmes are only carried out once relevant permits and approvals have been secured from
the appropriate regulatory bodies.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
26
African Pioneer is committed to good practices in rehabilitation and repair during its mineral exploration activities and,
where possible, choose less impactful exploration methods to limit disturbance.
Safeguarding the Health and Safety of Workers and the Local Population: Company activities are carried out in
accordance with good practice and applicable laws related to Health and Safety.
Environment Health, safety and community statement
The Group is committed to providing a safe working environment for all its employees and to responsibly manage all of the
environmental interactions of its business. Its objective is to perform and achieve at a level notably in excess of the regulatory
minima required by the host countries in which it does business.
The following specific principles are adhered to by the Group:
Health & Safety
• Provision of health and safety training to all employees;
• All necessary measures are taken to minimise workplace injuries, and
• Establishment of management and advisory programmes for the prevention of transmissible diseases.
Environment
The Group prides itself on being a skilled and responsible operator. It functions with the clear mandate of being in full
compliance with, applicable environmental laws, regulations and permit requirements. It has an internal monitoring
programme in place that plays a critical role in continuously improving its environmental performance.
The Group strives to minimise its environmental effects wherever and to:
• Comply with applicable laws, regulations and commitments wherever it operates;
• Ensure it has the necessary resources, procedures, training programmes and responsibilities in place to achieve its
environmental objectives;
• Strive to protect air and water quality, minimise consumption of water and energy, and protect natural habitats and
biodiversity;
• Promote an ongoing environmental dialogue with its stakeholders in the communities where it conducts business;
• Collaborate with stakeholders to define environmental priorities and to protect the environment, and
• Consider the requirement for environmental protection in all aspects of exploration and development.
Communities
As well as recognising the need to protect the natural environment the Group follows best practices in:
• its interactions with local communities,
• respecting customs and cultural practices, and
• minimising intrusion upon lifestyles and traditions.
The Group will not violate human rights and will, wherever possible, favour employment for local people when it recruits.
It will strive to be recognised as a socially aware and responsible business
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
27
Task Force on Climate-related Financial Disclosures (TCFD)
The Company has not included climate-related financial disclosures consistent with any of the TCFD Recommendations and
Recommended Disclosures, as required by Listing Rule 14.3.27, neither in this annual financial report or any other document
as it has not yet established the metrics and obtained the data to do this. Set out below is a summary of the Company's
activities and how the Company proposes to align with the TCFD recommendations. The Company will provide an update
of its alignment with the TCFD recommendations in next year's Annual Report.
The Company’s business strategy is to explore for and develop base metals projects focusing on Southern Africa. Base metals
are materials used to produce diverse products used in modern living in a safe and sustainable environment for all its
stakeholders with a focus on copper projects. As an organisation, we recognise the growing importance of understanding the
impact of climate change on the environment in which we operate and its potential impact on the business.
TCFD was established in 2015 to improve and increase reporting of climate-related financial information and to provide
information to investors about the actions companies are taking to mitigate the risks of climate change, as well as to provide
increased clarity on the way in which they are governed.
The Company’s exploration activities are “asset” light as the Company does not own its drilling and exploration equipment
and instead uses contractors and it is a standard operating procedure for exploration activities to be conducted in accordance
with applicable environmental regulations. The effect of this is that the Company’s demand for and use of carbon fuels is
very low though its contractors will use carbon fuels. An opportunity arising for the Company from climate change is that
copper is projected to increase in response to the global green energy transition in particular for electric vehicles, charging
stations and the generation and distribution of renewable energy.
The Company is planning to adopt the TCFD framework and recommendations to the extent that it is appropriate given the
size of the company and its activities. The framework is useful as a guide to understand how climate change could impact a
broad range of business drivers and will provide a structured approach for the Group, to work towards embedding climate
into our decision-making and will enable us to learn from and apply best practice on reporting and disclosures.
We see this as a means to increase the quality and transparency in our climate related disclosures whilst taking the first steps
on the roadmap of TCFD reporting. We aim to ensure our stakeholders will have a better understanding of the Company’s
operational and business resilience to climate change and how we will incorporate the consideration of climate-related risks
and opportunities in our business model. The table below provides a brief statement on our current thought process to
understand and begin aligning with the TCFD recommendations.
Governance: The Group’s governance relating to climate-related risks and opportunities is the responsibility of the Board.
Strategy: The actual and potential impacts of climate-related risks and opportunities will have effects on the business
policies, strategy and financial planning of the Company.
Risk Management: The financial director is responsible for Company’s risk assessment and identifying, assessing, and
managing climate related risks is part of that function.
Metrics & Targets: The formulation of metrics and targets used to assess and manage relevant climate related risks and
opportunities will be considered.
AFRICAN PIONEER PLC
STRATEGIC REPORT
28
The Directors present their strategic report on the group for the year ended 31 December 2024.
PRINCIPAL ACTIVITY
African Pioneer Plc (“the Company”) is a public limited company which is listed on the main market of the London Stock
Exchange and incorporated and domiciled in the Isle of Man. The Company’s registered address is 19-21 Circular,
Douglas, Isle of Man IM1 1AF.
The Company is the parent company of African Pioneer Zambia Ltd (80% owned), African Pioneer Chongwe Ltd (80%
owned), Resource Capital Partners Pty Ltd (100% owned) and Zamcu Exploration Pty Ltd (100% owned), which has an
85% equity holding in Ongombo Mine (Pty) Limited and Manmar Investments One Hundred and Thirty Six (Pty) Ltd.
(see note 9 for further details).
The principal activity of the Company and its subsidiaries (the “Group”) is the exploration for base metals in Zambia,
Namibia and Botswana.
