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Consolidated annual financial statements, change statement and notice of annual general meeting
Copper 360 Limited
(Formerly Big Tree Copper Limited)
(Incorporated in the Republic of South Africa)
Registration number 2021/609755/06
JSE share code: CPR
ISIN: ZAE000318531
(“Copper 360” or the “company”)
CONSOLIDATED ANNUAL FINANCIAL STATEMENTS, CHANGE STATEMENT AND NOTICE OF
ANNUAL GENERAL MEETING
Copper 360 published reviewed provisional financial statements for the financial year ended 28 February
2023 on SENS on 31 May 2023. Shareholders are advised that the consolidated annual financial
statements (“audited financial statements”) of Copper 360 for the year ended 28 February 2023, audited
by Moore Pretoria, have been finalised.
The audited financial statements and Moore Pretoria’s unqualified report thereon are available on the
company’s website at www.copper360.co.za/reports. In addition, copies of the consolidated annual
financial statements are available at the company’s registered office or on request from the company
secretary.
CEO Review
No material changes occurred to the loss from operating activities in the audited financial statements
compared to the provisional statements released on 31 May 2023. The loss after tax for the year reduced
by R6.1 million to R55 million in the audited financial statements compared to R61.1 million in the
provisional results. This was principally the result of revaluation of non-interest-bearing debt in terms of
IFRS 9 – Financial Instruments. The accounting treatment of shares issued into escrow as a first tranche
payment to certain vendors of SHIP changed, based on independent opinion on the application of IFRS 3
– Business Combinations. This resulted in a materially lower weighted average number of shares in issue
for accounting purposes with a consequential change in earnings per share and headline earnings per
share.
The changes between the provisional financial statements and the audited financial statements are
detailed below.
The operational review of the results is unchanged as released on 31 May 2023. The following operational
guidance is provided for the current financial period:
• Copper cathode production is forecast to be 2 000 tonnes to the end of February 2025 and in line with
the strategic plan. The construction of the copper concentrate plant is on schedule with first copper
expected to be processed by the end of November 2023. The copper concentrate plant is forecast to
produce 7 980 tonnes of copper to the end of February 2025.
• Drilling is ongoing and has identified several high-grade surface targets that can be mined from surface
with current mine planning ongoing to bring this additional copper ore to account in addition to the
Rietberg ore. The company is finalising a major resource upgrade for the Rietberg mine and the results
will be released shortly.
• The company is also in the process of finalising an integrated alternative energy plan that will see
operations becoming independent of ESKOM power over the next 36 months. Results of this study will
be released before the end of the year.
Changes to provisional results
The consolidated annual financial statements contain the following changes to the provisional results
published on 31 May 2023.
Summarised statement of profit/(loss) and Provisional Audited Difference
other comprehensive income results results
(R’000) (R’000) Note
Revenue 33 348 33 348 -
Gross (loss)/profit (43 761) (44 258) (497) 1
(Loss) from operating activities (78 494) (80 404) (1 910) 1
Net finance income/(costs) (4 614) 2 690 7 304 2
Loss before tax (83 109) (77 714) 5 395
Income tax credit 21 963 22 667 704 3
Loss for the year (61 146) (55 047) 6 099
Earnings per share (38.9) (53.1) (14.2) 4
Headline earnings per share (37.6) (53.1) (15.5)
Summarised Statement of Financial Position Provisional Audited
results results Difference
(R’000) (R’000) (R’000) Note
Non-current assets
Plant and equipment 96 393 96 393 -
Other loans and receivables 23 847 25 159 1 312
Deferred tax assets 33 330 34 056 726
Deferred tax liabilities (13 695) - 13 695 5
Prepayments on assets under construction 6 929 - (6 929) 6
Right of use assets 24 624 24 620 (4)
Current assets
Prepayment on acquisition of subsidiary 916 173 - (916 173) 7
Prepayments on assets under construction - 6 929 6 929 6
Other current assets 16 775 15 313 (1 462)
Total assets 1 104 376 202 470 (901 906)
Equity
Issued share capital 1 066 028 1 046 914 (19 113) 8
Treasury shares - (916 174) (916 774) 7
Accumulated loss (55 452) (49 350) 6 102 1-4
Non-controlling interest in subsidiary - 19 113 19 113 8
Total equity 1 010 576 100 505 910 071
Non-current liabilities
Deferred tax liability - 13 716 13 716 5
Other loans and payables 24 171 17 434 (6 737) 2
Lease liabilities 23 984 25 198 (1 214)
Total non-current liabilities 48 155 56 348 8 193
Current liabilities 45 645 45 617 (28)
Total liabilities 93 800 101 965 8 165
Total equity and liabilities 1 104 376 202 470 (901 906)
Notes on material differences
1. Loss from operating activities
The loss was increased principally as a result of inventory adjustments to cost of sales and recognition
in the financial year of listing expenses previously disclosed as prepaid expenses related to the listing
of Copper 360 on AltX on 21 April 2023.
