Andrada Mining. Regulatory News (ATM)

2 July 2019

AfriTin Mining Limited

("AfriTin" or the "Company" and with its subsidiaries the "Group")

Audited Financial Results

for the year ended 28 February 2019

AfriTin Mining Limited (AIM: ATM), a mining company with a portfolio of tin assets in Namibia and South Africa, is pleased to announce its final audited results for the year ended 28 February 2019.

The preliminary financial information does not constitute full statutory accounts but is derived from accounts for the year ended 28 February 2019 which are audited. This preliminary announcement is prepared on the same basis as set out in the statutory accounts for the year ended 28 February 2019. While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS), as adopted by the European Union (EU), this announcement does not in itself contain sufficient information to comply with IFRSs.

The auditor's report for the year ended 28 February 2019 was unqualified.

The full Annual Report along with a Notice of Annual General Meeting ("AGM") will be distributed to shareholders on 9 July 2019 and made available on the Company's website. The AGM will be held at 18-20 Le Pollet, St Peter Port, Guernsey GY1 1WH on 1 August 2019.

On 23 May 2018, the Company announced details of a proposed director share option scheme which was subsequently approved by shareholders at an EGM on 14 June 2018. The Company wishes to correct an error in the announcement to replace "Lapse Date" with "Vesting Date". Full disclosure of the share option scheme can be found in Note 19 to the Annual Financial Statements.

For further information, please visit www.afritinmining.com or contact:

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

CHAIRMAN'S STATEMENT

I am pleased to present the Annual Report of AfriTin Mining Limited ("AfriTin") for the year ended 28 February 2019.

Reflecting on our first complete year as an AIM-quoted company on the London Stock Exchange, the AfriTin team have reached a number of important milestones, most notably a significant amount of new mining and processing infrastructure at our flagship Uis mine in Namibia. The focus has been on delivering catalysts for long-term value creation, namely the recommissioning of the Uis mine site and the new pilot plant for the commencement of Phase 1 production, whilst confirming and updating the historical resource. Construction of the Phase 1 Pilot Plant is well advanced and production is imminent. All efforts have been inspired by an unwavering vision of becoming a "first mover" to take advantage of the current global tin deficit and to become the first AIM-quoted, conflict-free tin mining company and the "tin champion" of Africa.

The global tin market remains in a deficit which has been exacerbated by production cuts in China. Tin continues to be one of the better-performing commodities on the London Metal Exchange and we have noticed a strong medium-term demand underpinned by growing applications for its use in new technologies, particularly in lithium-ion batteries. AfriTin strives to capitalise and position itself for growth on these current solid supply/demand fundamentals which remain in line with our expectations when we formed the business.

Namibia as a jurisdiction continues to encourage foreign investment in the mining sector. It is a stable democracy with an independent, strong legal system. This has been evident in the participation of locals wherever possible in the development at Uis. AfriTin has been able to utilise local expertise throughout the process of building the Phase 1 Pilot Plant. We have a commitment to ensure that the local communities benefit alongside the Company, and have therefore placed emphasis on community engagement and upliftment. We were fortunate and delighted to welcome the Minister of Mines and Energy, The Honourable Tom Alweendo, for our first blast of ore at the Uis tin mine site in December 2018.

Building on this solid base and turning to the year that lies ahead, we will focus on the goal of commissioning the Phase 1 Pilot Plant and becoming a producer of tin concentrate. With production imminent at Uis, further attention will now be placed on confirming the JORC-compliant resource, and starting a full feasibility study (Phase 2). The appeal and scale of AfriTin's tin mineralisation at Uis and surrounding permit areas, the discovery of lithium pegmatites at the ML 133 licence, and the acquisition of further prospective license areas near Brandberg West all considerably enhance AfriTin's potential to realise additional value in the future.

We look forward to the exciting upcoming months for AfriTin with the imminent production of tin at Uis and further developments as we advance to the larger Phase 2 development of the mine.

I would like to thank all our shareholders and stakeholders for their continued support, my fellow board members and Anthony and his dedicated team for what has been achieved to date.

GLEN PARSONS

Chairman

1 JULY 2019 

CEO'S STATEMENT

Since listing on AIM in 2017, AfriTin has embarked on a journey that has positioned the Company for sustainable development and growth. The review below outlines the strategic objectives and direction for the Company and speaks to the key milestones reached and goals achieved thus far.

Following the commencement of civil construction works in June 2018, the Company has been preparing and rehabilitating the Uis mine site for the commissioning of the Phase 1 Pilot Plant at our flagship asset, Uis, in Namibia. In December 2018, the Company undertook the first large-scale blast of mining material, the primary crushing circuit was commissioned, and first material was crushed. In an effort to improve design efficiencies and increase the pilot plant throughput capacity, it was decided to modify the plant by procuring a third dense medium separation circuit. This will be advantageous to the Company in the long term as it will allow greater tonnages to be processed and provide for improved returns on the pilot plant. Furthermore, a magnetic separator was added to the plant which will enable the co-production of a tantalum concentrate, which has the ability to increase the revenue-generation capability of the plant. In addition to this, the Company has procured mining contractor services for drilling, blasting, loading and hauling. These developments at site have been facilitated by the contributions, skills and knowledge of our experienced team.

Within the Uis license area, the V1 / V2 pegmatite bodies were previously identified as priority targets to supply feed to the upgraded processing plant. Results from a mapping programme of the pits confirmed the extent of the mineralisation, along with further mineralisation across the 197km2 license area. Dense medium separation test work was conducted on a bulk sample of the V1 / V2 bodies and highlighted the potential of concentrating mined material, to produce the output of tin concentrate from a significant tin and multi-commodity deposit outlined at IPO in 2017. The test work conducted confirmed the beneficiation potential of the Uis pegmatites to produce a saleable concentrate from a coarse run-of-mine feed and a scalable deposit.

In line with the mine plan, 2018 saw the commencement of the validation drilling programme at Uis. The primary goal of the exploration programme is to validate the existing report produced for Iscor by SRK in 1985 over the V1 and V2 pegmatites. The core is being assayed for the declaration of an initial JORC-compliant resource on the project and will be announced to the market in due course. This is a key element in the development of AfriTin's mine plan and the bankable feasibility study for Phase 2.

Other developments that were set out for Phase 1 have made significant progress. Viable groundwater sources have been confirmed to supply the mine with the required process water. It was also announced that the electrical power required at site will be provided from the existing high-voltage supply line that currently terminates approximately one kilometre from the plant processing site. There will also be back-up power provided in the form of diesel-generating sets.

The completion of an equity subscription of c.£3m on 22 May 2019 as well as the finalisation of a standby working capital facility of ZAR30m (c.£1.7m) with Bushveld Minerals is expected to allow us to complete the development of the Phase 1 Pilot Plant and to provide us with general working capital to achieve our goal of first production of tin concentrate.