GOING CONCERN
As disclosed in Note 2 The Group made a loss from all operations for the year ended 31 December 2024 after tax of
£(651,000) (2023: £689,000). In June 2023, the Company raised £790,000 (gross) and at the year end had cash of £12,690
(2023 £372,156) and post the year end on 10 February 2025 the Company raised £429,000 (gross). An operating loss is
expected in the year subsequent to the date of these accounts and as a result the Company will need to raise funding to
provide additional working capital to finance its ongoing activities. The management team has successfully raised funding
for exploration projects in the past, but there is no guarantee that adequate funds will be available when needed in the future.
Based on its current reserves and the Board's assessment that the Company will be able to raise additional funds, as and
when required, to meet its working capital and capital expenditure requirements, the Board have concluded that they have
a reasonable expectation that the Group can continue in operational existence for the foreseeable future. For these reasons
the 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.
There is a material uncertainty relating to the conditions above that may cast significant doubt on the Group's ability to
continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the
normal course of business.
KEY PERFORMANCE INDICATORS
The key performance indicators in assessing the completion of this activity are monitored on a regular basis:
• Progress with exploration, monitoring licence commitments and environmental compliance; and
• Cash management – ensuring that the Company is well funded and has adequate cash to meet its obligations as they fall
due.
REVIEW OF THE BUSINESS
Details of the Company’s strategy, results and prospects are set out in the Chairman’s Statement on page 3 and in the
Financial, Corporate and Operational Review on page 6.
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
29
Financial highlights:
£651k consolidated loss after tax (2023: £689k - loss)
Approximately £13k cash at bank at the year-end (2023: £372k).
The basic and diluted losses per share are summarised in the table below
Profit/(Loss) per share
(pence)
2024
2023
Basic & Diluted Note 6 (0.29)p (0.33)p
The net assets of the Group at as at 31 December 2024 were £4.6m (31 December 2023 £5.2m)
INVESTMENTS HELD BY THE COMPANY FOR RESALE
The Company has previously held investments available-for-sale investments but sold these during 2023 as a source of
liquidity to cover explorations costs and general overheads of the Group. It is the Group’s intention not to purchase any new
investments.
PRINCIPAL RISKS AND UNCERTAINTIES
This business carries a high level of risk and uncertainty, although the potential rewards can be outstanding. The Directors
have identified the following principal risks in regards to the Group’s future. The relative importance of risks faced by the
Group can, and is likely to, change as the Group executes its strategy and as the external business environment evolves the
strategy as may be required based on developments and exploration results. Key elements of this process are the Group’s
reporting and Board meetings.
Strategic risk
The Group’s strategy may not deliver the results expected by shareholders. The Directors regularly monitor the
appropriateness of the strategy, taking into account both internal and external factors, together with progress in and modify.
Exploration risk
Exploration at the Namibia, Zambia and Botswana Projects may not result in success.
Whilst the Directors endeavour to apply what they consider to be the latest technology to assess projects, the business of
exploration for and identification of minerals and metals, is speculative and involves a high degree of risk. The mineral and
metal potential of the Group’s projects in Namibia, Zambia and Botswana, may not contain economically recoverable
volumes of minerals, base metals, or precious metals of sufficient quality or quantity. To mitigate this risk, the Group has
acquired the rights to carry out exploration and earn an interest in certain licences in the specific areas.
Even if there are economically recoverable deposits, delays in the construction and commissioning of mining projects or
other technical difficulties may make the deposits difficult to exploit. The exploration and development of any project may
be disrupted, damaged or delayed by a variety of risks and hazards which are beyond the control of the Group. These include
(without limitation) geological, geotechnical and seismic factors, environmental hazards, technical failures, adverse weather
conditions, acts of God and government regulations or delays.
Exploration is also subject to general industrial operating risks, such as equipment failure, explosions, fires and industrial
accidents, which may result in potential delays or liabilities, loss of life, injury, environmental damage, damage to or
destruction of property and regulatory investigations. The Group may also be liable for the mining activities of previous
miners and previous exploration works. Although the Group intends, itself or through its operators, to maintain insurance
in accordance with industry practice, no assurance can be given that the Group or the operator of an exploration project will
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
30
be able to obtain insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and
available to cover any such claims. The Group may elect not to become insured because of high premium costs or may
incur a liability to third parties (in excess of any insurance cover) arising from pollution or other damage or injury.
Environmental and other regulatory risks
In relation to the Group’s existing projects the environmental impact to date is limited to activities associated with
exploration. The ultimate development of any project into a mining operation will inevitably impact considerably on the
local landscape and communities. These projects sit in an area of considerable natural beauty and therefore there is likely
to be opposition to mining by some parties. This may impact on the cost and/or Group’s ability to sell or move these projects
into production.
While the Group believes that its operations and future projects are currently, and will be, in substantial compliance with
all relevant material environmental and health and safety laws and regulations, including relevant international standards,
there can be no assurance that new laws and regulations, or amendments to, or stringent enforcement of, existing laws and
regulations will not be introduced.
Nevertheless, the Group will continue to vigorously apply international standards to the design and execution of any and
all of its activities, including engagement and consultation with local communities, and non-governmental and
Governmental organisations to ensure any impacts of current and future activities are minimised and appropriately
managed. The Group has organisations to ensure any impacts of current and future activities are minimised and
appropriately managed. The Group has established a comprehensive suite of health, safety, environmental and community
policies which will underpin all future activities.
Financing
The successful exploration or exploitation of natural resources on any project will require significant capital investment.
The only sources of financing currently available to the Group are through the issue of additional equity capital in the
Company convertible loans or through bringing in partners to fund exploration and development costs. The Group’s ability
to raise further funds will depend on the success of their investment strategy and conditions in financial and commodity
markets. The Group may not be successful in procuring the requisite funds on terms which are acceptable to it (or at all)
and, if such funding is unavailable, the Group may be required to reduce the scope of its investments or anticipated
expansion.
