Wrap Text
Distribution on Integrated Annual Report, Audited consolidated and separate AFS, Change Statement and Notice of AGM
Copper 360 Limited
(Incorporated in the Republic of South Africa) Registration
number 2021/609755/06
JSE share code: CPR ISIN:
ZAE000318531
("Copper 360" or the "Company")
DISTRIBUTION OF INTEGRATED ANNUAL REPORT, CHANGE STATEMENT AND NOTICE OF ANNUAL
GENERAL MEETING ("AGM")
Distribution of Integrated annual report
Shareholders are advised that Copper 360's integrated annual report for the year ended 28 February 2025 has been
distributed to shareholders today.
The following reports will also be available on the Company's website, at www.copper360.co.za as from today, Monday,
15 September 2025
1. the Notice of Annual General Meeting
2. the Company's integrated annual report; and
3. the audited consolidated and separate annual financial statements of the Company for the year ended 28
February 2025.
Shareholders are advised that a copy of Copper 360's full audited consolidated annual financial statements for the year
ended 28 February 2025 is available on the JSE's website at:
https://senspdf.jse.co.za/documents/2025/jse/isse/CPRE/AFSFY2025.pdf
Change statement
Copper 360 published condensed consolidated group and separate financial statements for the financial year ended
28 February 2025 on SENS on 30 June 2025. The audited consolidated and separate annual financial statements contain
the following changes to the condensed results previously published. Other changes, affecting the values of the prior
financial year, are disclosed in note 33 – Prior period errors and note 34 – Comparative figures of the Consolidated
and Separate Financial Statements for the year ended 28 February 2025.
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 28 February 2025
AUDITED CONDENSED AUDITED CONDENSED
RESULTS RESULTS DIFFERENCE RESULTS RESULTS DIFFERENCE
GROUP GROUP GROUP COMPANY COMPANY COMPANY
Figures in Rand thousand Note 2025 2025 2025 2025 2025 2025
Revenue 143 748 143 748 - - - -
Cost of sales 7 (302 080) (282 342) (19 738) (11 106) (3 060) (8 046)
Gross loss (158 332) (138 594) (19 738) (11 106) (3 060) (8 046)
Other income 1 388 1 388 - 441 441 -
Other operating losses (2 852) (2 852) - (2 373) (2 373) -
Operating expenses 7,8,9 (210 501) (117 086) (93 415) (1 216 791) (44 755) (1 172 036)
Operating loss (370 297) (257 144) (113 153) (1 229 829) (49 747) (1 180 082)
Investment income 9 616 9 615 1 6 502 6 502 -
Finance costs 10 (79 230) (76 767) (2 463) (66 427) (66 428) 1
Other non-operating gains 11 2 823 7 500 (4 677) 2 839 7 500 (4 661)
Loss before taxation (437 088) (316 796) (120 292) (1 286 915) (102 173) (1 184 742)
Taxation 12 115 876 93 705 22 171 283 090 34 230 248 860
Loss for the year (321 212) (223 091) (98 121) (1 003 825) (67 943) (935 882)
Other comprehensive income - - - - - -
Total comprehensive loss for the year (321 212) (223 091) (98 121) (1 003 825) (67 943) (935 882)
Loss attributable to:
Owners of the parent (318 769) (220 742) (98 027) (1 003 825) (67 943) (935 882)
Non-controlling interest (2 443) (2 349) (94) - - -
(321 212) (223 091) (98 121) (1 003 825) (67 943) (935 882)
Total comprehensive loss attributable to:
Owners of the parent (318 769) (220 742) (98 027) (1 003 825) (67 943) (935 882)
Non-controlling interest (2 443) (2 349) (94) - - -
(321 212) (223 091) (98 121) (1 003 825) (67 943) (935 882)
Earnings per share
Per share information
Basic and diluted loss per share (c) (45.65) (31.95) (13.70) (143.74) (9.73) (134.01)
Headline loss per share (c) (33.82) (31.95) (1.87) (11.26) (9.73) (1.53)
