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BRD Bluerock Diamonds Plc

2.00
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Last Updated: 01:00:00
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Share Name Share Symbol Market Type Share ISIN Share Description
Bluerock Diamonds Plc LSE:BRD London Ordinary Share GB00BKKJK954 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 2.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

BlueRock Diamonds PLC Interim Results (2243M)

20/09/2021 7:00am

UK Regulatory


Bluerock Diamonds (LSE:BRD)
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RNS Number : 2243M

BlueRock Diamonds PLC

20 September 2021

BlueRock Diamonds PLC / AIM: BRD / Sector: Natural Resources

20 September 2021

BlueRock Diamonds Plc ("Bluerock" or the "Company")

Interim Results

BlueRock Diamonds, the AIM listed diamond mining company, which owns and operates the Kareevlei Diamond Mine ('Kareevlei') in the Kimberley region of South Africa, is pleased to announce its interim results for the six months ended 30 June 2021 .

HIGHLIGHTS - June 2021 versus June 2020

Operational Results

   --    34% increase in tonnes processed to 221,000 
   --    33% increase in grade to 4.1 cpht 
   --    79% increase in carats produced to 8,949 
   --    40% increase in sales price to USD436 per carat 

Overall Increase in Mineral Resource

   --    49% increase in tonnes to c10,370,000 
   --    4% increase in grade to 5cpht 
   --    53% increase in carats to 516,200 

Expansion Project

-- Project management/plant build company brought in to support management in both the plant expansion and mining development

   --    Crushing Circuit commissioned and brought into operation in Q1 

-- Specially designed screen ordered for delivery in late September following significant test work after issues were identified with the primary screen

-- New dates set for the wet plant commissioning to September and overall plant to be fully operational in October 2021

Financials

   --    118% increase in revenue to GBP2.8 million 
   --    64% reduction in operating loss to GBP538,000 

CHAIRMAN'S STATEMENT

The first half of the year has been a challenging one and despite the delays in the expansion project, good progress has been made on a number of fronts. The Company announced a significant increase to its Mineral Resource ("resource"), is now on the verge of fully commissioning the transformational 1 million tonne per annum ('Mtpa') expansion project, put in place supporting financial arrangements and delivered positive operational results. The market rebounded in early 2021 with excellent prices achieved throughout the period and there is a very positive outlook for the remainder of 2021. Excitingly, the discovery of several large stones further confirmed the potential of the Kareevlei operation and strengthened the balance sheet.

As not all of our milestones were reached in the reporting period, the full positive impact of these have not been reflected in our H1 2021 financial results. Despite this, we are encouraged by the increase in first half revenues to GBP2.8 million, which provides a stable platform for the continued development of our Kareevlei Mine, which continues to produce diamonds of exceptional quality and ranks in the top ten in the world in terms of average value per carat.

Operations

 
 Mining (in tonnes      H1 2021   H1 2020   Increase 
  '000) 
 Waste (development)        646       305       111% 
                       --------  --------  --------- 
 Ore                        289       142       104% 
                       --------  --------  --------- 
 Total                      935       447       109% 
                       --------  --------  --------- 
 

Total mined tonnes in H1 2021 were double that of 2020. It is particularly important to note the large increase in the waste mining, which should be seen as an investment for the future as a lot of development work is ongoing to prepare the Main Pit to mine efficiently at deeper levels than was originally anticipated. The strip ratio in H1 2021 was 2.2, which is significantly higher than the life of mine strip ratio for the Main Pit of 1.8. Accordingly, the cash cost of the excess waste mining in H1 2021 was high with GBP258,000 of the mining costs capitalised, which will be amortised over the life of the Main Pit.

Processing

 
 Tonnes '000        H1 2021   H1 2020   Increase 
 Processed              221       165        34% 
                   --------  --------  --------- 
 Crushed                227       163        39% 
                   --------  --------  --------- 
 Grade                  4.1       3.0        33% 
                   --------  --------  --------- 
 Carats Produced      8,949     4,981        80% 
                   --------  --------  --------- 
 

We are pleased with the increase in production compared with H1 2020, even though a direct comparison is difficult because of the impact of COVID-19 in 2020 when we were forced to close for a period of 46 days. Production in Q2 at 189,000 tonnes was a record quarterly production and was a direct result of the old wet plant being fed with a more consistent supply of ore from the new crushing circuit. Q1 2021 was negatively affected by the extreme levels of rainfall in late December 2020 and January 2021, which hampered both mining and processing.

Historically, Q1 has been a difficult production quarter because of the impact of the rainy season on our poorly designed old plant and the mine planning. The new plant has been designed to minimise the impact of excessive rain which, combined with our strategy of moving into the rainy season with a significant stockpile of run of mine ore, should lead to a better performance in Q1 2022.

The grade of 4.1cpht for H1 2021 reached target levels and was a significant improvement over H1 2020, which was low due to the development mining required to amalgamate KV1 and KV2 into one larger Main Pit, which required mining at higher levels and near the pipe edge.

The increased production levels combined with an improvement in the grade led to a record level of carats produced, up a very encouraging 80% compared with H1 2020.

Sales

 
 Sales        H1 2021   H1 2020   Increase 
 Carats       9,113     5,680     60% 
             --------  --------  --------- 
 USD/Carat    436       311       40% 
             --------  --------  --------- 
 

Carats sold in H1 2021 were 60% higher than H1 2020.