Political, economic and regulatory regime
The licences and operations of the Group are in jurisdictions outside the United Kingdom and accordingly there will be a
number of risks which the Group will be unable to control. Whilst the Group will make every effort to ensure it has robust
commercial agreements covering its activities, there is a risk that the Group’s activities will be adversely affected by
economic and political factors such as the imposition of additional taxes and charges, cancellation or suspension of licences
and changes to the laws governing mineral exploration and operations.
The Group’s activities will be dependent upon the grant of appropriate licences, concessions, leases, permits, and regulatory
consents that may be withdrawn or made subject to limitations. There can be no assurance that they will be granted or renewed
or if so, on what terms. There is also the possibility that the terms of any licence may be changed other than as represented
or expected.
The current focus of the Group’s activities, offer stable political frameworks and actively support foreign investment. The
countries have well-developed exploration and mining code and proactive support for foreign companies. Through a
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
31
programme of proactive engagement with each Government at all levels the Group is able to partially mitigate these risks by
establishing professional working relationships.
Dependence on key personnel
The Group is dependent upon its executive management team and various technical consultants. Whilst it has entered into
contractual agreements with the aim of securing the services of these personnel, the retention of their services cannot be
guaranteed. The development and success of the Group depends on its ability to recruit and retain high quality and
experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the
Group grows could have an adverse effect on future business and financial conditions. Nevertheless, through programmes of
incentivising staff, appropriate succession planning, and good management these risks can be largely mitigated.
Uninsured risk
The Group, as a participant in exploration and development programmes, may become subject to liability for hazards that
cannot be insured against or third-party claims that exceed the insurance cover. The Group may also be disrupted by a variety
of risks and hazards that are beyond its control, including geological, geotechnical and seismic factors, environmental
hazards, industrial accidents, occupation and health hazards and weather conditions or other acts of God.
Other business risks
In addition to the current principal risks identified above and those disclosed in note 3 to the financial statements, the Group’s
business is subject to risks relating to the financial markets and commodity markets. The buoyancy of both the
aforementioned markets can affect the ability of the Group to raise funds for exploration. The Group has identified certain
risks pertinent to its business including:
Strategic and Economic:
• Business environment changes
• Limited diversification
Operational:
• Difficulty in obtaining / maintaining / renewing Licences / approvals
Commercial:
• Failure to maximise value from its Namibia/Zambia/Botswana projects
• Loss of interest in key assets
• Regulatory compliance and legal
Human Resources and Management:
• Failure to recruit and retain key personnel
• Human error or deliberate negative action
• Inadequate management processes
Financial:
• Restrictions in capital markets impacting available financial resources
• Cost escalation and budget overruns
• Fraud and corruption
The Directors regularly monitor such risks, using information obtained or developed from external and internal sources, and
will take actions as appropriate to mitigate these. Effective risk mitigation may be critical to the Group in achieving its
strategic objectives and protecting its assets, personnel and reputation. The Group assesses its risk on an ongoing basis to
ensure it identifies key business risks and takes measures to mitigate these. Other steps include regular Board review of the
business, monthly management reporting, financial operating procedures and antibribery management systems. The Group
reviews its business risks and management systems on a regular basis
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
32
PROMOTION OF THE COMPANY FOR THE BENEFIT OF THE MEMBERS AS A WHOLE
The Director’s believe they have acted in the way most likely to promote the success of the Company for the benefit of its
members as detailed below.
• Consider the likely consequences of any decision in the long term
• Act fairly between the members of the Company,
• Maintain a reputation for high standards of business conduct,
• Consider the interests of the Company’s employees,
• Foster the Company’s relationships with suppliers, customers, and others, and
• Consider the impact of the Company’s operations on the community and the environment.
Our Board of Directors remain aware of their responsibilities both within and outside of the Group. Within the limitations of
a Group with so few employees we endeavour to follow these principles, and examples of the application of the s172 are
summarised and demonstrated below.
The Group operates as a mining exploration and development business which is speculative in nature and at times may be
dependent upon fund-raising for its continued operation. The nature of the business is well understood by the Company’s
members, employees and suppliers, and the Directors are transparent about the cash position and funding requirements.
The Company is investing time in developing and fostering its relationships with its key suppliers.
As a mining exploration company with future operations based in Scandinavia, the Board intends to take seriously its ethical
responsibilities to the communities and environment in which it works.
The interests of future employees and consultants are a primary consideration for the Board, and we have introduced an
inclusive share-option programme allowing them to share in the future success of the company. Personal development
opportunities are encouraged and supported.
OUTLOOK
During late 2024 the copper price was around US$9,370 per tonne and in early 2025 was US10,000 per tonne and at the time
of writing is around US$9,300 per tonne . Notwithstanding this short-term volatility the forecasts for the price of copper and
its by-product metals remain positive as the outlook for copper supply remains quite pessimistic as most large copper mining
projects have been shelved as a result of political or economic reasons but we anticipate this will lead to both smaller but
profitable mines being developed , and junior mining companies with good copper resources in reliable jurisdictions
becoming potential targets for acquisitions by major mining companies. As a result, the Company is well positioned with all
its projects, to take part in a potential acquisition boom or alternatively to attract financing for its own operations which might
not otherwise have been available.
The major mining companies are seeking new projects for acquisition and all our projects have the fundamentals which may
attract the attention of larger companies as reflected in the fact that First Quantum has as reported in the Corporate review
section above issued an Option Exercise Notice in relation to the 4 Zambian exploration licences the subject of the First
Quantum Option Agreement
The Board feels the Group has assembled an enviable portfolio of projects and we are pleased that Sandfire has taken and
retained a significant equity position in the Company. We look forward to advancing all our projects and providing our
shareholders with the prospects of enhanced value flowing into next year.
