Clean Invest Africa Plc - Audited Results to 31 December 2020

Clean Invest Africa Plc - Audited Results to 31 December 2020

PR Newswire

London, December 3

3 December 2021

CLEAN INVEST AFRICA PLC

("Clean Invest Africa", the "Group" or the "Company")

AUDITED RESULTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020

Review of business and future developments

The financial results of the Group for the year ended 31 December 2020 show a loss after taxation of £1,168,834 (2019: £9,133,485). The 2019 results are principally attributable to non-cash expenditure for the grant of share options and warrants of £3,222,182 and the reverse acquisition share-based payment of £4,544,161.

Since re-admission to AQSE Growth Market and further to the SPA, the Company currently owns 100% of CoalTech and 75% of CASA. The final tranche of the Consideration Shares of 13,291,745 Ordinary Shares in respect of CASA are ready to be issued to the remaining South African Resident Sellers once the necessary approvals from the South African Reserve Bank ("SARB") have been granted.

On 16 September 2021, the Company agreed to enter into a convertible loan note of £60,000 ("CLN"), for a period of 6 months, with three of the Company directors, N Lyons, F Fantechi and P B Ryan, in equal parts, of £20,000 each. The CLN is convertible into ordinary shares of the Company at the request of the CLN holders, at 0.25p per share with an interest coupon of 8% payable in ordinary shares at 0.25p, upon redemption or conversion. Both the CLN and the coupon carry equivalent of 2 warrants for every one ordinary share resulting from the conversions. Further, the three Directors have also agreed to convert all outstanding professional fees being £42,000 each for N Lyons and F Fantechi and £50,820 for P B Ryan to ordinary shares at a price of 0.25p each, comprising 16,800,000 shares each for N Lyons and F Fantechi and 20,328,000 shares for P B Ryan. Each share shall carry two Warrants on the same terms as set out for the CLN.

The Directors are pleased to report the incorporation of CoalTech Far East Pte. Ltd. on 8 June 2021. The registered office of the company is situated in the Republic of Singapore. CoalTech owns 20% of CoalTech Far East.

The Directors do not recommend the payment of a dividend for the year ended 31 December 2020.

Outlook

The Directors are pleased with the progress made in this initial period, notwithstanding to the continuous impacts on the Group's business of the COVID-19 pandemic and look forward to continuing to update shareholders on the progress of the Group and the potentially exciting prospects ahead, some of which are developing reasonably fast. Such prospects are of course conditional upon and dependant upon the Company raising further funding for which there is no certainty at present. We continue to seek new investment opportunities and funding and we will advise shareholders if these opportunities develop.

This report was approved by the board of directors on 2 December 2021 and signed on its behalf by:

F Fantechi

Director

The Directors of the Company accept responsibility for the contents of this announcement.

Enquiries:

Clean Invest Africa plc

Filippo Fantechi (Executive Director) [phone]

Shaikh Mohamed Abdulla Khalifa AlKhalifa (Non-Executive Chairman) [phone]

Peterhouse Capital Limited

Corporate Adviser [phone]

Guy Miller/Mark Anwyl

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2020

GBP		2020		2019
Revenue		444		347
Cost of sales		-		(93)
Gross profit		444		254
Other income		869		217
Operating costs		(1,105,496)		(1,382,089)
Fair value of share options and warrants		(21,374)		(3,222,182)
Reverse acquisition cost		-		(4,544,161)
Unrealised foreign exchange revaluation on amounts due to a related party		(32,256)		24,639
Operating loss		(1,157,813)		(9,123,322)
Finance income		4		4
Finance costs		(11,025)		(10,167)
Loss before tax		(1,168,834)		(9,133,485)
Taxation		-		-
Loss after tax		(1,168,834)		(9,133,485)
Other comprehensive income
Items that will be reclassified to profit or loss
Currency translation differences		91,548		49,779
Total comprehensive loss for the year		(1,077,286)		(9,083,706)
Earnings per share expressed in pence per share:
Basic and diluted		(0.10)		(0.99)