Importantly, the price achieved for our diamonds recovered to above pre-COVID-19 levels (2019: USD415/carat). This was after a severe weakening in 2020, which saw prices fall to as low as USD263 per carat at the end of the year as all of the tender houses were closed and sales were made to private buyers eliminating the competitive nature of the tenders.

Tenders recommenced in January 2021 when we saw an immediate recovery of prices to above USD400 per carat, which was maintained throughout the period.

Market Overview /Outlook

The impact of COVID-19 on the supply chain of rough diamonds in 2020 and early 2021 a combined with the opening up of the retail markets as the global economy ramped up has resulted in a strong market in the first half of 2021. Our high-quality diamonds remain strongly sought after and the latest price trend places BlueRock amongst the producers with the highest price per carat in sales. The market remains firm, and we anticipate good prices in the second half of the year.

Large stones

Kareevlei continues to produce higher value diamonds and post the balance sheet date we have recovered our largest diamond to date. The large diamonds that we have recovered and sold this year are shown below:

 
 Date sold 2021    Carats   Value USD'000   Value per carat 
                                                    USD'000 
 August              14.3             236              16.5 
                  -------  --------------  ---------------- 
 August              58.6             585              10.0 
                  -------  --------------  ---------------- 
 August              21.6             268              12.4 
                  -------  --------------  ---------------- 
 May                  6.3              52               8.3 
                  -------  --------------  ---------------- 
 March                8.4              89              10.6 
                  -------  --------------  ---------------- 
 March               10.7              73               6.8 
                  -------  --------------  ---------------- 
 March                9.8              53               5.5 
                  -------  --------------  ---------------- 
 January             14.8             163              11.0 
                  -------  --------------  ---------------- 
 

Note: It is the Company policy to announce all stones sold with a value of in excess of USD50k.

The increased incidence of larger diamonds, particularly the 58.6 carat stone recovered in August 2021, provides further evidence to support our existing size frequency distribution chart, which indicates that we should recover more large carat diamonds than we have historically.

Mineral Resource Upgrade

In February 2021, we announced an increase in our resource as follows:

 
                                November    January       Increase 
                                 2018(1)     2021 
                                             (2) 
 
 Tonnes                         7,700,000 
 Tonnes mined since last 
  statement                     -735,000 
 Net Tonnes                     6,965,000   10,368,300   49% 
                               ----------  ----------- 
 Carats                         367,000 
 Mined carats since November 
  2018                          -29,982 
 Net Carats                     337,018     516,200      53% 
                               ----------  ----------- 
 CPHT                           4.83        5.0          4% 
                               ----------  -----------  ---------- 
 (1) November 2018 resource statement 
 (2) January 2021 resource statement 
 

The increase in the resource followed further drilling work in 2020 at KV1 and KV2 to establish that the resource continues at depth and to confirm that KV1 covered a bigger area than was captured in the 2018 Resource Statement. The increase in the resource by approximately 50% is important as it established Kareevlei's life of mine at a minimum of 10 years at a depletion rate of 1Mtpa.

The increase in resource by pipe is shown below:

 
                                Tonnes                Carats           Grade (cpht) 
                         Nov '18     Feb '21     Nov '18   Feb '21   Nov '18   Feb '21 
                       ----------  -----------  --------  --------  --------  -------- 
 Indicated Resources 
                       ----------  -----------  --------  --------  --------  -------- 
 KV1                            0    1,131,500         0    69,500         0       6.1 
                       ----------  -----------  --------  --------  --------  -------- 
 KV2                            0      867,200         0    39,100         0       4.5 
                       ----------  -----------  --------  --------  --------  -------- 
 Total Indicated                     1,998,700         0   108,600         0       5.4 
                       ----------  -----------  --------  --------  --------  -------- 
 Inferred Resource 
                       ----------  -----------  --------  --------  --------  -------- 
 KV1                    1,561,400    2,555,700    97,000   155,500       6.2       6.1 
                       ----------  -----------  --------  --------  --------  -------- 
 KV2                    1,909,700    1,478,500    86,600    65,800       4.5       4.5 
                       ----------  -----------  --------  --------  --------  -------- 
 KV3                    3,629,200    3,629,200   152,000   152,000       4.2       4.2 
                       ----------  -----------  --------  --------  --------  -------- 
 KV5                      644,300      706,200    31,400    34,300       4.9       4.9 
                       ----------  -----------  --------  --------  --------  -------- 
 Total Inferred         7,744,600    8,369,600   367,000   407,600       4.7       4.9 
                       ----------  -----------  --------  --------  --------  -------- 
 
 Grand Total            7,744,600   10,368,300   367,000   516,200       4.7       5.0 
                       ----------  -----------  --------  --------  --------  -------- 
 

In addition to an increase in the overall resource at KV1 and KV2, a significant proportion of the resource has been upgraded to Indicated from Inferred, further establishing our confidence in the economic fundamentals of the resource. Work has yet to be undertaken on an unexplored area in KV3, which is our biggest pit by far with a surface area of 5.6 hectares. Our expectation is that once we start exploring KV3 further, then the size of that resource has the potential to increase significantly. We plan to complete the evaluation work on KV3 in 2022.

Plant Expansion

At 30 June 2021, the project to transform production levels from circa 400,000 tonnes per annum to 1Mtpa was well advanced and despite the delays and the various cost increases, we believe that the extra time and cost will result in a more robust production plant capable of producing the targeted 1Mtpa.