AFRICAN PIONEER PLC
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
33
STATEMENT AS TO THE DISCLOSURE OF INFORMATION TO THE AUDITORS
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under the law the directors have
prepared the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the
European Union. Under company law the directors must not approve the financial statements unless they are satisfied that
the financial statements give a true and fair view of the state of affairs and profit or loss of the Company for that period. In
preparing these financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will
continue in business;
• state whether applicable IFRS’s have been followed, subject to any material departures disclosed and explained in the
financial statements.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to
ensure that the financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also
responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The directors confirm that:
• so far as each director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and
• the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any
relevant audit information and establish that the auditors are aware of that information.
Legislation in the Isle of Man governing the preparation and dissemination of financial statements may differ from legislation
in other jurisdictions.
Signed on behalf of the Board:
30 April 2025
Colin Bird
Executive Chairman
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
34
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AFRICAN PIONEER PLC FOR THE YEAR
ENDED 31 DECEMBER 2024
Opinion
We have audited the financial statements of African Pioneer Plc (the ‘Company’) and its subsidiaries (the ‘Group’) for the year ended 31
December 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statement
of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company
Statements of Cash flows, the notes to the financial statements, which include a summary of significant accounting policies. The financial
reporting framework that has been applied in in the preparation of the financial statements is applicable law and UK-adopted international
accounting standards (‘IFRS’).
In our opinion the financial statements:
give a true and fair view of the state of the Group's and of the Company's affairs as at 31 December 2024 and of the Group's loss for
the year then ended; and
have been properly prepared in accordance with IFRS.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section
of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC's Ethical Standard, as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements. We have considered the adequacy of the going concern disclosures made
concerning the Company and the Group’s ability to continue as a going concern. The Company and Group has made a loss of (£674,922)
and (£650,973) respectively, and an operating loss is expected in the year subsequent to the year of these financial statements.
As a result, the Company and Group will need to raise funding to provide additional working capital to finance its ongoing activities. As
stated in note 2, these conditions, along with other matters set forth in note 2, indicate that material uncertainty exists that may cast
significant doubt on the Company and Group’s ability to continue as a going concern. Our opinion is not modified in respect of this
matter.
We have highlighted going concern as a key audit matter. In auditing the financial statements, we have concluded that the Directors’ use
of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’
assessment of the Group and the Parent Company’s ability to continue to adopt the going concern basis of accounting included:
Analysing management’s and the Directors’ cash flow forecast which forms the basis of their assessment that the going concern basis
of preparation remains appropriate for the preparation of the Group and Company financial statements for a period of at least twelve
months from the date of approval of these financial statements;
Testing the integrity of the cash flow model;
Reviewing post year-end financial statements for each entity and comparing actual performance to managements assessments
Sensitising the cash flows for changes in key assumptions and considering impact on headroom; and
Reviewing and considering the adequacy of the disclosure within the financial statements relating to the Directors’ assessment of the
going concern basis of preparation.
Reviewing any additional financial and non-financial subsequent events which may be identified post the year end in relation to
going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this
report.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
35
Our approach to the audit
In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular,
we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates. As in all of our
audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias
by the directors that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the financial statements
as a whole, considering the structure of the Group, the accounting processes and controls, and the industry in which they operate.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement we identified (whether or not due to fraud),
including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
The use of the Going Concern basis of accounting was assessed as a key audit matter and has already been covered in an earlier section
of this report. The other key audit matters identified are described below.
Key audit matter How our work addressed this matter
Carrying value of E&E assets (Group)
The most significant assets of the group as at December 2024 were
intangible assets of £5.4m comprising exploration and evaluation
assets.
In accordance with IAS36 Impairment of Assets, entities are
required to conduct annual impairment tests for goodwill and
certain intangible assets.
Given the subjectivity and number of estimates involved in any
such assessment, we consider the carrying value of E&E assets in
the Group’s balance sheet to be a key audit matter.
Our work included:
Reviewing additions in the year for compliance with IFRS6;
Reviewing the impairment model provided and checking that
the value in use model is appropriate;
Discussing with management the assumptions used and
obtaining support for key assumptions; and
Obtain an understanding as to the status of each project to
ensure the accounting treatment complies with IFRS6.
Investment valuation (Company)
The most significant asset of the group and company are
investments assets at £2.8m.
There is a risk that these balances may be subject to impairment
and therefore materially misstated within the financial statements.
Given the subjectivity and number of estimates involved in any
such assessment, we consider the carrying value of investments in
the Company’s balance sheet be a key audit matter.
Our work included:
Reviewing management’s assessment of impairment, including
challenging the assumptions used;
Consider the consistency of cost of investment with the
underlying carrying value of E&E assets tested at Group level;
and
Reviewing any additional financial and non-financial
subsequent events which may be identified post the year end
indicating an impairment may be present in the valuation of
investments.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
36
Our application of materiality
We apply the concept of materiality both in planning and performing our audit and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including omissions could influence the economic decisions of reasonable users
that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not
necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances
of their occurrence, when evaluating their effect on the financial statements as a whole.
We consider gross assets to be the most significant determinant of the Group’s financial performance used by the users of the financial
statements. We have based materiality on 1.5% of reported gross assets for the group. Overall materiality for the group was therefore set
at £82,000.
Other information
The other information comprises the information included in the annual report other than the financial statements and auditor's report
thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in
this regard.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the Group
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the Group financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group's financial reporting process.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
37
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the Group and the sector in which it operates to identify laws and regulations that could reasonably
be expected to have a direct effect on the financial statements, including equity accounted associate. We obtained our understanding
in this regard through discussions with management and application of our cumulative audit knowledge and experience of the
industry.