Consolidated Statement of Financial Position for the year ended 28 February 2025
AUDITED CONDENSED AUDITED CONDENSED
RESULTS RESULTS DIFFERENCE RESULTS RESULTS DIFFERENCE
GROUP GROUP GROUP COMPANY COMPANY COMPANY
Figures in Rand thousand Notes 2025 2025 2025 2025 2025 2025
Assets
Non-Current Assets
Property, plant and equipment 8 395 550 486 731 (91 181) 94 367 94 367 -
Right-of-use assets 8 4 978 26 948 (21 970) 4 122 4 122 -
Goodwill 432 900 432 900 - - - -
Exploration and evaluation assets 9 798 9 798 - - - -
Investments in subsidiaries 9 - - - 710 452 1 890 534 (1 180 082)
Loans to group companies 2 - - - 693 108 - 693 108
Other loans and receivables 27 607 27 607 - 1 452 1 452 -
Deferred tax assets 12 195 835 202 333 (6 498) 295 455 46 218 249 237
Investments 1 - 206 000 (206 000) - 206 000 (206 000)
1 066 668 1 392 317 (325 649) 1 798 956 2 242 693 (443 737)
Current Assets
Inventories 24 084 24 083 1 - - -
Loans to group companies 2 - - - - 709 789 (709 789)
Other loans and receivables 792 792 - - - -
Trade and other receivables 3 25 363 22 890 2 473 443 444 (1)
Prepaid acquisition cost 1 206 000 - 206 000 206 000 - 206 000
Prepayments 3 - 2 476 (2 476) - - -
Cash and cash equivalents 4 - 545 (545) 494 494 -
256 239 50 786 205 453 206 937 710 727 (503 790)
Total Assets 1 322 907 1 443 103 (120 196) 2 005 893 2 953 420 (947 527)
Equity and Liabilities
Equity
Share capital 5 744 362 727 681 16 681 2 302 477 2 302 477 -
Accumulated loss (405 493) (307 466) (98 027) (1 029 209) (93 327) (935 882)
338 869 420 215 (81 346) 1 273 268 2 209 150 (935 882)
Non-controlling interest (1 356) (1 262) (94) - - -
337 513 418 953 (81 440) 1 273 268 2 209 150 (935 882)
Liabilities
Non-Current Liabilities
Borrowings 6 196 280 210 178 (13 898) 166 187 180 085 (13 898)
Lease liabilities 28 201 28 201 - 3 148 3 148 -
Deferred tax liabilities 12 12 131 40 801 (28 670) 1 489 1 113 376
Provisions 3 238 3 238 - - - -
Instalment sale agreements 42 196 42 196 - 40 068 40 068 -
282 046 324 614 (42 568) 210 892 224 414 (13 522)
Current Liabilities
Trade and other payables 133 586 133 569 17 15 355 15 355 -
Borrowings 6 537 691 533 351 4 340 481 904 480 027 1 877
Lease liabilities 2 546 2 546 - 1 504 1 504 -
Provisions 4 524 4 524 - - - -
Instalment sale agreements 23 547 23 547 - 22 970 22 970 -
Bank overdraft 4 1 454 1 999 (545) - - -
703 348 699 536 3 812 521 733 519 856 1 877
Total Liabilities 985 394 1 024 150 (38 756) 732 625 744 270 (11 645)
Total Equity and Liabilities 1 322 907 1 443 103 (120 196) 2 005 893 2 953 420 (947 527)
Notes
1. Investments / Prepaid acquisition cost
The Group does not yet have control over Nama Copper Resources (Pty) Ltd, as certain conditions precedent
remain outstanding. Amounts paid have been re-stated as current assets: Prepaid Acquisition Cost.
2. Loans to group companies
The Company does not intend to call on the demand loans due from group companies within the next twelve
months. Therefore, 'Loans to Group Companies' are classified as 'non-current'.
Loans to group companies reduced by R16 681' due to a restatement of scrip loans.
3. Trade and other receivables
Prepayments were re-allocated to trade and other receivables.
4. Cash and cash equivalents
The debit balance of 'Cash and cash equivalents' was allocated against the overdraft in current liabilities.
5. Share Capital
Share capital increased due to restatement of placement of borrowed shares - previously eliminated on
consolidation as it was held by a subsidiary.
6. Borrowings
Scrip loans were re-stated to reflect the market value of borrowed shares to be replaced – R4 661'.
Re-allocations made between 'current' and 'non-current' portions.