While Uis remains our focus, we have also looked to expand our footprint in the local area through regional exploration. We were delighted by the discovery of geologically significant grades of lithium-bearing material at our ML133 license. The ML 133 license is outside of the current development area at the Uis mine but the results are encouraging and warrant further investigation. This provides the possibility for targeted upside in the future and the prospect of multiple revenue streams. It is these discoveries, coupled with acquisitions that grow the portfolio, such as the addition of the Tantalum Investment deposits, that could propel AfriTin towards its goal of becoming the "tin champion" of Africa.

The tin market remained favourable throughout 2018 with robust demand coupled with decreased supply, that was also exacerbated by production cuts from Chinese smelters. Tin was one of the best-performing metals on the London Metal Exchange in 2018 and the continued research for the use of tin in the lithium-ion battery space indicates a potential need for further increased supply in the future. AfriTin is focused on taking advantage of these market fundamentals by becoming a "first mover" in the new tin mine arena. The first step towards achieving this goal was the blasting, crushing and stockpiling of ore in anticipation of the completion of the Phase 1 Pilot Plant.

Namibia is a favourable mining and exploration jurisdiction and is the ideal location for our flagship asset. Mining continues to be the biggest contributor to Namibia's economy and its importance was emphasised by the attendance of the The Honourable Tom Alweendo, Minister of Mines and Energy, at the Company's first blast in December 2018. While at site, and to an audience of analysts and investors, he highlighted the importance of tin mining returning to the Uis region and the significant economic benefits that will be brought back to the region. We are indebted to the communities, our local partners and government officials who have shown significant support and have provided the framework to allow us to achieve so much in a short space of time and we look forward to working together further in the future.

With many key milestones achieved by the Company in 2018, AfriTin is now focused on delivering a pilot plant capable of producing a profitable concentrate at Uis while incorporating optionality via regional expansion. Alongside this, we are looking forward to producing a JORC-compliant resource at Uis to confirm the historical SRK report.

Uis is part of a historical tin province and AfriTin is leading the way in terms of development. The stable mining jurisdiction of Namibia coupled with strong medium-term demand for tin underpinned by growing applications in new technologies are strong positive factors for AfriTin's long-term prospects.

I would like to thank the government and people of Namibia, my fellow directors, all our employees, shareholders, advisors and wider stakeholders for their ongoing support and loyalty to AfriTin. Given the momentum over the past year, I look forward to the upcoming year and the developments that lie ahead.

This report was approved by the Board on 1 July 2019.

ANTHONY VILJOEN

Chief Executive Officer

1 JULY 2019

FINANCIAL REVIEW

Although AfriTin has not yet commenced commercial production and therefore has not earned any revenue from its primary activity, namely the sale of tin concentrate, £27k (6-month period ending 28 February 2018: £18k) of revenue was generated from the sale of sand at Zaaiplaats.

Tight control over administrative expenses was exercised during the year. As such, they were contained to £1 098k. Administrative costs for the 6-month period ending 28 February 2018 amounted to £1 552k. This comparative amount included listing costs of £330k and a one-off cost of £556k associated with the issuing of shares to the directors and employees at £nil value upon listing.

The Group's loss for the year totalled £1 058k (6-month period ending 28 February 2018: £1 534k).

Basic loss per share from operations of 0.23 pence was recorded (2018: 0.83 pence).

The Phase 1 Exploration Drilling Programme began in earnest during the financial year. This coupled with other exploration and evaluation work resulted in expenditure of £571k being capitalised to the exploration and evaluation intangible asset (2018: £178k). Furthermore, £850k was capitalised to intangible assets when Tantalum Investment Pty Limited, a company holding exclusive prospecting licenses at Brandberg West and Goantagab in Namibia, was acquired through the issue of 25 000 000 of the Company's shares.

Progress continued throughout the year on the Phase 1 Pilot Plant project and capital expenditure on this project amounted to £4.7m during the year under review (2018: £511k). Given the near-term production from Phase 1, £489k worth of capitalised exploration and evaluation costs in relation to Phase 1 were reclassified from intangible assets to property, plant and equipment.

As at 28 February 2019, the Group had cash in the bank of £1 781k (2018: £2 905k).

As part of the operational readiness programme, consumable inventory of £25k had been procured as at year-end (2018: £nil).

The majority of trade and other receivables of £475k (2018: £122k) relate to VAT refunds in both Namibia and South Africa. In South Africa, VAT refunds continue to be processed efficiently and timeously. However, in Namibia, whilst we do not believe that there is a recoverability issue with the VAT receivable of £312k and all efforts are being made to speed up the refund process, the amount receivable is 6 months overdue.

Net proceeds from an equity raise in May 2018 of £5 579k as well as the acquisition of Tantalum Investment Pty Limited (£850k) account for the majority of the movement in the share capital balance for the financial year.

Share-based payment charges amounting to £157k, as well as a charge of £65k relating to shares to be issued to certain directors and employees in lieu of fees/salaries, were recognised in the share-based payment reserve during the year.

Apart from trade and other payables of £379k (comprising £266k trade creditors and £111k other payables) (2018: £516k), the other significant liability on the balance sheet is the environmental rehabilitation provision. Given the significant progress on the Phase 1 Pilot Plant during the year, an environmental rehabilitation liability and corresponding decommissioning asset of £78k (2018: £nil) relating to the Uis project had been recognised in the year.

The completion of an equity subscription of c.£3m on 22 May 2019 as well as the finalisation of a standby working capital facility for ZAR30m (c.£1.7m) with Bushveld Minerals will allow us to complete the development of the Phase 1 Pilot Plant and will provide us with general working capital to achieve our goal of first production of tin concentrate.

I look forward to the imminent achievement of our first sale of tin concentrate and to reporting operational results in the near future.

RM SEWELL

Chief Financial Officer

1 July 2019

DIRECTORS' REPORT

The Directors of AfriTin hereby present their report together with the consolidated financial statements for the period from 1 March 2018 to 28 February 2019.

Principal Activities, Business Review and Future Developments

The principal activity of the Group (AfriTin and its subsidiaries) is the exploration and development of mining and exploration projects in both Namibia and South Africa. A review of the Group's progress and prospects is given in the CEO's statement in this Annual Report.

Principal Risks and Uncertainties

The Group is subject to a variety of risks, specifically those relating to the mining and exploration industry. As an entrepreneurial business operating in emerging markets, there is clearly an elevated risk which is balanced by potentially greater rewards. The Board is mindful of and monitors both its corporate risks and individual project risks. Outlined below are the principal risk factors that the Board feels may affect performance. The risks detailed below are not exhaustive, and further risks and uncertainties may exist which are currently unidentified or considered to be immaterial. The risks are not presented in any order of priority.