We determined the principal laws and regulations relevant to the Group in this regard to be, but were not limited to, those arising
from local licensing laws, Isle of Man Companies Act, and the London Stock Exchange Listing Rules. We focused on laws and
regulations that could give rise to a material misstatement in the financial statements.
We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the
Group with those laws and regulations. Our test included, but were not limited to specific enquiries of management, reviewing Board
minutes and any legal or regulatory compliance correspondence.
We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-
rebuttable presumption of a risk of fraud arising from management override of controls, whether key accounting estimates and
judgements made by management when auditing significant accounting estimates. We address these risks by challenging the
assumptions and judgements made by management when auditing significant accounting estimates, comprising the impairment
assessment of intangible assets.
We addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but
were not limited to: the testing of journals and evaluating the business rationale of any significant transactions that are unusual or
outside the normal course of business, as well as discussions with management.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or
regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of
instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit If the financial statements is located on the Financial Reporting Council's website
at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.
Other matters that we are required to address
We were appointed on 15 December 2023 and this is the second year of our engagement as auditors for the Group.
We confirm that we are independent of the Group and have not provided any prohibited non-audit services, as defined by the Ethical
Standard issued by the Financial Reporting Council as applied to listed entities, and we have fulfilled our ethical responsibilities in
accordance with these requirements.
Our audit report is consistent with our additional report to the Audit Committee explaining the results of our audit.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
38
Use of our report
This report 's made solely to the Company's members, as a body, in accordance with our engagement letter. Our audit work
has been undertaken so that we might state to the Company's members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the
opinions we have formed.
Mark Wilson MA, FCA
Recognised Auditor
for and on behalf of RPG Crouch Chapman LLP
Chartered Accountants and Recognised Auditors
40 Gracechurch Street
London
EC3V 0BT
Date: 30 April 2024
AFRICAN PIONEER PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
39
For the year ended 31 December 2024
Notes | Year ended 31 | Year ended 31 December | ||
| December 2024 | 2023 | |||
| £ | £ | |||
| CONTINUING OPERATIONS | ||||
Income: | ||||
Dividend receivable | ||||
Realised gain on sale of investments | ||||
| Unrealised loss on investments | ||||
| Total Income | ||||
Administrative expenses | ||||
Administrative expenses | 4 | ( | ( ) | |
Total Administrative Expense | ( | ( | ||
OPERATING (LOSS)FOR THE YEAR | ( | ( | ||
Interest expense | ||||
Interest income | ||||
(LOSS) BEFORE TAX | ( | ( | ||
Taxation | 7 | |||
NET (LOSS) FOR THE YEAR | ( | ( | ||
| Other comprehensive income: | ||||
Other comprehensive income | ||||
(Loss)/Profit for the financial year | ||||
Items that may be reclassified to profit | ||||
| or loss: | ||||
Foreign currency reserve movement | ( | |||
Total comprehensive (loss) for the financial year | ( | ( | ||
Attributable to: | ||||
Owners of the Company | ( | ( | ||
Non - controlling interest | | |||
| ( | ( | |||
Basic & Diluted loss per share | 6 | ( | ( |
All results are derived from continuing
operations.
AFRICAN PIONEER PLC
40
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2024
Notes | Year ended 31 | Year ended 31 December | |
| December 2024 | 2023 | ||
£ | £ | ||
| NON-CURRENT ASSETS | |||
| Exploration and evaluation | |||
assets | 10 | ||
Total Non-Current Assets | |||
| CURRENT ASSETS | |||
Trade and other receivables | 11 | ||
Cash and cash equivalents | |||
Total Current Assets | |||
TOTAL ASSETS | |||
| CURRENT LIABILITIES | |||
Trade and other payables | 12 | ( | ( |
Borrowings | 13 | ( | |
Taxation | 7 | ( | ( |
| Total Current Liabilities | ( | ( | |
| NET CURRENT | |||
(LIABILITIES) | ( | ( | |
TOTAL LIABILITIES | ( | ( | |
NET ASSETS | |||
| EQUITY | |||
Share capital | 14 | ||
Warrant reserve | 15 | ||
Foreign exchange reserve | ( | ( | |
Retained earnings | ( | ( | |
Non controlling interest | 9 | ||
TOTAL EQUITY |
The notes on pages 46-67 are an integral part of these financial statements.
AFRICAN PIONEER PLC
41
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
| Share | Retained | Foreign | Warran | Non | Total | ||
| capital | earnings | exchange | t | Controlling | equity | ||
| reserve | reserve | interest | |||||
| £ | £ | £ | £ | £ | £ | ||
As at 1 January 2023 | ( | ||||||
Net proceeds from shares | |||||||
| issued | |||||||
Loss for the year | ( ) | ( ) | ( ) | ||||
Share based payment charge | ( ) | ||||||
As at 31 December 2023 | ( | ( | |||||
As at 1 January 202 4 | ( | ( | |||||
| Net proceeds from shares | |||||||
issued | |||||||
Loss for the year | ( | ( | |||||
Share based payment charge | ( | ||||||
| Non-controlling interests on | |||||||
acquisition of subsidiary | | ||||||
As at 31 December 202 4 | ( | ( ) | |||||
| The notes on pages 46-67 are an integral part of these financial statements. |
AFRICAN PIONEER PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
42
For the year ended 31 December 2024
Notes | Year ended | Year ended | |
| 31 | 31 | ||
| December | December | ||
| 2024 | 2023 | ||
£ | £ | ||
| CASH FLOW FROM OPERATIONS | |||
Profit/(Loss) before taxation | ( ) | ( | |
Adjustments for: | |||
Interest received | |||
Dividends received | |||
(Loss)/ Gain on disposal of investment shares | |||
Loss/(Gain) in fair value of investment at reporting date | 8 | ||
Interest expense | |||
Operating (loss) before movements in working capital | ( ) | ( | |
(Increase in receivables) | ( | ( | |
Increase in payables | |||
| NET CASH OUTFLOW FROM OPERATING ACTIVITIES | ( | ( | |
| TAXATION PAID | |||
| CASH FLOW FROM INVESTING ACTIVITIES | |||
Dividends received | |||
Investments sold | |||
Purchases of Exploration and evaluation assets | ( | ( | |
| NET CASH INFLOW FROM INVESTING ACTIVITIES | ( | ||
| CASH FLOW FROM FINANCING ACTIVITIES | |||
Proceeds from Issue of shares, net of issue costs | |||
Proceeds from Borrowings | |||
| NET CASH INFLOW FROM FINANCING ACTIVITIES | |||
Net (decrease) /increase in cash and cash equivalents in the period | ( | ||
Effect of foreign exchange rate changes | | ( | |
Cash and cash equivalents at the beginning of the period | |||
Cash and cash equivalents at the end of the period |
The notes on pages 46-67 are an integral part of these financial statements.