The cost increases and delay are largely linked to a change in the design where we had originally planned to utilise a significant amount of the existing plant. Over time and with the help of our specialist project management team that were appointed in Q1 2021, we have upgraded the design of the new plant in order to give us greater certainty in achieving the higher production volumes.

Post 30 June 2021, the project has continued to advance; this is discussed in post balance sheet events below.

Power Supply

We continue to investigate how best to move away from our total reliance on diesel. We have appointed a specialist to review this, and we are currently considering a number of options, which include linking up to the national grid and a combination of solar and diesel.

Given the problems faced by the South African electricity company, Eskom, even if we do connect to the grid, we will require diesel generators for the periods when there is no supply, which we estimate could be as high as 30% of the time. In conjunction with this and despite Kareevlei's remote location, your Board is conscious and supportive of reducing the carbon footprint where possible and as part of the process we are investigating with solar providers the best way of financing such a plant and expect to make a decision on an overall Power Upgrade in Q1 2022.

Sorting House/Security upgrade

The Company commenced an upgrade of its Sorting Facility in Kimberly to accommodate the higher production and improve the overall security of the operation. This project will be completed in Q3 2021.

COVID-19

COVID-19 remains an issue in South Africa, and we continue to have confirmed cases on the mine. We have implemented procedures to comply with the regulations and during 2021 to date, COVID-19 has had a limited impact on our ability to operate.

Financials

In the first half of 2021, the Company made an operating loss of GBP538,000 on turnover of GBP2,817,000, compared with a loss of GBP1,498,000 on turnover of GBP1,292,000 in the first half of 2020.

The reduction in the operating loss was due to the increased revenue arising from significantly higher pricing of our diamonds, improved grade, and increased production volumes, although it should be noted that H1 2020 was impacted by the closure of the mine due to COVID-19.

Unrestricted cash and near cash as at 30 June 2021 was GBP609,000 including GBP558,000 due to be paid for diamonds sold in the June tender for which funds were not received until early July 2021. In addition, as at 30 June 2021, amounts outstanding from the Teichmann Group (and connected parties) was GBP199,000 in accordance with the terms of the equity subscription in February 2021. A further GBP1,474,000 was, subject to completion of formal documentation due to be received in 11 equal monthly instalments.

Financing

In March 2021, the Company raised gross proceeds of GBP1.5 million by way of a placing and subscription, which was required to fund the delays and increase in the expansion project cost, in part due to the impact of COVID-19 and the excessive rainfall in December 2020 and January 2021.

In May 2021, the Company entered into Heads of Terms with Teichmann to invest a further GBP1.61 million into the Company through a loan which, subject to Takeover Panel and shareholder approval, will become a convertible loan note ('CLN'). We also entered into Heads of Terms in relation to extending the credit period granted by Teichmann SA (Pty) Limited, our mining contractor and biggest supplier.

This funding (the "Teichmann Financing") provided us with the capital to deliver the expansion project while providing the working capital to further develop mining operations. In addition, we will benefit from a further strengthening of our already close working relationship with Teichmann, which will provide a greater depth of expertise at the operational and management level in South Africa.

Under the terms of the revised agreement, as announced on 27 August 2021, the CLN totalling GBP1.61 million will have a strike price of 40p, a three and half -year term and a 14.5% coupon compounding annually. Interest will roll up and be paid at maturity, repayment or on conversion. The CLN will be convertible three months after issue at any time by Teichmann and by BlueRock if the Company's share price is above 60p. Any future conversion of the proposed CLN will require shareholder approval of additional Company authorities to issue new shares and is also expected to require prior approval from The Panel on Takeovers and Mergers and approval, through a vote of independent shareholders, in accordance with the whitewash provisions to afford Teichmann (and its concert party) a dispensation from the obligation under Rule 9 of The Takeover Code to make a mandatory offer for the Company. In the event that shareholders do not approve the future conversion of the CLN, , then within one month of the expiry of the term of the SLN of 31 October 2021, BlueRock will be required to repay the higher of a) all amounts invested by Teichmann plus the interest on the entire amount of the loan for the full term; and b) all amounts invested by Teichmann plus the market value of the shares assuming that the convertible had run its full term less the principal amount of the CLN. On conversion, the interest on the full amount of the loan for the entire term will be added to the principal amount of the CLN prior to conversion. Assuming that no further shares are issued prior to conversion and should the requisite approvals noted above have been received, on conversion, the Teichmann Concert Party will hold approximately 49% of the enlarged issued share capital of the Company.

On 27 August 2021 formal documentation was concluded between Teichmann and the Company to subscribe for the initial loan which, subject to Shareholder approval at a meeting to be held on the 20 September 2021 will be automatically replaced with the CLN described above.

Teichmann will pay for the convertible in 12 equal instalments from 1 June 2021. At the date of this report Teichmann had made four payments totalling GBP537,000.

Board Appointment

We were delighted to welcome Rob Croll to the Board as a Non -Executive Director in May 2021. Rob is importantly South African based and a qualified mining engineer and brings a wealth of operational and project development experience in Africa; he will provide a strong independent perspective to our expanding operation in South Africa. Rob is also a director of Kareevlei. Rob has had an immediate impact with his ability to visit the operations regularly. The Company expects that Teichmann will also take up its existing right to appoint a director in due course.

Guidance

We have reviewed our guidance for 2021 which reflects the continued uncertainty over the speed of the ramp up once the new plant is fully operational.