Results and Dividend

The Group's results show a loss for the year of £1 057 520. The Directors will not be recommending a dividend.

Share Capital and Funding

Full details of the authorised and issued share capital, together with details of the movements in the Company's issued share capital during the year, are shown in Note 17. The Company has one class of ordinary shares which carry no right to fixed income. Each share carries the right to one vote at general meetings of the Company.

Directors

The Directors who served the Company during the year are as follows:

Anthony Viljoen (appointed 23 October 2017) Chief Executive Officer

Glen Parsons (appointed 23 October 2017) Chairman/Independent Non-Executive Director

Laurence Robb (appointed 23 October 2017) Independent Non-Executive Director

Roger Williams (appointed 23 October 2017) Independent Non-Executive Director

Terence Goodlace (appointed 23 May 2018) Independent Non-Executive Director

Directors' Interests

The Directors' beneficial interests in the shares of the Company at 28 February 2019 were:

Directors' Indemnity Insurance

The Group has maintained insurance throughout the year for its Directors and officers against the consequences of actions brought against them in relation to their duties for the Group.

Employee Involvement Policies

The Group places considerable value on the awareness and involvement of its employees in the Group's exploration and development activities. Within bounds of commercial confidentiality, information is disseminated to all levels of staff about matters that affect the progress of the Group, and that are of interest and concern to them as employees.

Creditors' Payment Policy and Practice

The Group's policy is to ensure that, in the absence of dispute, all suppliers are dealt with in accordance with its standard payment policy to abide by the terms of payment agreed with suppliers when agreeing the terms of each transaction. Suppliers are made aware of the terms of payment. The number of days of average daily purchases included in trade payables at 28 February 2019 was 30 days.

Related-party Transactions

Details of related-party transactions are detailed in Note 23 of the consolidated financial statements.

Events after Balance Sheet Date

Events after balance sheet date are detailed in Note 22 of the consolidated financial statements.

Statement as to Disclosure of Information to Auditor

The Directors who were in office on the date of approval of these financial statements have confirmed that, as far as they are aware, there is no relevant audit information of which the auditor is unaware. Each of the Directors has confirmed that they 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 to establish that it has been communicated to the auditor.

Auditor

The Company's auditor, BDO LLP, was appointed on 10 September 2018 and has expressed their willingness to continue in office. The Directors will place a resolution before the Annual General Meeting to reappoint BDO LLP as the Company's auditor for the ensuing year.

Electronic Communications

The maintenance and integrity of the Group's website is the responsibility of the Directors; the work carried out by the auditor does not involve consideration of these matters and accordingly the auditor accepts no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.

The Group's website is maintained in compliance with AIM Rule 26.

By order of the Board

AR VILJOEN

Chief Executive Officer

1 July 2019

CORPORATE GOVERNANCE REPORT

Introduction

As a listed company traded on the AIM market of the London Stock Exchange we recognise the importance of sound corporate governance throughout our organisation giving our shareholders and other stakeholders including employees, customers, suppliers and the wider community confidence in our business. We endeavour to conduct our business in an ethical and sensitive manner irrespective of race, colour or creed.

AfriTin has chosen to adopt the Quoted Companies Alliance (QCA) Corporate Governance Code 2018 for Smaller Companies. The table below outlines how we apply each of the code's ten key principles to our business.

The Board of Directors

The Board currently comprises:

Independent Non-Executive Chairman

· Glen Parsons (appointed 23 October 2017)

Independent Non-Executive Directors

· Roger Williams (appointed 23 October 2017)

· Laurence Robb (appointed 23 October 2017)

· Terence Goodlace (appointed 23 May 2018)

Executive Director

· Anthony Viljoen (appointed 23 October 2017) Chief Executive Officer

Operational management in South Africa and Namibia is led by Anthony Viljoen supported by a Chief Financial Officer (Robert Sewell), a Chief Operating Officer (Frans van Daalen), geologists and mining engineers. Operational management is also supported technically through various consultancy agreements that were in place during the year under review.

The Board met formally four times during the year and also met frequently on an ad-hoc basis. This included Board site visits to Uis.

All press releases, including quarterly operational updates, are approved by the entire Board.

The Audit Committee

The Audit Committee meets at least twice a year and is composed exclusively of Non-Executive Directors: Roger Williams (Chairman) and Glen Parsons. The Chief Financial Officer, Robert Sewell, attends Audit Committee meetings by invitation. The committee is responsible for:

· reviewing the annual financial statements and interim reports prior to approval, focusing on changes in accounting policies and practices, major judgemental areas, significant audit adjustments, going concern and compliance with accounting standards, stock exchange and legal requirements;

· receiving and considering reports on internal financial controls, including reports from the auditors, and reporting their findings to the Board;

· considering the appointment of the auditors and their remuneration including reviewing and monitoring their independence and objectivity;

· meeting with the auditors to discuss the scope of the audit, issues arising from their work and any matters the auditors wish to raise; and

· developing and implementing policy on the engagement of the external auditor to supply non-audit services.

The Audit Committee is provided with details of any proposed related-party transactions in order to consider and approve the terms and conditions of such transactions.

The Audit Committee met four times during the year to consider the following agenda items:

March 2018:

· External audit plan for the period ended February 2018

July 2018:

· External audit report

· Critical accounting estimates

· Going concern

· Impairment

· Approval of the Annual Report for the period ended February 2018

October 2018:

· Half-year results and report to 31 August 2018

· Going concern assessment

· Capitalisation of costs

· Related-party transaction

February 2019:

· Auditor independence

· External audit plan for the year ended February 2019

The Remuneration Committee

Prior to the appointment of Terence Goodlace to the Board, remuneration matters had been dealt with by the full Board. With a larger Board in place, a subcommittee was constituted comprising Non-Executive Directors Glen Parsons (Chairman) and Roger Williams.

The Committee is responsible for reviewing the performance of senior management and for setting the scale and structure of their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant, paying due regard to the interests of shareholders as a whole and the performance of the Group.

The Committee met for the first time in October 2018 and considered:

· an independent Paterson banding and job evaluation report for all employees

· full time contracts of employment for key contractors

· salary increases for staff and senior management

· criteria for payment of future bonuses

· the award of share options for senior management.

The Committee will meet at least once a year.

Internal Controls

The Board acknowledges its responsibility for the Group's systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Group and to ensure the reliability of financial information for both internal use and external publication. Whilst the Board are aware that no system can provide absolute assurance against material misstatement or loss, in light of the increased activity and further development of the Group, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.

