Condensed Consolidated Statement of Cash Flows

for the six-month period ended 31 December 2024

Notes to the condensed consolidated interim financial information

1       GENERAL INFORMATION

Kazera is public limited company incorporated and domiciled in the United Kingdom; its Ordinary shares are quoted on AIM of the London Stock Exchange.

2       BASIS OF PREPARATION

The accounting policies, methods of computation and presentation used in the preparation of the condensed consolidated interim financial information are the same as those used in the Group's audited financial statements for the year ended 30 June 2024. There have been no changes to the reported figures as a result of any new reporting standards or interpretations.

The condensed interim financial statements have been prepared in accordance with the requirements of the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 30 June 2024, which have been prepared in accordance with international accounting standards in conformity with the Companies Act 2006.

The financial information set out in this interim report is unaudited and does not constitute statutory accounts as defined in section 434 of the Companies Act 2006.  The Company's statutory financial statements for the period ended 30 June 2024, prepared under international accounting standards in conformity with the Companies Act 2006, have been filed with the Registrar of Companies.  The auditor's report on those financial statements was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

Comparatives

The Group has presented comparatives for the statement of comprehensive income, statement of cash flows and statement of changes in equity for the six months ended 31 December 2023; and a statement of financial position as at 31 December 2023 and 30 June 2024 in accordance with the requirements of the AIM Rules for Companies.

Risks and uncertainties

The Board continuously assesses and monitors the key risks of the business. The key risks that could affect the Company's medium-term performance and the factors that mitigate those risks have not substantially changed from those set out in the Company's 2024 Annual Report and Financial Statements, a copy of which is available on the Company's website, www.kazeraglobal.com.

Critical accounting estimates and judgements

The preparation of condensed interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in the Company's 2024 Annual Report and Financial Statements. The nature and amounts of such estimates have not changed during the interim period.

Going Concern

The financial statements have been prepared assuming the Group and Company will continue as a going concern.

The Company prepares and routinely maintains a cash flow forecast; the directors have, with reference to the cash flow forecast considered a number of potential scenarios under which the Company's ability to continue as a going concern is assessed.

In assessing whether the going concern assumption is appropriate, the directors have taken into account all available information for the foreseeable future; in particular for the 12 months from the date of approval of these financial statements and performed sensitivity analysis thereon. This assessment includes consideration of the cash receipts arising from the disposal of the Group's operations in Namibia, and in South Africa, the Group's future plans, expenditure commitments, and cost reduction measures that can be implemented and permitting requirements.

The Directors' estimates are dependent principally upon the Group's mining operations coming into operation as planned and a solution found, to the challenges experienced in receiving the remaining funds from the sale of African Tantalum Pty Ltd. The Directors are confident that further funds could be raised to meet any shortfall in the event that insufficient funds are received timeously, or operations are delayed or underperform.

In view of the facts that the Group's mining operations are not yet in full operation and the proceeds arising from the sale of the Company's former subsidiary, African Tantalum Pty Ltd have not yet been received in full (as further explained in Note 4 below), the Directors consider that a material uncertainty exists as to the Company's ability to continue as a going concern.

3       EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

4       TRADE AND OTHER RECEIVABLES

Sale of Aftan

Included within 'other receivables' is £6,364k (2023: £7,207k) with respect to the outstanding amounts due on the sale of Aftan.

In December 2022, the Company agreed to sell Aftan to Hebei Xinjian Construction for US$13,000,000, such amount including the repayment of Aftan's intercompany loan balance.

Whilst the sale transaction has not proceeded in accordance with the agreed terms of the sale and purchase agreement, the directors remain confident that the carrying value of the deferred consideration is appropriate.

The amount recorded in the Company's accounts in accordance with IFRS does not include amounts that may be determined to be payable as a result of the Company's ongoing arbitration process, or any subsequent legal action.

5       DEFERRED REVENUE

On 13 December 2024, the Company announced that its subsidiary, WHM had signed a sales and offtake agreement with Fujax South Africa (Pty) Ltd ("Fujax"), in respect of which, £228k (US$300k) was prepaid to WHM, in December 2024.

6       ACQUSITION OF ADDITIONAL INTEREST IN SUBSIDIARIES   

On 3 August 2024, the Company entered into an agreement with Tectonic Gold PLC ("Tectonic") to purchase Tectonic's 10% shareholdings in each of Deep Blue Minerals (Pty) Ltd ("DBM") and Whale Head Minerals (Pty) Ltd ("WHM"), along with Tectonic's economic interest in loans owed to it by WHM's Black Economic Empowerment ("BEE") partners. Following this acquisition, Kazera's legal and beneficial interest in WHM increased from 60% to 70%, and its legal interest in DBM, from 90% to 100% (of which 74% is beneficial, and 26% is held by Kazera on behalf of BEE partners).

The loans acquired as a part of the transaction were classified as fair value through profit and loss (FVTPL) and recognised at fair value at the date of transaction.

7       EVENTS AFTER THE REPORTING PERIOD      

Following the period end, in January 2025, the Company received an additional £228k (US$300k) from Fujax in respect of the sales and offtake agreement.