Current guidance for the 2021 and 2022 compared to the previous 2021 guidance and 2020 performance is as follows:

 
                        Revised 2021      Previous 2021      2022 guidance   2020 actual 
                            guidance           guidance 
 Carats produced    22,000 to 26,000   24,000 to 28,000   40,000 to 43,000        15,371 
                   -----------------  -----------------  -----------------  ------------ 
 Grade                    4.0 to 4.3         4.0 to 4.5         4.0 to 4.3           3.8 
                   -----------------  -----------------  -----------------  ------------ 
 Value per carat 
  USD                     400 to 440         400 to 440                400           295 
                   -----------------  -----------------  -----------------  ------------ 
 Revenue USDm            8.8 to 11.6        9.6 to 12.3       16.0 to 17.2           3.6 
                   -----------------  -----------------  -----------------  ------------ 
 

The guidance for 2022 remains the same as it reflects a full year of operations.

Post Balance Sheet Events

Since 30 June 2021, we have made great strides in completing our expansion project. The crushing circuit has been operating well for several months but it was agreed that a new larger primary screen was necessary; this specially designed screen will be delivered and fitted in late September. The new plant has two processing lines, and it was agreed in order to minimise the disruption to production that one line would be fully commissioned first; this line is currently being hot commissioned and will be fully operational in late September. The second line will be hot commissioned after 2 pans are moved over from the old plant and brought into production by mid- October. It is planned to then ramp up the whole plant to the targeted 1Mtpa production level in the second half of October.

The sales value of our diamonds continues to be strong as highlighted by the recently announced three large stones sold for USD1.1 million in the August tender, which brough the overall tender result to a record USD2.1 million (previous highest USD900,000) at an average price of USD800 per carat.

I would like to thank everyone at BlueRock and Kareevlei, as well as our shareholders and key stakeholders for their continued efforts and support.

Mike Houston

Chairman

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 30 JUNE 2021

Consolidated Statement of Financial Position

 
                                                    As at         As at         As at 
                                                   30 June       30 June      31 December 
                                                     2021          2020          2020 
                                                  Unaudited     Unaudited       Audited 
                                          Note       GBP           GBP            GBP 
 Assets 
 Non-current assets 
 Property, plant, and equipment            5       4,113,487     1,136,229      2,344,335 
 Right-of-use assets                       5         559,945       479,522        520,795 
 Mining assets                             5         860,290       391,352        560,332 
 Other receivables                         7         522,343       301,344        425,319 
                                                   6,056,065     2,308,447      3,850,781 
                                                ------------  ------------  ------------- 
 Current assets 
 Inventories                               6         822,699       453,108        458,308 
 Trade and other receivables               7       1,129,013       186,031        162,163 
 Cash and cash equivalents (including 
  restricted cash)                         8         271,557       728,909        569,962 
                                                ------------  ------------  ------------- 
                                                   2,223,269     1,368,048      1,190,433 
                                                ------------  ------------  ------------- 
 
 Total assets                                      8,279,334     3,676,495      5,041,214 
                                                ------------  ------------  ------------- 
 Equity and liabilities 
 Equity Attributable to Equity Holders 
  of the Parent 
 Share capital                             10        706,050       262,900        454,333 
 Share premium                             10      8,656,201     5,747,980      6,885,796 
 Retained losses                                 (6,880,518)   (7,177,235)    (7,223,054) 
 Other reserves                                    2,711,584     3,691,010      3,393,154 
                                                ------------  ------------  ------------- 
                                                   5,193,317     2,524,655      3,510,229 
 
 Non-controlling interest                        (2,479,235)   (1,902,883)    (2,261,809) 
                                                   2,714,082       621,772      1,248,420 
                                                ------------  ------------  ------------- 
 Liabilities 
 Current liabilities 
 Trade and other payables                  11      2,788,324       634,869      1,237,563 
 Borrowings                                12        683,073       171,507        696,206 
 Lease liabilities                         12         17,496         7,872         24,785 
                                                ------------  ------------  ------------- 
                                                   3,488,893       814,248      1,958,554 
                                                ------------  ------------  ------------- 
 
 
 Non-current liabilities 
 Borrowings                      12     924,666   1,452,367     828,300 
 Lease liabilities               12     620,086     504,521     551,743 
 Provisions                      13     531,607     283,587     454,197 
                                     ----------  ----------  ---------- 
                                      2,076,359   2,240,475   1,834,240 
 
 Total liabilities                    5,565,252   3,054,723   3,792,794 
                                     ----------  ----------  ---------- 
 
 Total equity and liabilities         8,279,334   3,676,495   5,041,214 
                                     ----------  ----------  ---------- 
 
 

Consolidated Statement of Comprehensive Income

 
                                                  6 months      6 months      12 months 
                                                    ended         ended        ended 31 
                                                   30 June       30 June       December 
                                                     2021          2020          2020 
                                                  Unaudited     Unaudited      Audited 
                                          Note       GBP           GBP           GBP 
---------------------------------------  -----  ------------  ------------  ------------ 
 
 
 Revenue from contracts with customers             2,816,862     1,292,056     3,601,819 
 Other income                                          4,149           641         1,062 
 Operating expenses                              (3,359,639)   (2,790,880)   (5,877,695) 
 