Risk Management

The Board considers risk assessment to be important in achieving its strategic objectives. Project milestones and timelines are regularly reviewed.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

The Companies (Guernsey) Law, 2008 requires the Directors to prepare Group financial statements for each financial year in accordance with generally accepted accounting principles. The Directors are required by the AIM Rules of the London Stock Exchange to prepare Group financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU").

The financial statements of the Group are required by law to give a true and fair view of the state of the Group's affairs at the end of the financial year and of the profit or loss of the Group for that year and are required by IFRS as adopted in the EU to reflect fairly the financial position and performance of the Group.

In preparing the Group financial statements, the Directors are required to:

i) Select suitable accounting policies and then apply them consistently;

ii) Make judgements and accounting estimates that are reasonable and prudent;

iii) State whether they have been prepared in accordance with IFRS as adopted by the EU; and

iv) Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions, disclose with reasonable accuracy at any time the financial position of the Group, and enable them to ensure that the financial statements comply with the Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors confirm they have discharged their responsibilities as noted above. 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 28 February 2019

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 28 February 2019

The notes further on in this report form part of these financial statements.

The financial statements were authorised and approved for issue by the Board of directors and authorised for issue on 1 July 2019.

AR VILJOEN

Director

1 July 2019

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 28 February 2019

1 Foreign exchange differences in the period ending 28 February 2018 were not material.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 28 February 2019

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 28 February 2019

1. Corporate information and principal activities

AfriTin Mining Limited ("AfriTin") was incorporated and domiciled in Guernsey on 1 September 2017, and admitted to the AIM market in London on 9 November 2017. The company's registered office is 18-20 Le Pollet, St Peter Port, Guernsey, GY1 1WH and operates from 2nd Floor, Building 3, Illovo Edge Office Park, Corner Harries and Fricker Road, Illovo, Johannesburg, 2116, South Africa.

These financial statements are for the year ended 28 February 2019 and the comparative figures are for the period from 1 September 2017 to 28 February 2018.

The AfriTin Group comprises AfriTin Mining Limited and its subsidiaries as noted below.

During the year the Company acquired 100% in Tantalum Investment Pty Limited, a company containing Namibian exploration licenses EPL5445 and EPL5670 for the exploration of tin, tantalum and other associated minerals.

AfriTin Mining Limited ("AML") is an investment holding company and holds 100% of Guernsey subsidiary, Greenhills Resources Limited ("GRL").

GRL is an investment holding company that holds investments in resource-based tin and tantalum exploration companies in Namibia and South Africa. The Namibian subsidiary is AfriTin Mining (Namibia) Pty Limited ("AfriTin Namibia") (previously named Dawnmin Africa Investments Pty Limited), in which GRL holds 100% equity interest. The South African subsidiaries are Mokopane Tin Company Pty Limited "Mokopane" and Pamish Investments 71 Pty Limited "Pamish 71", in which GRL holds 100% equity interest.

AfriTin Namibia owns an 85% equity interest in Uis Tin Mine Company Pty Limited "Uis Tin Mine" (previously named Guinea Fowl Investments no 27 Pty Limited). The minority shareholder in Uis Tin Mine is The Small Miners of Uis who own 15%.

Mokopane owns a 74% equity interest in Renetype Pty Limited "Renetype" and a 50% equity interest in Jaxson 641 Pty Limited "Jaxson".

The minority shareholders in Renetype are African Women Enterprises Investments Pty Limited and Cannosia Trading 62 CC who own 10% and 16% respectively.

The minority shareholder in Jaxson is Lerama Resources Pty Limited who owns a 50% interest in Jaxson.

Pamish 71 owns a 74% interest in Zaaiplaats Mining Pty Limited "Zaaiplaats". The minority shareholder in Zaaiplaats is Tamiforce Pty Limited who owns 26%.

As at 28 February 2019, the AfriTin Group comprised:

1 Held directly by AfriTin Mining Limited

2 Held by Greenhills Resources Limited

3 Held by AfriTin Mining (Namibia) Pty Limited

4 Held by Mokopane Tin Company Pty Limited

5 Held by Pamish Investments 71 Pty Limited

These financial statements are presented in Pound Sterling (£) because that is the currency in which the Group has raised funding on the AIM market in the United Kingdom. Furthermore, Pound Sterling (£) is the functional currency of the ultimate holding company, AfriTin Mining Limited.

2. Significant accounting policies

Basis of accounting

These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively "IFRS") issued by the International Accounting Standards Board ("IASB") as adopted by the European Union ("EU adopted IFRS").

The Group has adopted the standards, amendments and interpretations effective for annual periods beginning on or after 1 March 2018. The adoption of these standards and amendments did not have a material effect on the financial statements of the Group. See Note 3.

The consolidated financial statements have been prepared under the historical cost convention. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity and areas where assumptions and estimates are significant to the consolidated financial statements are discussed further in this note. The principal accounting policies are set out below.

Going concern

These financial statements have been prepared on a going concern basis. In arriving at this position, the Directors have had regard to the fact that the AfriTin Group has sufficient cash and other assets to fund administrative and other committed expenditure for a period of not less than 12 months from the date of this report.

On 22 May 2019, the Company completed an equity fundraising by way of a direct subscription of 99 613 074 ordinary shares of no par value in the Company at a price of 3 pence per share, to raise approximately £3 million before expenses.

Additionally, on 22 May 2019, a standby working capital facility of ZAR30million (c. £1.7million) was entered into between the Company and Bushveld Minerals Limited ("Bushveld"). Bushveld has agreed to a 12-month facility towards funding the general corporate and working capital requirements of the Group, including operational expenses prior to production.

The Directors have reviewed the Group's cashflow forecasts and sensitivities for a period of at least 12 months from the date of this report. In doing so, careful consideration was given to potential risks to the forecasts, including pricing and production ramp up. The forecasts indicate that the Group retains sufficient liquidity from existing cash resources, operating cashflows and the available standby working capital facility to meet its liabilities as they fall due under the base case cashflow forecast and reasonably possible sensitivities.

Accordingly, the Directors have concluded that the going concern basis in the preparation of the financial statements remains appropriate and that there are no material uncertainties that would cast doubt on that basis of preparation.

Basis of consolidation

Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.

Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in profit or loss.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability are recognised either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

The acquisition of subsidiaries that do not meet the definition of a business and hold early stage exploration licenses are accounted for as asset purchases with the fair value of consideration being allocated to the assets.

Inter-company transactions, balances and unrealised gains/losses on transactions between Group companies are eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group's accounting policies.

Disposal of subsidiaries

When the Group ceases to have control, any retained interest in the entity is measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

Non-controlling interests

Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. Those interests of non-controlling shareholders that present ownership interests entitling their holders to a proportionate share of the net assets upon liquidation are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the management steering committee that makes strategic decisions.