AFRICAN PIONEER PLC
COMPANY STATEMENT OF FINANCIAL POSITION
43
As at 31 December 2024
Notes 31 December 2024 31 December 2023
£
£
NON-CURRENT
ASSETS
Investment in subsidiaries
10
2,796,500
2,796,500
Total Non-Current Assets
2,796,500
2,796,500
CURRENT ASSETS
Trade and other receivables
11
1,834,973
1,712,138
Cash and
cash equivalents
12,276
371,525
Total Current Assets
1,847,249
2,083,663
TOTAL ASSETS
4,643,749
4,880,163
CURRENT
LIABILITIES
Trade and other payables
12 (1,014,824)
(648,256)
Borrowings 13
(
50,000
)
-
Total Current Liabilities
(1,064,825)
(648,256)
NET CURRENT ASSETS
/ (LIABILITIES)
782,424
1,435,407
TOTAL LIABILITIES (1,064,824)
(648,256)
NET ASSETS 3,578,925
4,231,907
EQUITY
Share capital
14
6,242,598
6,216,282
Warrant reserve
15 63,547
67,923
Retained earnings
(2,727,220)
(2,052,298)
TOTAL EQUITY
3,578,925
4,231,907
The notes on pages 46-67 are an integral part of these financial statements.
The financial statements of African Pioneer Plc (registered number 008591V) were approved by the board on 30 April
2025 and signed on its behalf by:
C Bird R Samtani
Executive Chairman Director
AFRICAN PIONEER PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
44
For the year ended 31 December 2024
Share capital
Retained
earnings
Warrant
reserve
Total
equity
£
£
£
£
As at 1 January 2023 5,475,204
(1,367,172)
23,901
4,131,933
Net proceeds from shares issued
785
,
1
00
-
-
785,100
Share based payment charge
(
44,022
)
-
44,022
-
Loss for the year
-
(6
8
5,
126
)
(6
8
5,
126
)
As at 31 December 2023 6,216,282
(2,052,298)
67,923
4,231,907
As at 1 January 2024 6,216,282
(2,052,298)
67,923
4,231,907
Net proceeds from shares issued
21,940
-
-
21,940
Share based payment charge
4,376
-
(4,
376)
-
Loss for the year -
(674,922)
(674,922)
As at 31 December 2024 6,242,598
(2,727,220)
63,547
3,578,925
The notes on pages 46- 67 are an integral part of these financial statements.
AFRICAN PIONEER PLC
COMPANY STATEMENT OF CASH FLOWS
45
For the year ended 31 December 2024
Notes Year ended
31
December
2024
Year ended
31
December
2023
£
£
CASH FLOW FROM OPERATIONS
Profit/(Loss) before taxation
(
67
4
,
923
)
(685,126)
Adjustments for:
Dividends received
-
-
(Loss)/
Gain on disposal of investment shares
-
34,799
Loss/(Gain) in fair value of investment at reporting date
8
-
-
Interest expense
-
-
Operating (loss) before movements in working capital
(
6
7
4
,
9
2
3
)
(650,327)
(Increase) in receivables
(8,557)
(1,004)
Increase in
payables
394,680
39,069
Increase / (decrease) in loans to subsidiaries
(142,389)
(233,928)
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
(431,189))
(846,190))
TAXATION PAID
CASH FLOW FROM INVESTING ACTIVITIES
Interest received
-
-
Dividends received
-
-
Investments purchased
8
-
-
Investments sold
-
360,951
Acquisition of subsidiaries
-
-
-
-
NET CASH INFLOW FROM INVESTING ACTIVITIES
-
360,951
CASH FLOW
FROM FINANCING ACTIVITIES
Proceeds from Issue of shares, net of issue costs
21,940
785,100
Proceeds from
borrowings
50,000
-
NET CASH INFLOW FROM FINANCING ACTIVITIES
71,940
785,100
Net increase/(decrease) in cash and cash equivalents in the period
(359,249)
299,861
Cash and cash equivalents at the beginning of the period
371,525
71,664
Cash and cash equivalents at the end of the period
12,276
371,525
The notes on pages 46-67 are an integral part of these financial statements.