 Operating loss                                    (538,628)   (1,498,183)   (2,274,814) 
 Finance income                                       13,599        13,086        24,209 
 Finance charges                                   (137,998)     (135,321)     (248,022) 
 Change in fair value of financial 
  instruments designated at FVTPL                      9,711       (9,725)         2,104 
 Foreign exchange (loss) / gain            3         140,403   (1,093,973)     (492,285) 
                                                ------------  ------------  ------------ 
 Loss before taxation                              (512,914)   (2,724,116)   (2,988,808) 
                                                ------------  ------------  ------------ 
 Taxation                                                  -             -             - 
                                                ------------  ------------  ------------ 
 Total loss for the period                         (512,914)   (2,724,116)   (2,988,808) 
                                                ------------  ------------  ------------ 
 
 Total loss for the period, net 
  of tax attributable to: 
 Owners of the parent                              (321,363)   (2,342,714)   (2,388,532) 
 Non-controlling interest                          (191,551)     (381,402)     (600,276) 
                                                   (512,914)   (2,724,116)   (2,988,808) 
 
 Other Comprehensive Income: 
 Exchange differences on translating 
  foreign operations                                (99,520)       936,266       397,605 
                                                ------------  ------------  ------------ 
 Total comprehensive loss, net of 
  tax                                              (612,434)   (1,787,850)   (2,591,203) 
                                                ------------  ------------  ------------ 
 
 Total comprehensive loss, net of 
  tax attributable to: 
 Owners of the parent                              (395,008)   (1,649,877)   (2,094,304) 
 Non-controlling interest                          (217,426)     (137,973)     (496,899) 
                                                   (612,434)   (1,787,850)   (2,591,203) 
                                                ------------  ------------  ------------ 
 
 Earnings per share - from continuing 
  activities 
  Basic and diluted                        15         (0.05)        (1.00)        (0.35) 
 

Consolidated Statement of Changes in Equity

 
                    Share capital      Share premium   Retained losses          Other          Total   Non-controlling         Total 
                                                                             reserves   attributable          interest        equity 
                                                                                           to equity 
                                                                                          holders of 
                                                                                           the Group 
                              GBP                GBP               GBP            GBP            GBP               GBP           GBP 
 Balance at 1 
  January 2020:           162,900          4,147,980       (5,120,207)      3,118,484      2,309,157       (1,764,910)       544,247 
 Loss for the 
  period                        -                  -       (2,342,714)              -    (2,342,714)         (381,402)   (2,724,116) 
 Other 
 comprehensive 
 income: 
 Foreign 
  exchange 
  movements                     -                  -                 -        692,837        692,837           243,429       936,266 
                  ---------------  -----------------  ----------------  -------------  -------------  ----------------  ------------ 
 Total 
  comprehensive 
  loss:                         -                  -       (2,342,714)        692,837    (1,649,877)         (137,973)   (1,787,850) 
 Transactions 
 with 
 shareholders: 
 Issue of share 
  capital                 100,000          1,600,000                 -              -      1,700,000                 -     1,700,000 
 Issue of share 
  options                       -                  -                 -        165,375        165,375                 -       165,375 
 Transfer of 
  lapsed options 
  to accumulated 
  loss                          -                  -           285,686      (285,686)              -                 -             - 
                  ---------------  -----------------  ----------------  -------------  -------------  ----------------  ------------ 
 Total 
  transactions 
  with 
  shareholders:           100,000          1,600,000           285,686      (120,311)      1,865,375                 -     1,865,375 
                  ---------------  -----------------  ----------------  -------------  -------------  ----------------  ------------ 
 Balance at 30 
  June 2020 
  (unaudited):            262,900          5,747,980       (7,177,235)      3,691,010      2,524,655       (1,902,883)       621,772 
                  ===============  =================  ================  =============  =============  ================  ============ 
 
 Balance at 1 
  July 2020:              262,900          5,747,980       (7,177,235)      3,691,010      2,524,655       (1,902,883)       621,772 
 Loss for the 
  period                        -                  -          (45,818)              -       (45,818)         (218,874)     (264,692) 
 Other 
 comprehensive 
 income: 
 Foreign 
  exchange 
  movements                     -                  -                 -      (398,609)      (398,609)         (140,052)     (538,661) 
 Total 
  comprehensive 
  loss:                         -                  -          (45,818)      (398,609)      (444,427)         (358,926)     (803,353) 
 Transaction 
 with 
 shareholders: 
 Issue of share 
  capital                 191,433          1,347,261                 -              -      1,538,694                 -     1,538,694 
 Share issue 
  expenses                      -          (132,685)                 -              -      (132,685)                 -     (132,685) 
 Issue of share 
  options                       -                  -                 -        100,752        100,752                 -       100,752 
 Total 
  transactions 
  with 
  shareholders:           191,433          1,214,576                 -        100,752      1,506,761                 -     1,506,761 
                  ---------------  -----------------  ----------------  -------------  -------------  ----------------  ------------ 
 Balance at 31 
  December 2020           454,333          6,885,796       (7,223,054)      3,393,154      3,510,229       (2,261,809)     1,248,420 
                  ===============  =================  ================  =============  =============  ================  ============ 
 