Additional finance costs accrued – R2 463' (note 10).
7. Cost of Sales; Other Operating Expenses
Reallocation of production costs, previously allocated to Operating Expenses R19 738' (Group); R8 046'
(Company).
8. Other Operating Expenses; Property, Plant and Equipment; Right-of-Use Assets
Impairment of SX-EW plant: R113 151' (Group), consisting of R91 181' Property, Plant and Equipment and R21
970' consisting of Right-of-Use Assets. The SX-EW plant is standing idle after the cathode operations were
suspended and the plant put into care-and-maintenance in the second half of the financial year. A second phase
upgrade is planned for the SX-EW plant, which is expected to increase production output significantly. The
second phase upgrade requires further expansion capital before it can achieve sustainable profitability. The
expansion capital expenditure will be incurred only once the concentrate operations are operating at a
sustainable level.
9. Operating Expenses; Investments in Subsidiaries
Impairment of 'Investment in subsidiary' - Shirley Hayes IPK (Pty) Ltd: R1 180 082' (Company). The original
investment in 2023, which led to the reverse takeover of Copper 360 Ltd by SHIP, was based on a valuation
R1.88 billion which included both measured resources as well as mineralisation. In performing the impairment
assessment of the investment in terms of IAS 36 – Impairment of Assets, only measured resources were allowed
to be included in the assessment, which led to an impairment of R1.18 billion due to the exclusion of
mineralisation.
10. Finance Costs
Accrual of additional finance cost per contractual agreement.
11. Other non-operating gains
Fair value adjustments, related to scrip loans: R4 661' (Group and Company).
12. Deferred tax Assets, Deferred Tax Liabilities and Taxation
Updated with the changes per above notes.
Notice of AGM
The AGM of Copper 360's shareholders for the year ended 28 February 2025 will be held on Wednesday, 15 October
2025 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 AGM incorporated in the integrated annual report.
To this end, the Company has retained the services of The Meeting Specialist Proprietary Limited ("TMS") to remotely
host the AGM on an interactive electronic platform, in order to facilitate remote participation and voting by shareholders.
Our transfer secretaries, JSE Investor Services Proprietary Limited, will act as scrutineer.
Shareholders who wish to participate in and/or vote at the AGM, which will be held entirely electronically, are required
to contact TMS on proxy@tmsmeetings.co.za or alternatively contact them on 081 711 4255
/ 084 433 4836/ 0614401654 as soon as possible, but in any event no later than 11:00 on Monday, 13 October 2025.
It is important to note that all voting will take place via the electronic platform.
Shareholders are strongly encouraged to submit votes by proxy before the meeting. If shareholders wish to participate
in the AGM, they should instruct their Central Securities Depository Participant (CSDP) or Broker to issue them with
the necessary letter of representation to participate in the AGM, in the manner stipulated in your custody agreement.
These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or
broker, to accommodate such requests.
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 notice - 05 September 2025
of AGM
Publication of integrated annual report on website including notice of AGM - 15 September 2025
Last day to trade in order to be eligible to attend and vote at the AGM - 30 September 2025
Record date to determine which shareholders are entitled to attend and - 03 October 2025
vote at the AGM
For administrative purposes, forms of proxy for the AGM to be lodged by - 13 October 2025
11:00 on
AGM of shareholders at 11:00 on - 15 October 2025
AGM results published on SENS - 15 October 2025
The information in this announcement was extracted from the audited consolidated and separate annual financial statements
for the year ended 28 February 2025, as published on the Company website (https://copper360.co.za/annual-reports-
financials/) and on the JSE's cloudlink: (https://senspdf.jse.co.za/documents/2025/jse/isse/CPRE/AFSFY2025.pdf).
Any investment decisions should be based on the full interim results as the information in this announcement does not
provide full details.
The information on which this announcement is based is the responsibility of the directors of the Company and has not
been reviewed or reported on by the Group's independent external auditor.
FORWARD-LOOKING STATEMENTS
Any forward-looking statements contained in this announcement have not been reviewed or reported on by the
Company's external auditors.
Stellenbosch
15 September 2025
Designated Advisor: Bridge Capital Advisors Proprietary Limited
Date: 15-09-2025 05:05:00
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