Foreign currencies

Functional and presentational currency

The individual financial statements of each Group company are prepared in the currency of the primary economic environment in which they operate (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group company are expressed in Pound Sterling, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction or valuation date where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within "finance income or costs". All other foreign exchange gains and losses are presented in the income statement.

Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a financial currency different from the presentation currency are translated into the presentation currency as follows:

i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

ii) income and expenses for each income statement are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

iii) all resulting exchange differences are recognised in other comprehensive income.

Revenue recognition

The Group is yet to commence commercial production and thus there has been no revenue from the sale of tin during the year (the Group's primary activity).

The Group has however generated an immaterial amount of revenue from the sale of sand. Revenue is recognised in line with the transfer of goods and services to customers. The amount recognised reflects the amount to which the Group expects to be entitled in exchange for those goods and services. Sales contracts are evaluated to determine the performance obligations, the transaction price and the point at which there is transfer of control.

The transaction price is the amount of consideration due in exchange for transferring the promised goods or services to the customer and is allocated against the performance obligations and recognised in accordance with whether control is recognised over a defined period or at a specific point in time.

Finance income

Interest income is recognised when it is probable that economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax charge is based on taxable profit for the period. The Group's liability for current tax is calculated by using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the "balance sheet liability" method.

Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is calculated at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled based upon rates enacted and substantively enacted at the reporting date. Deferred tax is charged or credited to profit or loss, except when it relates to items credited or charged to other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

Intangible exploration and evaluation assets

All costs associated with mineral exploration and evaluation, including the costs of acquiring prospecting licenses; mineral production licenses and annual license fees; rights to explore; topographical, geological, geochemical and geophysical studies; exploratory drilling; trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource; are capitalised as intangible exploration and evaluation assets and subsequently measured at cost.

If an exploration project is successful, the related expenditures will be transferred at cost to property, plant and equipment and amortised over the estimated life of the commercial ore reserves on a unit of production basis (with this charge being taken through profit or loss). Where capitalised costs relate to both development projects and exploration projects, the Group reclassifies a portion of the costs which are considered attributable to near term production based on a percentage of the ore resource expected to be mined in the relevant phase. Where a project does not lead to the discovery of commercially viable quantities of mineral resources and is relinquished, abandoned, or is considered to be of no further commercial value to the Group, the related costs are recognised in the income statement.

The recoverability of deferred exploration costs is dependent upon the discovery of economically viable ore reserves, the ability of the Group to obtain necessary financing to complete the development of ore reserves and future profitable production or proceeds from the extraction or disposal thereof.

Impairment of exploration and evaluation assets

Intangible exploration and evaluation assets are reviewed regularly for indicators of impairment following the guidance in IFRS 6 "Exploration for and Evaluation of Mineral Resources" and tested for impairment where such indicators exist.

In accordance with IFRS 6, the Group considers the following facts and circumstances in their assessment of whether the Group's exploration assets may be impaired:

· whether the period for which the Group has the right to explore in a specific area has expired during the period or will expire in the near future, and is not expected to be renewed; or

· whether substantive expenditure on further exploration for and evaluation of mineral resources in a specific area is neither budgeted nor planned; or

· whether exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable deposits and the Group has decided to discontinue such activities in the specific area; or

· whether sufficient data exists to indicate that although a development in a specific area is likely to proceed, the carrying amount of the exploration and evaluation assets is unlikely to be recovered in full from successful development or by sale.

If any such facts or circumstances are noted, the Group, as a next step, perform an impairment test in accordance with the provisions of IAS 36. In such circumstances, the aggregate carrying value of the mining exploration and assets is compared against the expected recoverable amount of the cash-generating unit. The recoverable amount is the higher of value in use and the fair value less costs to sell.

Warrants

The warrants issued by the Company are recorded at fair value on initial recognition net of transaction costs. The fair value of warrants granted is recognised as an expense or as share issue costs, with a corresponding increase in equity. The fair value of the warrants granted is measured using the Black Scholes valuation model, taking into account the terms and conditions under which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of warrants that vest.

Share-based payments

Where equity settled share options are awarded to Directors or employees, the fair value of the options at the date of grant is charged to the consolidated statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated statement of comprehensive income over the remaining vesting period.

Where equity instruments are granted to persons other than employees, the consolidated statement of comprehensive income is charged with the fair value of goods and services received.

Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation.

Land is not depreciated. Depreciation is provided on all plant and equipment at rates calculated to write each asset down to its estimated residual value, using the straight-line method over their estimated useful life of the asset as follows:

· The mining asset and the decommissioning asset are amortised over the life of the mine or 20 years whichever is the lesser. Depreciation begins when the asset is available for use and continues until the asset is derecognised, even if it is idle;

· Computer equipment over three years;

· Furniture over five years;

· Vehicles over four years.

Mining assets under construction are not depreciated.

The estimated useful lives, residual values and depreciation methods are reviewed at each year end and adjusted if necessary.

Gains or losses on disposal are included in profit or loss.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Impairment of property, plant and equipment

At each statement of financial position date, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Where there has been a change in economic conditions that indicate a possible impairment in a cash-generating unit, the recoverability of the net book value relating to that mine is assessed by comparison with the estimated discounted future cash flows based on management's expectations of future commodity prices and future costs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease to the extent that it reverses gains previously recognised in other comprehensive income.

Where conditions giving rise to impairment subsequently reverse, the effect of the impairment charge is also reversed as a credit to the income statement, net of any depreciation that would have been charged since the impairment.

Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

Weighted average cost is used to determine the cost of ordinarily interchangeable items.

Financial instruments

Financial instruments are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Financial assets

Financial assets are classified as at amortised cost only if the asset is held to collect the contractual cash flows and the contractual terms of the asset give rise to cash flows that are solely payments of principal and interest. At subsequent reporting dates, financial assets at amortised cost are measured at amortised cost less any impairment losses.

Impairment of financial assets

The Group assesses on a forward-looking basis the expected credit losses, defined as the difference between the contractual cash flows and the cash flows that are expected to be received, associated with its assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables only, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Losses are recognised in the income statement. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the income statement. In the prior year, under IAS 39, impairment provisions were recognised when there was objective evidence that the Group will be unable to collect all of the amounts due under the terms of the receivable, the amount of such a provision being the difference between the carrying amount and the present value of the future expected cash flows associated with the impaired receivable.

Trade and other receivables

Trade and other receivables are initially recognised at the fair value of the consideration receivable less any impairment.

Trade and other receivables are subsequently measured at amortised cost, less any impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash at hand and deposits on a term of not greater than three months.