 Balance at 1 
  January 2021:           454,333          6,885,796       (7,223,054)      3,393,154      3,510,229       (2,261,809)     1,248,420 
 Loss for the 
  period                        -                  -         (321,363)              -      (321,363)         (191,551)     (512,914) 
 Other 
 comprehensive 
 income: 
 Foreign 
  exchange 
  movements                     -                  -                 -       (73,645)       (73,645)          (25,875)      (99,520) 
 Total 
  comprehensive 
  loss:                         -                  -         (321,363)       (73,645)      (395,008)         (217,426)     (612,434) 
 Transaction 
 with 
 shareholders: 
 Issue of share 
  capital                 251,717          1,831,255                 -              -      2,082,972                 -     2,082,972 
 Share issue 
  expenses                      -           (60,850)                 -              -       (60,850)                 -      (60,850) 
 Issue of share 
  options                       -                  -                 -         55,974         55,974                 -        55,974 
 Transfer lapsed 
  share options 
  to retained 
  losses                        -                  -           663,899      (663,899)              -                 -             - 
 Total 
  transactions 
  with 
  shareholders:           251,717          1,770,405           663,899      (607,925)      2,078,096                 -     2,078,096 
                  ---------------  -----------------  ----------------  -------------  -------------  ----------------  ------------ 
 Balance at 30 
  June 2021 
  (unaudited)             706,050          8,656,201       (6,880,518)      2,711,584      5,193,317       (2,479,235)     2,714,082 
                  ===============  =================  ================  =============  =============  ================  ============ 
 

Consolidated Statement of Cash Flows

 
                                                6 months      6 months      12 months 
                                                  ended         ended          ended 
                                                 30 June       30 June      31 December 
                                                   2021          2020          2019 
                                                Unaudited     Unaudited       Audited 
                                                   GBP           GBP            GBP 
---------------------------------------  ---  ------------  ------------  ------------- 
 
 Operating activities 
 Cash used in operations                  14      (42,781)   (1,104,383)    (1,025,363) 
 
 Net cash used in operating activities            (42,781)   (1,104,383)    (1,025,363) 
 
 Investing activities 
 Purchase of property, plant and 
  equipment                               5    (1,813,073)      (47,173)    (1,268,083) 
 Proceeds on sale of property, plant 
  and equipment                           5              -        10,317          2,889 
 Movement in rehabilitation guarantee     7       (91,040)       (3,102)      (101,888) 
 
 Net cash used in investing activities         (1,904,113)      (39,958)    (1,367,082) 
 
 Financing activities 
 Proceeds on share issue                  10     1,237,160     1,634,406      2,895,784 
 Repayments of borrowings                 12      (93,151)     (116,088)      (245,237) 
 Loans drawn down                         12       136,170             -              - 
 Repayments of lease liabilities          12      (42,655)      (31,535)       (66,380) 
 Movement in restricted cash              8        (3,585)       (5,408)        (8,811) 
 
 Net cash received from financing 
  activities                                     1,233,939     1,481,374      2,575,356 
 
 Net (decrease) / increase in cash 
  and cash equivalents                           (712,955)       337,033        182,911 
                                              ------------  ------------  ------------- 
 Cash and cash equivalents at the 
  beginning of the period                 8        355,464       165,935        165,935 
 Foreign exchange differences                      408,798       (3,381)          6,617 
 
 Cash and cash equivalents at the 
  end of the period                       8         51,307       499,587        355,463 
                                              ------------  ------------  ------------- 
 
 
 

Notes to the Interim Consolidated Financial Statements

1. Accounting policies

1.1 General information and basis of preparation

The condensed interim consolidated financial statements (the "interim financial statements") are for the six-month period ended 30 June 2021.

These interim financial statements have not been audited or reviewed, and the financial information set out in this report does not constitute statutory accounts as defined by the Companies Act 2006. The comparative figures for the year ended 31 December 2020 were derived from the statutory accounts for the year to 31 December 2020, which have been delivered to the Registrar of Companies. Those accounts received an unqualified audit report which did not contain statements under sections 498(2) or (3) (accounting records or returns inadequate, accounts not agreeing with records and returns or failure to obtain necessary information and explanations) of the Companies Act 2006.

The interim financial statements have been prepared on the basis of the accounting policies set out in the December 2020 financial statements of BlueRock Diamonds plc, amended for new standards effective from 1 January 2021 and IAS 34 "Interim Financial Reporting" on a going concern basis. They are presented in sterling, which is also the functional currency of the parent company. They do not include all the information required in annual financial statements in accordance with IFRS and should be read in conjunction with the consolidated financial statements of the Group for the period ended 31 December 2020.

The interim financial statements have been approved for issue by the Board of Directors on 20 September 2021.

Going concern

The Group has prepared forecasts covering the period to 31 December 2022. Appropriate diligence has been

applied by the directors who believe that the forecasts are prepared on a realistic basis using the best available information. The Group had cash and near cash balances of GBP609,000 including GBP558,000 due to be paid for diamonds sold in the June tender for which funds would not be received until early July 2021, but excluding restricted cash. In addition, at 30 June 2021 there were committed funds of GBP199,000 due from Teichmann from its subscription in February 2021 and a further GBP1,474,000 , subject to completion of formal documentation, was due to be received from Teichmann in 11 equal monthly instalments.

In making its going concern assessment, the Board has considered, inter alia, a) the risks involved in completing the current expansion project; b) the ongoing potential impact of COVID-19 and c) the potential impact of the rainy season on production levels.

After review of these uncertainties the Directors have a reasonable expectation that the Group has adequate

resources to continue in operational existence for the foreseeable future. For this reason,

we continue to adopt the going concern basis in preparing this half year report and accounts of the Group.