2. Net finance income
The difference arises from the revaluation of non-current loans that have been restructured into non-
interest-bearing loans to comply with IFRS 9 – Financial Instruments. This resulted in a reduction of
R7.5 million in the carrying amount of the loans from R19.921 million previously stated to R12.421
million, which is accounted for through the statement of profit and loss in terms of IFRS 9 – Financial
Instruments.
3. Income tax credit
The difference is a result of an increased deferred tax credit on the additional operating loss and
adjustment to the deferred tax liability to take account of the change in the tax rate from 28% to 27%.
4. Earnings per share and headline earnings per share
Provisional Audited
results results
(R’000) (R’000)
Loss for the year (61 146) (55 047)
Headline loss for the year (59 102) (55 047)
Weighted average shares in issue (‘000) 157 188 103 683
Loss per share (38.9) (53.1)
Headline loss per share (37.6) (53.1)
Change in weighted average number of shares in issue
Weighted average shares in issue per provisional results 157 187 660
Reduction in weighted average shares in issue due to change in (53 504 660)
accounting treatment of shares issued in escrow (Refer note 7)
Weighted average shares in issue per audited results 103 683 000
5. Deferred tax liabilities
The previously stated deferred tax asset constituted the net deferred tax asset balance inclusive of a
deferred tax liability of R13.7 million. The deferred tax liability has been disclosed separately in the
audited financial statements as a liability at 28 February 2023.
6. Prepayments on assets under construction
This item has been reclassified as a current asset in the audited financial statements at 28 February
2023.
7. Prepayment on acquisition of subsidiary and Treasury shares – adjustment in terms of IFRS 3
– Business Combinations
In terms of the agreement relating to the acquisition of 76% of SHIP from SA Hayes and Orontro
Investments (Pty) Ltd (“SHIP 1 Vendors”), 236 200 000 Copper 360 shares were issued into an escrow
account for the benefit of the SHIP 1 Vendors on 7 December 2022. The terms of the issue into escrow
conferred voting and economic participation rights on the SHIP 1 Vendors from the date of issue,
subject to a resolutive condition, being the listing of SHIP on the JSE. Should the listing not proceed,
the escrow shares would be cancelled and the status quo ante would be restored.
The previous accounting treatment was to carry these shares as a prepayment on acquisition of a
subsidiary at R916.174 million. In terms of an independent opinion obtained on the application of IFRS
3, notwithstanding the fact that the escrow shares were validly issued, the terms of the escrow share
issue do not entitle the SHIP 1 Vendors to an unconditional right to receive the economic benefits
attaching to the shares until such time as the listing proceeds. Consequently, the issue of the escrow
shares to the SHIP 1 Vendors does not meet the definition of control according to IFRS 10 and,
accordingly, the escrow shares are accounted for as Treasury shares in the audited financial
statements at 28 February 2023. The listing of Copper 360 occurred on 21 April 2023 and the Copper
360 shares held in escrow were released to the SHIP 1 Vendors with effect from that date.
8. Preference shares in Cape Copper Oxide
The preference shares in issue in the capital of Cape Copper Oxide were previously included in
consolidated equity of the holding company. In terms of IFRS 3 – Business Combinations it is now
separately disclosed as non-controlling interest in a subsidiary in the audited financial statements at
28 February 2023.
The annual general meeting (“AGM”) of Copper 360’s shareholders for the year ended 28 February 2023
will be held on Monday, 4 September 2023 at 11:00 entirely through electronic communication as permitted
by the company’s Memorandum of Incorporation and the Companies Act, 71 of 2008 to consider and, if
deemed fit, to pass with or without modification all of the ordinary and special resolutions set out in the
notice of Annual General Meeting that will be incorporated in the integrated annual report which will be
distributed to shareholders on Monday, 7 August 2023.
Salient dates
The salient dates and times applicable to the AGM are set out below :
Record date to determine which shareholders are entitled to receive Friday, 28 July 2023
notice of AGM
Publication of integrated annual report on website including notice of Monday, 7 August 2023
AGM
Last day to trade in order to be eligible to attend and vote at the AGM Tuesday, 22 August 2023
Record date to determine which shareholders are entitled to attend Friday, 25 August 2023
and vote at the AGM
For administrative purposes, forms of proxy for the AGM to be lodged Thursday, 31 August 2023
by 11:00 on
AGM of shareholders at 11:00 on Monday, 4 September 2023
AGM results published on SENS Monday, 4 September 2023
Stellenbosch
3 August 2023
Sponsor: Bridge Capital Advisors Proprietary Limited
Date: 03-08-2023 02:15:00
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