Financial liabilities

Financial liabilities include trade and other payables, derivatives and other longer-term financing, classified into one of the following categories:

Fair value through profit and loss

The liabilities are carried in the statement of financial position at fair value with changes in fair value recognised in the consolidated income statement.

Financial liabilities carried at amortised cost

Trade and other payables

Trade and other payables are initially recognised at fair value. They are subsequently measured at amortised cost using the effective interest rate method.

Rehabilitation costs

The net present value of estimated future rehabilitation costs is provided for in the financial statements and capitalised within property, plant and equipment on initial recognition. Rehabilitation will generally occur on closure or after closure of a mine. Initial recognition is at the time of the construction or disturbance occurring and thereafter as and when additional construction or disturbances take place. The estimates are reviewed annually to take into account the effects of inflation and changes in the estimated cost of the rehabilitation works and are discounted using rates that reflect the time value of money. Annual increases in the provision due to the unwinding of the discount are recognised in the statement of comprehensive income as a finance cost. The present value of additional disturbances and changes in the estimate of the rehabilitation liability are recorded to mining assets against an increase/decrease in the rehabilitation provision. The rehabilitation asset will be amortised over the life of the mine once production commences. Rehabilitation projects undertaken, included in the estimates, are charged to the provision as incurred. Environmental liabilities, other than rehabilitation costs, which relate to liabilities arising from specific events, are expensed when they are known, probable and may be reasonably estimated.

Critical accounting estimates and judgements

In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. In particular, information about significant areas of estimation uncertainty considered by management in preparing the financial statements is described below:

Estimates and judgements are continually evaluated. Revisions to accounting estimates are recognised in the year in which the estimates are revised if the revision affects only that year, or in the year of revision and in future years if the revision affects both current and future years.

i) Decommissioning and rehabilitation obligations

Estimating the future costs of environmental and rehabilitation obligations is complex and requires management to make estimates and judgements as most of the obligations will be fulfilled in the future and contracts and laws are often not clear regarding what is required. The resulting provisions (see Note 16) are further influenced by changing technologies, political, environmental, safety, business and statutory considerations.

The Group's rehabilitation provision is based on the net present value of management's best estimates of future rehabilitation costs. Judgement is required in establishing the disturbance and associated rehabilitation costs at year end, timing of costs, discount rates and inflation. In forming estimates of the cost of rehabilitation which are risk adjusted, the Group assessed the Environmental Management Plan and reports provided by internal experts. Actual costs incurred in future periods could differ materially from the estimates and changes to environmental laws and regulations, life of mine estimates, inflation rates and discount rates could affect the carrying amount of the provision. The carrying amount of the rehabilitation obligations for the Group at 28 February 2019 was £75 180 (February 2018: £nil).

ii) Acquisition of Greenhills Resources Limited ("Greenhills") in the prior period

On 8 November 2017, the Group completed the acquisition of Greenhills which through its subsidiaries has interests in tin exploration projects in South Africa. The total cost of the acquisition was £3 328 813. Due to the lack of processes and outputs relating to Greenhills at the time of purchase, the Board did not consider the entities acquired to meet the definition of a business. As such, the Group has accounted for the acquisition of Greenhills as an asset purchase. Further details are disclosed in Note 10.

iii) Acquisition of Dawnmin Africa Investments Pty Limited ("Dawnmin") in the prior period (now known as AfriTin Mining (Namibia) Pty Limited)

On 9 November 2017, the Group completed the acquisition of Dawnmin which through its subsidiary has interests in tin exploration projects in Namibia. The total cost of the acquisition was £2 749 349. Due to the lack of processes and outputs relating to Dawnmin at the time of purchase, the Board did not consider the entities acquired to meet the definition of a business. As such, the Group has accounted for the acquisition of Dawnmin as an asset purchase. Further details are disclosed in Note 10.

iv) Acquisition of Tantalum Investment Pty Limited ("Tantalum") in the current year

On 2 October 2018, the Group completed the acquisition of Tantalum which has interests in tin exploration projects in Namibia. The total cost of the acquisition was £850 000. Due to the lack of processes and outputs relating to Tantalum at the time of purchase, the Board did not consider the entity acquired to meet the definition of a business. As such, the Group has accounted for the acquisition of Tantalum as an asset purchase. Further details are disclosed in Note 10.

v) Impairment of exploration & evaluation assets

Determining whether an exploration and evaluation asset is impaired requires an assessment of whether there are any indicators of impairment, including by reference to specific impairment indicators prescribed in IFRS 6 Exploration for and Evaluation of Mineral Resources. If there is any indication of potential impairment, an impairment test is required based on value in use of the asset. The valuation of intangible exploration assets is dependent upon the discovery of economically recoverable deposits which, in turn, is dependent on future tin prices, future capital expenditures and environmental, regulatory restrictions and the successful renewal of licenses. The directors have concluded that there are no indications of impairment in respect of the carrying value of intangible assets at 28 February 2019 nor 28 February 2018 based on planned future development of the projects and current and forecast tin prices. Exploration and evaluation assets are disclosed fully in Note 11.

vi) Transfer of capitalised exploration costs to property, plant and equipment

On 28 February 2019, the Group transferred the Uis Phase One exploration and evaluation asset to mine development costs. The determination that the project had reached a stage of being commercially viable and technically feasible for extraction represented a key judgement. In forming this judgement, the Board considered factors including: a) the mine permit had been awarded; b) the Project had secured funding

for development and construction of the plant; c) the production phase due to commence shortly is anticipated to be profitable and cash generative; d) the mine development plan had been established; and e) the results of exploration data including internal and external assessments.

Where capitalised costs relate to both development projects and exploration projects, the Group reclassifies a portion of the costs which are considered attributable to near-term production based on a percentage of the ore resource expected to be mined in the relevant phase. Judgement was involved in determining the percentage split of capitalised costs between exploration expenditure and costs that relate to the development stage asset and should be transferred to PPE. In calculating the percentage split, the key inputs were total ore resource, ore resource for Phase One, nameplate capacity of the plant and estimated timing for Phase Two.

3. Adoption of new and revised standards

The Company adopted IFRS 9 "Financial Instruments" and IFRS 15 "Revenue from Customers" in the year, following the standards becoming effective for periods commencing on or after 1 January 2018.

IFRS 9 "Financial instruments" addresses the classification and measurement of financial assets and financial liabilities and replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through other comprehensive income (OCI) and fair value through profit or loss. The basis of classification depends on the entity's business model and the contractual cash flow characteristics of the financial asset. There is now a new expected credit loss model that replaces the incurred loss impairment model used in IAS 39. The Group has applied the modified retrospective approach to transition. The adoption of IFRS 9 did not result in any material change to the consolidated results of the Group. Following assessment of the consolidated financial assets and liabilities no changes to classification of those financial assets or liabilities was required, apart from the change in classification of financial assets from loans and receivables to amortised cost. The Group has applied the expected credit loss impairment model to its financial assets.