1.2 Changes in accounting standards and disclosures

There are no changes to the accounting policies as described in the 2020 annual financial statements.

The other amendments or interpretation, which are effective in 2021 and relevant to the Group's operations, do not have a significant effect on the Group's accounting policies.

The Group has not early adopted any standard or amendments that have been issued but not yet effective.

2. Significant judgements and sources of estimation uncertainty

In the application of the Group's accounting policies the Directors are required to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The judgements, estimates and assumptions applied in the interim financial statements including the key sources of estimation uncertainty were the same as those applied in the financial statements for the period ended 31 December 2020.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

3. Foreign exchange (loss) / gain

 
                                6 months   6 months ended   12 months ended 
                                ended 30          30 June       31 December 
                                    June             2020              2020 
                                    2021              GBP               GBP 
                                     GBP        Unaudited           Audited 
                               Unaudited 
 Foreign exchange (loss) / 
  gain                           140,403      (1,093,973)         (481,779) 
                             -----------  ---------------  ---------------- 
 

The foreign exchanges (loss) / gain relate to the translation of balances denominated in foreign currencies at year-end exchange rates.

4. Segmental reporting

Operating segments are identified based on internal reports about components of the Group that are regularly reviewed by the chief operating decision maker to allocate resources to the segments and to assess their performance.

The Group's operations relate to the exploration for, and development of mineral deposits in the Kimberley region of South Africa and as such the Group has only one reportable segment. The non-current assets in the Kimberley region in June 2021 were GBP6,056,066 (June 2020: GBP2,308,446; December 2020: GBP3,850,781)

All revenue consists of sales of diamonds in South Africa through auctions as is customary in the industry. The Company sold its diamonds through auctions run by CS Diamonds (Pty) Ltd during the period. The Group entered into an agreement with Bonas-Cousyns NV, an independent diamond and gemstone brokerage firm, for its diamonds to be marketed in Antwerp in the future.

5. Property, plant and equipment

 
                           Cost / Valuation    Accumulated    Carrying value 
                             30 June 2021      depreciation    30 June 2021 
                                  GBP              GBP              GBP 
                                                                 Unaudited 
                          -----------------  --------------  --------------- 
 Motor vehicles                      36,102        (13,874)           22,228 
 Plant and machinery              5,397,519     (1,310,273)        4,087,246 
 Leasehold improvements               4,721           (708)            4,013 
 Right-of-use-assets                703,433       (143,488)          559,945 
 Mining assets                    1,024,905       (164,615)          860,290 
                          -----------------  --------------  --------------- 
 Total                            7,166,680       1,632,958        5,533,722 
                          -----------------  --------------  --------------- 
 

Reconciliation of property, plant and equipment

 
                            Carrying    Additions   Depreciation     Disposals      FX revaluation     Carrying 
                              value                                 and transfers         GBP            value 
                            1 January      GBP           GBP             GBP                          30 June 2021 
                              2021                                                                        GBP 
                               GBP                                                                     Unaudited 
                             Audited 
                          -----------  ----------  -------------  ---------------  ---------------  -------------- 
 Motor vehicles                23,848           -        (1,815)                -              195          22,228 
 Plant and machinery        2,316,278   1,813,073       (99,460)                -           57,355       4,087,246 
 
 Leasehold improvements         4,209           -          (231)                                35           4,013 
 Right-of-use-assets          520,795      67,940       (34,529)                -            5,739         559,945 
 Mining assets                560,332     313,762       (25,119)                -           11,315         860,290 
                          -----------  ----------  -------------  ---------------  ---------------  -------------- 
                            3,425,462   2,194,775      (161,154)                -           74,639       5,533,722 
                          -----------  ----------  -------------  ---------------  ---------------  -------------- 
 

Right-of-use assets comprise the following:

 
 Land and buildings    490,767        -   (28,971)   -   4,181   465,977 
 Motor vehicles         30,028   67,940    (5,558)   -   1,558    93,968 
                      --------  -------  ---------      ------  -------- 
                       520,795   67,940   (34,529)   -   5,739   559,945 
                      --------  -------  ---------      ------  -------- 
 

Included under mining assets are waste stripping costs to the value of GBP258,183 (June 2020: GBPnil; December 2020: GBPnil) that were capitalised during the period.

6. Inventories

 
                         30 June      30 June   31 December 
                            2021         2020          2020 
                             GBP          GBP           GBP 
                       Unaudited    Unaudited       Audited 
 Diamonds on hand        258,642      338,971       306,753 
 Work in progress        547,811      107,250       137,735 
 Consumable stores        16,246        6,887        13,820 
                     -----------  -----------  ------------ 
                         822,699      453,108       458,308 
                     -----------  -----------  ------------ 
 

7. Trade and other receivables

 
                                     30 June      30 June   31 December 
                                        2021         2020          2020 
                                         GBP          GBP           GBP 
                                   Unaudited    Unaudited       Audited 
 Current receivables: 
 Trade receivables                   693,862            -             - 
 Prepayments                          12,701       10,471         9.032 
 VAT                                 219,850       98,331        30,992 
 Other receivables                   202,600       77,229       122,139 
 Total current receivables         1,129,013      186,031       162,163 
                                 -----------  -----------  ------------ 
 
   Non-current receivables 
 Other receivables                   522,343      301,344       425,319 
                                 -----------  -----------  ------------ 
 Total non-current receivables       522,343      301,344       425,319 
                                 -----------  -----------  ------------ 
 

The carrying value of all trade and other receivables is considered a reasonable approximation of fair value.