Consolidated Statement of Financial Position

as at 31 December 2020

GBP		31 Dec 2020	31 Dec 2019
Assets
Non-current assets
Property, plant and equipment		477,044	494,758
Right-of-use assets		20,966	30,506
Investments		5,247	5,247
Total non-current assets		503,257	530,511
Current assets
Inventory		7,679	8,766
Trade and other receivables		105,567	112,904
Amounts due from related parties		3,411,760	3,431,989
Cash and cash equivalents		13,864	13,231
Total current assets		3,538,870	3,566,890
Total assets
		4,042,127	4,097,401
Equity and liabilities
Equity
Share capital		2,949,388	2,844,413
Share premium reserve		24,938,863	24,623,938
Shares to be issued		332,294	332,294
Convertible loans		155,000	134,388
Share-based payment reserve		3,243,556	3,222,182
Currency translation reserve		174,589	83,041
Reverse takeover reserve		(23,050,570)	(23,050,570)
Accumulated losses		(11,412,197)	(10,243,363)
Total equity		(2,669,077)	(2,053,677)
Liabilities
Current liabilities
Trade and other payables		1,699,749	1,142,194
Lease liabilities		7,968	6,731
Amounts due to related parties		4,986,218	4,975,564
Total current liabilities		6,693,935	6,124,489
Non-current liabilities
Lease liabilities		17,269	26,589
Total non-current liabilities		17,269	26,589
Total liabilities		6,711,204	6,151,078
Total equity and liabilities		4,042,127	4,097,401

F Fantechi

Director2 December 2021

Company Statement of Financial Position

as at 31 December 2020

GBP		31 Dec 2020	31 Dec 2019
Assets
Non-current assets
Investment		4,744,225	4,744,225
Total non-current assets		4,744,225	4,744,225
Current assets
Trade and other receivables		235,714	73,579
Cash and cash equivalents		1,496	6,004
Total current assets		237,210	79,583
Total assets
		4,981,435	4,823,808
Equity and liabilities Equity
Share capital		2,949,388	2,844,413
Share premium		24,938,863	24,623,938
Shares to be issued		332,294	332,294
Convertible loans		155,000	134,388
Share-based payment reserve		3,243,556	3,222,182
Accumulated losses		(26,893,467)	(26,613,901)
Total equity		4,725,634	4,543,314
Liabilities
Current liabilities
Trade and other payables		255,801	280,494
Total liabilities		255,801	280,494
Total equity and liabilities		4,981,435	4,823,808

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the Parent Company Statement of Comprehensive Income.

The loss for the Parent Company for the year was £279,566 (2019: Loss of £26,409,823).

Approved by the Board and signed on its behalf by:

F Fantechi

Director

2 December 2021

Group Statement of Changes in Equity

for the year ended 31 December 2020

GBP	Share capital	Share premium	Shares to be issued	Convertible loans	Share-based payment reserve	Reverse takeover reserve	Currency translation reserve	Accumulated losses	Total equity
1 January 2020	2,844,413	24,623,938	332,294	134,388	3,222,182	(23,050,570)	83,041	(10,243,363)	(2,053,677)
Loss for the year	-	-	-	-	-	-	-	(1,168,834)	(1,168,834)
Other comprehensive income:
Currency translation differences	-	-	-	-	-	-	91,548	-	91,548
Total comprehensive income	-	-	-	-	-	-	91,548	(1,168,834)	(1,077,286)
Shares issued by Clean Invest Africa Plc during the year	104,975	314,925	-	-	-	-	-	-	419,900
Share-based payment	-	-	-	-	21,374	-	-	-	21,374
Movement during the year	-	-	-	20,612	-	-	-	-	20,612
Total transactions with owners recognised in equity	104,975	314,925	-	20,612	21,374	-	-	-	461,886
31 December 2020	2,949,388	24,938,863	332,294	155,000	3,243,556	(23,050,570)	174,589	(11,412,197)	(2,669,077)

GBP	Share capital	Share premium	Shares to be issued	Convertible loans	Share-based payment reserve	Reverse takeover reserve	Currency translation reserve	Accumulated losses	Total equity
1 January 2019	19,841	383,689	-	-	-	-	(11,906)	(1,109,878)	(718,254)
Loss for the year	-	-	-	-	-	-	-	(9,133,485)	(9,133,485)
Other comprehensive income:
Currency translation differences	-	-	-	-	-	-	49,779	-	49,779
Total comprehensive income	-	-	-	-	-	-	49,779	(9,133,485)	(9,083,706)
CoalTech Group share capital transfer to reverse takeover reserve	(19,841)	(383,689)	-	-	-	310,212	45,168	-	(48,150)
Recognition of the Company share capital at reverse acquisition	402,750	210,750	-	-	-	3,772,363	-	-	4,385,863
Issue of shares for acquisition of CoalTech Group	2,436,441	24,364,410	332,294	-	-	(27,133,145)	-	-	-
Shares issued by the Company since acquisition	5,222	48,778	-	-	-	-	-	-	54,000
Convertible loans issued	-	-	-	134,388	-	-	-	-	134,388
Share-based payment	-	-	-	-	3,222,182	-	-	-	3,222,182
Total transactions with owners recognised in equity	2,824,572	24,240,249	332,294	134,388	3,222,182	(23,050,570)	45,168	-	7,748,283
31 December 2019	2,844,413	24,623,938	332,294	134,388	3,222,182	(23,050,570)	83,041	(10,243,363)	(2,053,677)