IFRS 15 introduced a single framework for revenue recognition and clarified principles of revenue recognition. This standard modifies the determination of when to recognise revenue and how much revenue to recognise. The core principle is that an entity recognises revenue to depict the transfer of promised goods and services to the customer of an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Whilst the Group is not yet revenue generating from its primary activity (the sale of tin), the Group does generate immaterial revenue from the sale of sand. The adoption of IFRS 15 has had the result of income from the sale of sand being reclassified from other income to revenue.

Accounting standards and interpretations not applied

Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group:

Amendments to existing standards

The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the Group based on current operations.

New standards

The requirements of IFRS 16 extend to certain service contracts, such as mining contractors in which the contractor provides services and the use of assets, which may impact the Group going forward as it moves into production and enters into new contracts. The Group is currently assessing the impact of IFRS 16.

4. Segmental reporting

The reporting segments are identified by the management steering committee (who are considered to be the chief operating decision-makers) by the way that the Group's operations are organised. As at 28 February 2019, the Group operated within two operating segments, tin exploration activities in Namibia and South Africa.

Segment results

The following is an analysis of the Group's results by reportable segment.

The reconciliation of segmental gross loss to the Group's loss before tax is as follows:

Unallocated costs mainly comprise of corporate overheads and costs associated with being listed in London.

In the prior period, unallocated costs mainly comprised one-off professional fees in relation to the incorporation and listing of the Company as well as a one-off cost of issuing shares to staff at £nil consideration.

Other segmental information

Unallocated net assets are mainly comprised of cash and cash equivalents which are managed at a corporate level.

5. Expenses by nature

The loss for the period has been arrived at after charging:

6. Staff costs

Key management personnel have been identified as the Board of Directors, Frans van Daalen (Chief Operating Officer of the Group) and Robert Sewell (Chief Financial Officer of the Group). Details of key management remuneration are shown in Note 23.

The average number of staff during the year was 22 (February 2018: 12) with an average total cost for the year of £52 693 (February 2018: £16 309).

Emoluments of £172 210 including £45 562 of share options and shares to be issued (February 2018: £124 050 including £78 000 worth of shares issued at listing) were paid in respect of the highest paid Director during the year.

7. Finance income

8. Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Accumulated losses in the subsidiary undertakings for which there is an unrecognised deferred tax asset are £842 560 (February 2018: £322 353).

9. Loss per share

From continuing operations

The calculation of a basic loss per share of 0.23 pence (February 2018: loss per share of 0.83 pence), is calculated using the total loss for the period attributable to the owners of the Company of £1 050 074 (February 2018: £1 533 464) and the weighted average number of shares in issue during the year/period of 465 473 041 (February 2018: 184 033 537).

Due to the loss for the year, the diluted loss per share is the same as the basic loss per share. The number of potentially dilutive ordinary shares, in respect of share options, warrants and shares to be issued is 48 566 727 (February 2018: 1 897 922). These potentially dilutive ordinary shares may have a dilutive effect on future earnings per share.

99 613 074 ordinary shares with no par value were issued on 22 May 2019. Refer to Note 22 for further details.

10. Asset acquisitions

Acquisition of Greenhills Resources Limited ("Greenhills") in the prior period

On 8 November 2017, the Group completed the acquisition of Greenhills which through its subsidiaries has interests in tin exploration projects in South Africa. The consideration of £3 328 313 was satisfied by the issue of 85 341 358 ordinary shares of the company which were issued partially to Bushveld Minerals Limited, a company listed on the AIM market in London, the previous owner of Greenhills and partially to Bushveld Minerals shareholders. Due to the lack of processes and outputs relating to Greenhills at the time of purchase, the Board does not consider the entities acquired to meet the definition of a business. As such, the Group has accounted for the acquisition of Greenhills as an asset purchase.

The relative fair values of the identifiable assets and liabilities acquired and included in the consolidation are:

Acquisition of Dawnmin Africa Investments Pty Limited ("Dawnmin") in the prior period (now known as AfriTin Mining (Namibia) Pty Limited)

On 9 November 2017, the Group completed the acquisition of Dawnmin which through its subsidiary has interests in tin exploration projects in Namibia. The consideration of £2 749 349 was satisfied by the issue of 70 336 290 ordinary shares of the company which were issued to Naminco Limited, the previous owner of Dawnmin as well as stamp duty costs. Due to the lack of processes and outputs relating to Dawnmin at the time of purchase, the Board does not consider the entities acquired to meet the definition of a business. As such, the Group has accounted for the acquisition of Dawnmin as an asset purchase.

The relative fair values of the identifiable assets and liabilities acquired and included in the consolidation are:

Acquisition of Tantalum Investment Pty Limited ("Tantalum Investment") in the current year

On 2 October 2018, the Group completed the acquisition of Tantalum Investment which has interests in tin exploration projects in Namibia. The consideration of £850 000 was settled by way of issue of 25 000 000 ordinary shares of the Company which were issued to a group of sellers. Due to the lack of processes and outputs relating to Tantalum Investment at the time of purchase, the Board does not consider the entity acquired to meet the definition of a business. As such, the Group has accounted for the acquisition of Tantalum Investment as an asset purchase.

The relative fair values of the identifiable assets and liabilities acquired and included in the consolidation are:

11. Intangible exploration and evaluation assets

For the purposes of impairment testing, the intangible exploration and evaluation assets are allocated to the Group's cash-generating unit, which represents the lowest level within the Group at which the intangible exploration and evaluation assets are measured for internal management purposes, which is not higher than the Group's operating segments as reported in Note 4.

The amounts for intangible exploration and evaluation assets represent costs incurred on active exploration projects. Amounts capitalised are assessed for impairment indicators under IFRS 6 at each period end as detailed in the Group's accounting policy. In addition, the Group routinely reviews the economic model and reasonably possible sensitivities and considers whether there are indicators of impairment.

The directors have concluded that there are no indications of impairment in respect of the carrying value of exploration and evaluation assets at 28 February 2019 and 28 February 2018 based on planned future development of the projects and current and forecast tin prices. In making this assessment a tin price of USD 20 600/tonne (February 2018: USD 20 000/tonne) was used.

The Company's subsidiary, Greenhills Resources Limited has the following:

i) a 74% interest in Renetype Pty Limited ("Renetype") which holds an interest in Prospecting Right 2205.

ii) an 85% interest in Uis Tin Mine Company Pty Limited ("Uis Tin Mine") which holds an interest in mining rights, ML129, ML133 and ML134.

iii) a 50% interest in Jaxson 641 Pty Limited ("Jaxson") which holds an interest in Prospecting Right 428.

iv) a 74% interest in Zaaiplaats Mining Pty Limited ("Zaaiplaats") which holds an interest in Prospecting Right 183.