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
46
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
47
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
48
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
49
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
50
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
51
As at 31 December 20 2 4 | Not rated /not | Total |
| readily available | ||
Cash and cash equivalents | 1 2,6 90 | 2 ,6 90 |
| Total assets subject to credit risk | 2,690 | 12,690 |
As at 31 December 2023 | Not rated /not | Total |
| readily available | ||
Cash and cash equivalents | 372 , 156 | 3 7 2 , 15 6 |
| Total assets subject to credit risk | 372,156 | 372,156 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
52
31 December 202 4 | 31 December 202 3 | |
Directors’ fees | (172,400) | (172,40 3 ) |
Audit fees | (60,500) | (49, 98 0) |
Stock exchange related costs | (39,731) | (5 9 , 3 0 9 ) |
Legal, professional and consultancy fees | (82,703) | (88,228) |
Consultancy fees | ( 1 28 , 8 40 ) | (131,400) |
Management services | (10,800) | (11,050) |
Insurance | (16,417) | (16,693) |
Other administration expenses | (56,784) | (92,371) |
Travel | (625) | (2,309) |
Investor relations | ( 34,620 ) | (70,875) |
Foreign currency (losses)/gains | (47,553) | (29,394) |
Total Expense | (650,973) | (724,012) |
| 31 December 2024 | 31 December 202 3 | |
| £ | £ | |
Auditor’s remuneration | ||
Audit of the financial statements of the Company | 60,500 | 49, 98 0 |
| 31 December | 31 December | |
| 2024 | 20 2 3 | |
| £ | £ | |
Colin Bird | 60,000 | 60,000 |
Raju Samtani | 50,000 | 50,00 3 |
Christian Cordier | 30,000 | 30,000 |
Kjeld Thygesen | 18,000 | 18,000 |
James Cunningham - Davis | 14,400 | 14,400 |
Total | 1 72 ,40 0 | 172,40 3 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
53
202 4 | 202 3 | |
Number | Number | |
Directors | 5 | 5 |
Employees * | - | - |
Consultants who are directors of subsidiary companies | 2 | 2 |
The average monthly number of employees | 7 | 7 |
31 December 2024 | 31 December 2023 | |
| Loss after tax for the purposes of earnings per share | £( 6 50 , 97 3 ) | £(689,213) |
attributable to equity shareholders | ||
Weighted average number of shares | 228,308,506 | 211,218,347 |
Weighted average number of shares and warrants | 282,346,695 | 265,536,801 |
Basic & Diluted loss per ordinary share | (0.29) p | (0.3 3 ) p |
| Group & Company | Group & Company | |
31 December 20 2 4 | 31 December 202 3 | |
£ | £ | |
Investments at fair value at 1 January | - | 395,750 |
Additions | - | - |
Disposals | - | (395,750) |
Movements in fair value | - | - |
Investments at fair value at 31 December | - | - |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
54
£ | ||
Consideration | ||
Equity consideration | ||
- | Ordinary shares (issued) | 687,500 |
Cash consideration | 149,149 | |
| 836,649 | ||
Fair value of assets and liabilities acquired | ||
- | Assets | - |
- | Liabilities | (262) |
| (262) | ||
Deemed fair value of exploration assets acquired | 836,911 | |
Additional 15% acquired | 331,240 | |
Total 85% acquisition value | 1,168,151 | |
Attributable to non - controlling interest | 206,098 | |
Gross fair value of exploration assets acquired | 1,374,249 | |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
55
| £ | ||
Ordinary shares (issued) | 1,925,000 | |
Fair value of assets and liabilities acquired | ||
- | Assets | 743 |
- | Loan for exploration licenses | (41,205) |
- Deemed fair value of | (40,462) | |
- | exploration assets acquired | 1,965,462 |
| Attributable to non-controlling interest | 481,250 | |
| Gross fair value of exploration assets acquired | 2,446,712 |
£ | ||
Consideration | ||
Equity consideration | ||
- Fair value of assets and liabilities acquired | Ordinary shares (issued) | 350,000 |
- | Assets | - |
- | Liabilities | - |
| - | ||
Deemed fair value of exploration assets acquired | 350,000 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
56
Group | Company | Group | Company | ||
| Exploration and | Investment | Exploration and | Investment in | ||
evaluation assets | in subsidiary | evaluation assets | subsidiary | ||
| 31 December | 31 December | 31 December 2023 | 31 December | ||
202 4 | 202 4 | 202 3 | |||
£ | £ | £ | £ | ||
Balance at beginning of period | 5, 2 21 , 534 | 2,796,500 | 5, 112,856 | 2,796,500 | |
Acquisitions during the period | |||||
- | Namibia Projects (note 9) | ||||
| - Zambia Projects (note 9) | |||||
| - Botswana Projects (note 9) | |||||
| Exploration expenditure | 202,986 | - | 108,678 | - | |
| Carried forward | - | ||||
| at end of year | 5,424,520 | 2,796,500 | 5,221,534 | 2,796,500 | |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
57
| Principal Subsidiaries | ||||
| Proportion of equity | ||||
| Country of incorporation | Nature of | shares held by | ||
| Name & registered office address | and residence | business | Company | |
| Resource Capital Partners Pty Ltd | Botswana | Base Metals | 100% | |
| Plot 102, Unit 13 | Exploration | |||
Gaborone International Commerce Park, Gaborone, Botswana | ||||
| African Pioneer Zambia Ltd | Zambia | Base Metals | 80% | |
| Plot No397/0/1 Chipwenupwenu Road | Exploration | |||
| Makeni, Lusaka | ||||
PO Box 34033, African Pioneer Chongwe Ltd | Zambia | Zambia | Base Metals | 80% |
| Plot No397/0/1Chipwenupwenu Road | Exploration | |||
| Makeni, Lusaka | ||||
PO Box 34033, Zamcu Exploration Pty Ltd | Zambia | Australia | Holding | 100% |