Company Statement of Changes in Equity

for the year ended 31 December 2020

GBP	Share capital	Share premium	Shares to be issued	Convertible loans	Share-based payment reserve	Accumulated losses	Total equity
1 January 2020	2,844,413	24,623,938	332,294	134,388	3,222,182	(26,613,901)	4,543,314
Loss for the year	-	-	-	-	-	(279,566)	(279,566)
Other comprehensive income	-	-	-	-	-	-	-
Total comprehensive income	-	-	-	-	-	(279,566)	(279,566)
Movement during the year	-	-	-	20,612	-	-	20,612
Shares issued by the Company during the year	104,975	314,925	-	-	-	-	419,900
Share-based payment	-	-	-	-	21,374	-	21,374
Total transactions with owners recognised in equity	104,975	314,925	-	20,612	21,374	-	461,886
31 December 2020	2,949,388	24,938,863	332,294	155,000	3,243,556	(26,893,467)	4,725,634

GBP	Share capital	Share premium	Shares to be issued	Convertible loans	Share-based payment reserve	Accumulated losses	Total equity
1 October 2018	402,750	210,750	-	-	-	(204,078)	409,422
Loss for the period	-	-	-	-	-	(26,409,823)	(26,409,823)
Other comprehensive income	-	-	-	-	-	-	-
Total comprehensive income	-	-	-	-	-	(26,409,823)	(26,409,823)
Shares issued by the Company during the year	2,441,663	24,413,188	332,294	-	-	-	27,187,145
Convertible loans issued	-	-	-	134,388	-	-	134,388
Share-based payment	-	-	-	-	3,222,182	-	3,222,182
Total transactions with owners recognised in equity	2,441,663	24,413,188	332,294	134,388	3,222,182	-	30,543,715
31 December 2019	2,844,413	24,623,938	332,294	134,388	3,222,182	(26,613,901)	4,543,314

Group Statement of Cash Flows

for the year ended 31 December 2020

GBP2020 2019

Cash flows from operating activities

Cash utilised in operations (276,198) (724,496)

Finance income 4 4

Finance costs (2,737) (5,779)

Exchange gain/(loss) 25,803 25,081

Net cash outflow from operating activities(253,128) (705,190)

Cash flows from investing activities

Purchase of property, plant and equipment (8,488) (75,280)

Purchase of investments - (5,247)

Cash acquired on acquisition of Clean Invest Africa plc - 9,104

Cash acquired on the addition of the subsidiary - 4,709

Net cash outflow from investing activities (8,488) (66,714)

Cash flows from financing activities

Funding received from related parties 157,923 635,192

Payment of related party borrowings (39,415) (7,995)

Proceeds from issue of shares 150,000 54,000

Proceeds from convertible loan notes - 61,000

Principal paid on lease liabilities (6,259) (5,506)

Net cash inflow from financing activities262,249736,691

Increase / (Decrease) in cash and cash equivalents			633			(35,213)
Cash and cash equivalents at beginning of year		13,231				48,444

	Cash and cash equivalents at end of year			13,864			13,231

A.	RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

2020 2019

£ £

Loss before income tax (1,168,834) (9,133,485)

Amortisation charges 7,472 8,320

Fair value of warrants issued 21,374 3,222,182 Share-based payment recognised on reverse acquisition - 4,544,161

Loss on disposal of property, plant and equipment -- 174

Provision for obsolete inventories 1,598 2,149

Finance income (4) (4)

Finance costs 11,025 10,167

(1,127,369) (1,346,336)

Changes in operating assets and liabilities

Decrease/ (increase) in inventory (511) 14,152

Decrease/ (increase) in trade and other receivables 67,337 (8,143) Increase in trade and other payables 784,345 615,831

Cash utilised in operations(276,198)(724,496)

Company Statement of Cash Flow

for the year ended 31 December 2020

GBP2020 2019

Cash flows from operating activities

Loss before income tax (279,566) (26,409,823)

Impairment - 22,747,282

Share based payment expense 21,374 3,222,182

Increase in trade and other receivables (162,135) (68,499)

Increase in trade and other payables 265,819 392,260

Net cash from operating activities(154,508)(116,598)

Cash flows from financing activities

Proceeds from issue of shares 150,000 54,000

Net cash from financing activities150,00054,000

(Decrease) / increase in cash and cash equivalents			(4,508)			(62,598)
Cash and cash equivalents at beginning of year		6,004				68,602

Cash and cash equivalents at end of year		1,496			6,004