The Company has a 100% interest in Tantalum Investment Pty Limited ("Tantalum") which holds an interest in Exclusive Prospecting Licence 5445 and Exclusive Prospecting Licence 5670.

12. Property, plant and equipment

13. Trade and other receivables

The Directors consider that the carrying amount of trade and other receivables approximates to their fair value due to their short-term nature. No allowance for any expected credit losses against any of the receivables is provided.

The total trade and other receivables denominated in South African Rand amount to £80 662 (February 2018: £55 102) and denominated in Namibian Dollars amount to £316 307 (February 2018: £57 335).

14. Cash and cash equivalents

Cash and cash equivalents (which are presented as a single class of assets on the face of the Statement of Financial Position) comprise cash at bank and other short-term highly liquid investments with an original maturity of three months or less. The Directors consider that the carrying amount of cash and cash equivalents approximates their fair value. The total cash and cash equivalents denominated in South African Rand amount to £82 287 (February 2018: £151 514), the total cash and cash equivalents denominated in Namibia Dollars amount to £660 190 (February 2018: £56 275) and the total cash and cash equivalents denominated in US Dollars amount to £132 (February 2018: £132).

15. Trade and other payables

Trade and other payables principally comprise amounts outstanding for trade purchases and on-going costs. The average credit period taken for trade purchases is 30 days.

The Group has financial risk management policies in place to ensure that all payables are paid within the pre-arranged credit terms. No interest has been charged by any suppliers as a result of late payment of invoices during the period.

The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

The total trade and other payables denominated in South African Rand amount to £149 684 (February 2018: £214 352) and £179 394 (February 2018: £171 039) is denominated in Namibian Dollars.

16. Environmental rehabilitation liability

Provision for future environmental rehabilitation and decommissioning costs are made on a progressive basis. Estimates are based on costs that are regularly reviewed and adjusted appropriately for new circumstances. The environmental rehabilitation liability is based on disturbances and the required rehabilitation as at 28 February 2019.

The rehabilitation provision represents the present value of decommissioning costs relating to the dismantling and sale of mechanical equipment and steel structures related to the Phase 1 Pilot Plant, the demolishing of civil platforms and reshaping of earthworks. The provision is based on management's estimates and assumptions based on the current economic environment. Actual rehabilitation and decommissioning costs will ultimately depend upon future market prices for the necessary rehabilitation works and timing of when the mine ceases operation.

17. Share capital

Authorised: 673 396 387 ordinary shares of no par value

Allotted, issued and fully paid: 544 588 525 shares of no par value

On 23 May 2018, an accelerated bookbuild and subscription process was undertaken and gross proceeds of £6m was raised. The Placing of 220 515 292 shares was done at a price of 2.7p per share. A resolution to issue the new ordinary shares was passed at a General Meeting on 14 June 2018.

On 17 August 2018, 1 591 304 ordinary shares of no par value were issued to Hannam & Partners Advisory Limited at 3.45p in lieu of a payment of £54 900, being part of their fees in relation to the capital raise that took place in June 2018.

On 2 October 2018, AfriTin Mining Limited acquired the entire issued share capital of Tantalum Investment Pty Limited, containing Namibian exploration licenses EPL5445 and EPL5670 for the exploration of tin, tantalum and other associated minerals from Jan Jonathan Serfontein. The purchase price of £850 000 was settled by way of issue of 25 000 000 ordinary shares in the Company, at a price of 3.40p.

18. Warrants

The following warrants were granted during the year ended 28 February 2019:

The following warrants were granted during the period ended 28 February 2018:

The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs were:

In accordance with the terms of a Demerger Agreement between Bushveld Minerals Limited and AfriTin Mining Limited (see Note 10), Bushveld warrant holders are entitled to exercise the same amount of warrants in AfriTin for £nil consideration subject to the demerger ratio of 0.0899. This agreement effectively gave rise to 43 120 AfriTin warrants on admission. In the period to 28 February 2018, 17 137 of these warrants were exercised. The remaining 25 983 of these warrants expired during the year ended 28 February 2019.

The warrants in issue during the year are as follows:

The warrants outstanding at the period-end have an average exercise price of £0.043, with a weighted average remaining contractual life of 1.83 years.

In the period ended 28 February 2019, the Group recognised a charge amounting to £48 868 (February 2018: £29 783) which was deducted from share capital as the warrants were issued as consideration for professional fees in relation to the issue of shares.

19. Share-based payments reserve

Director share options

The following director share options were granted during the year ended 28 February 2019:

The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs were:

The director share options in issue during the period are as follows:

The director share options outstanding at the year-end have an average exercise price of £0.058, with a weighted average remaining contractual life of 4.29 years.

The director must remain as a director of the Company for the share options to vest. There are no market-based vesting conditions on the share options.

Employee share options

The following employee share options were granted during the year ended 28 February 2019:

The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs were:

The employee share options in issue during the period are as follows:

The employee share options outstanding at the year-end have an average exercise price of £0.058, with a weighted average remaining contractual life of 4.59 years.

The employee must remain in employment with the Company for the share options to vest. There are no market-based vesting conditions on the share options.

Director shares to be issued

Directors fees of £24 050 are owing to the directors at the end of the year (February 2018: £nil). These fees will be settled through issuing a fixed number of shares. The corresponding credit has been recorded in the share-based payment reserve.

Employee shares to be issued

Employee salaries of £41 248 are owing to employees at the end of the year (February 2018: £nil). These fees will be settled through issuing a fixed number of shares. The corresponding credit has been recorded in the share-based payment reserve.

20. Financial instruments

The Group is exposed to the risks that arise from its use of financial instruments. This note describes the objectives, policies and processes of the Group for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

Capital Risk Management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing returns to shareholders. In order to maintain or adjust the capital structure, the Group may issue new shares or arrange debt financing.

The capital structure of the Group consists of cash and cash equivalents and equity, comprising issued capital and retained losses.

The Group is not subject to any externally imposed capital requirements.

Significant accounting policies

Details of the significant accounting policies and methods adopted including the criteria for recognition, the basis of measurement and the bases for recognition of income and expenses for each class of financial asset, financial liability and equity instrument are disclosed in note 2.

Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

· Trade and other receivables

· Cash and cash equivalents

· Trade and other payables

Categories of financial instruments

The Group holds the following financial assets:

The Group holds the following financial liabilities:

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group's risk management objectives and policies. The Board receives reports through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are set out below:

Credit risk

The Group's principal financial assets are bank balances and trade and other receivables.