| 5 Eze Terrace, Hillarys | Company | |||
| WA, 6025 | ||||
AUSTRALIA | ||||
| Ongombo Mine (Pty) Ltd | Namibia | Base Metals | 85% via Zamcu | |
36 Simeon Kambo Shixungileni Street, Windhoek, Namibia | Exploration | |||
| Manmar investments One Three Six (Pty) | Namibia | Base Metals | 85% via Zamcu | |
| Ltd | Exploration | |||
36 Simeon Kambo Shixungileni Street, Windhoek, Namibia |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
58
Group | Company | Group | Company | |
31 December | 31 December | 31 December | 31 December | |
| 2024 | 2024 | 2023 | 2023 | |
£ | £ | £ | £ | |
| Loans to subsidiaries * | - | 1,815,132 | - | 1,700,854 |
Prepayments | 19,841 | 19,841 | 11,284 | 11,284 |
Other debtors | 743 | - | 743 | - |
| Total | 20,584 | 1,834,973 | 12,027 | 1,712,138 |
Group | Company | Group | Company | |
| 31 December | 31 December | 31 December | 31 December | |
| 2024 | 2024 | 2023 | 2023 | |
Restated | ||||
£ | £ | £ | £ | |
Creditors | 362,459 | 362,459 | 106,912 | 106,912 |
Accrued expenses | 260,067 | 260,067 | 120,934 | 120,934 |
Loans from subsidiaries | - | 392,298 | 420,410 | |
Other creditors | 245 | - | 262 | - |
Loan from directors | 41,205 | - | 41,205 | - |
Total | 663,976 | 1,014,82 4 | 269,313 | 648,256 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
59
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
60
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
61
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
62
Number | £ | |||
Authorised: | ||||
1,000,000,000 ordinary shares of no par value | 1,000,000,000 | n/a | ||
2024 | 2023 | |||
| Issued equity share capital | Number | £ | Number | £ |
Issued and fully paid Ordinary Shares | 228,991,101 | 6,242,598 | 228,041,178 | 6,216,282 |
| Number of | Share | |
| Group and Company | shares | capital |
| £ | ||
As at 1 January 202 4 | 228,041,178 | 6,216,282 |
Shares issued during the period | 949,923 | 21,940 |
Share issue costs * | - | - |
Share based payment credit/( charge ) | - | 4,376 |
As at 3 1 December 202 4 | 228, 991 ,1 01 | 6,2 42 , 59 8 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
63
To | Number | Date | Exercise | Expiry | Vesting conditions |
| granted | price | ||||
Novum Securities Ltd | 2,500,000 | 01/06/2021 | 3.5p | 1 June 24 | now expired |
Quantum Capital and Consulting Ltd | 1,420,947 | 01/06/2021 | 3.5p | 1 June 24 | now expired |
Cavendish Trust | 230,000 | 01/06/2021 | 3.5p | 1 June 23 | now expired |
| 4,150,947 |
Share price at the date of amendment | 3.5p |
Strike price | 3.5p |
Volatility | 50% |
Expected life | 2/3 years |
Risk free rate | 0.17% |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
64
Total number of options: | A total of 16,850,000 | Options have been awarded. | |||||||||||
Exercise prices & award | All the Options have an exercise price of 4.5 pence per Ordinary Share and vested on issue. | ||||||||||||
date: | |||||||||||||
Purpose of options: | To incentivise and retain directors, officers, consultants and employees critical to enhancing | ||||||||||||
| the future market value of the Company and have been issued at a significant premium to the | |||||||||||||
| 30 day volume weighted average share price (“VWAP”) when the Options were approved. | |||||||||||||
30 day VWAP when | The 30 day VWAP to 23 January 2023, being the latest practicable date prior to the approval | ||||||||||||
Options approved: | of the Options by the Company’s Remuneration Committee and Board, was 2.945 pence per | ||||||||||||
| share. | |||||||||||||
Prevailing share price: | The | Company’s | mid-market | closing | share | price | on | 23 | January | 2023, | being the | latest | |
| practicable date prior to the announcement of the Options, was 3.3 pence. | |||||||||||||
Exercise prices versus | Premium to: | ||||||||||||
abovementioned VWAP | 30 day | Prevailing | |||||||||||
and prevailing share price: | VWAP | closing | |||||||||||
| share price | |||||||||||||
Exercise price of 4.5 pence | 36% | 53% | |||||||||||
Life of Options: | The options expire on 23 January 2033 being the date one day prior to the tenth anniversary | ||||||||||||
| of the award of the Options. | |||||||||||||
Exercise period: | The Options can be exercised any time after vesting and prior to their scheduled expiry and | ||||||||||||
| must be exercised within 6 months of an option holder leaving the Company or within 12 | |||||||||||||
| months of the death of an option holder. | |||||||||||||
Options awarded to the Directors | Directors | No. of Options | |||||||||||
Executive Directors: | |||||||||||||
Colin Bird Executive Chairman | 5,000,000 | ||||||||||||
Christian Cordier Commercial Director | 500,000 | ||||||||||||
Raju Samtani Finance Director | 600,000 | ||||||||||||
Non Executive Directors: | |||||||||||||
Kjeld Thygesen Independent | 500,000 | ||||||||||||
James Cunningham - Davis | Nil | ||||||||||||
| Total Directors | 6,600,000 | ||||||||||||
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
65
Share price at the date of amendment | 3.3p |
Strike price | 4.5p |
Volatility | 50% |
Expected life | 10 years |
Risk free interest rate | 4% |
2024 | 2023 | |
£ | £ | |
Zamcu Exploration Pty Ltd | 1, 701 , 4 99 | 1, 592 , 3 9 9 |
Resource Capital Partners Pty Ltd | ( 392 , 299 ) | ( 42 0, 41 0) |
African Pioneer Zambia Ltd | 1 10 , 222 | 1 05 , 073 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
66
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
67