Other non-current receivables represent amounts held by financial institutions and the Department of Minerals and Energy as guarantees in respect of environmental rehabilitation obligations in respect of the Group's South African mines.

8. Cash and cash equivalents

 
                                30 June      30 June   31 December 
                                   2021         2020          2020 
                                    GBP          GBP           GBP 
                              Unaudited    Unaudited       Audited 
 Cash in bank and on hand       271,557      728,909       569,962 
                            -----------  -----------  ------------ 
 

The above includes unrestricted cash of GBP51,307, and bank balances to the value of GBP220,250 (30 June 2020: GBP229,321, 31 December 2020: GBP214,499) are not available for use as it is held in trust with the Group's attorneys. This account is held as security for the claims submitted by a former director of the Group and may only be utilised against this claim, should it be successful.

9. Share Based Payments

 
 The Company had the following 
  share-based payment agreements 
  which are described below: 
                               Date of       Number of      Contractual   Exercise 
   Type of arrangement           grant     shares granted       life        price 
 Directors share option 
  plan - Tranche 5         19/01/2017               4,454     5 years      2,500p 
 Directors share option 
  plan - Tranche 9         16/05/2019             228,060     5 years       50p 
 Directors share option 
  plan - Tranche 10        18/02/2020             130,320     5 years       85p 
 Directors share option 
  plan - Tranche 11        18/02/2020             465,615     5 years       85p 
 

Tranche 5 have fully vested.

Tranche 9 options are split with half vesting 1 year from the date of grant and half vesting immediately on the date of grant. Tranche 9 options have fully vested.

Tranche 10 options vested immediately on the date of grant.

Tranche 11 options are split with half vesting 1 year from the date of grant and half vesting 2 years from the date of grant. Half vested during the period.

Movements in the number of share options outstanding and their related weighted average prices are as follows:

 
                                  30 June 2021            31 December 2020             30 June 2020 
                                Average   Number of      Average        Number      Average        Number 
                               exercise     options     exercise    of options     exercise    of options 
                                  price                 price in                   price in 
                               in pence                pence per                  pence per 
                              per share                    share                      share 
 Outstanding at the 
  beginning of the period         88.35     828,450       132.77       234,066       132.77       234,066 
 Granted                              -           -        85.00       595,935        85.00       595,935 
 Lapsed                               -           -   (5,500.00)       (1,551)   (5,500.00)       (1,551) 
 Exercised                            -           -            -             -            -             - 
                            -----------  ----------  -----------  ------------  -----------  ------------ 
 Outstanding at the 
  period / year end               88.35     828,450        88.35       828,450        88.35       828,450 
 Exercisable at the 
  period / year end               89.66     595,642        92.65       326,835        92.65       362,835 
 

Options are valued at date of grant using the Black-Scholes option pricing model.

There were no new share options granted during the period.

The fair value per option of options granted during 2020, and the assumptions used in the calculations are shown below:

 
                                     2020 
                            Tranche 10   Tranche 11 
 Average grant date 
  share price (p)             88.00        88.00 
 Average exercise 
  price (p)                   85.00        85.00 
 Share price volatility 
  (p.a)                       82.79%       82.79% 
 Risk-free interest 
  rate (p.a)                  0.48%        0.48% 
 Dividend yield (p.a)           0%           0% 
 Average contractual 
  life (years)                  5            5 
 Average fair value 
  per option (p)              57.70        57.70 
 

The total share-based payment expense for the period ended 30 June 2021 was GBP55,974 (June 2020: GBP165,375; December 2020: GBP266,127).

10. Share capital and share premium

 
                                          30 June      30 June   31 December 
                                             2021         2020          2020 
                                              GBP          GBP           GBP 
                                        Unaudited    Unaudited       Audited 
 Number of Ordinary shares             14,121,002    5,258,004     9,086,657 
 
 Ordinary share capital of 5p (June 
  2020: 5p, December 2020: 5p) per 
  share                                   706,050      262,900       454,333 
 
 Share premium                          8,656,201    5,747,980     6,885,796 
 
                                        9,362,251    6,010,880     7,340,129 
                                      -----------  -----------  ------------ 
 

In the period ended 30 June 2021 the following Ordinary share issues occurred:

 
 Date of issue         Details of issue       Number of ordinary  Share capital  Share premium 
                                                          shares       GBP                 GBP 
At 1 January 
 2021                                                  9,086,657        454,333      6,885,796 
 
3 March 2021      Placing and equity issue             3,750,000        187,500      1,312,500 
3 March 2021      Share issue expenses                                                (60,850) 
                  Allotment of shares 
                   as repayment of A Waugh 
6 April 2021       loan                                   61,013          3,051         23,306 
                  Allotment of shares 
21 May 2021        as repayment of supplier            1,223,332         61,167        495,449 
At 30 June 2021                                       14,121,002        706,050      8,656,201 
                                              ------------------  -------------  ------------- 
 

Details of warrants issued

There were no new warrants issued during 2021 and 2020. 2,357,333 warrants with an average price of 100p lapsed during the period. As at the end of the reporting period all warrants have lapsed.

11. Trade and other payables

 
                        30 June      30 June   31 December 
                           2021         2020          2020 
                            GBP          GBP           GBP 
                      Unaudited    Unaudited       Audited 
 Trade payables       2,655,379      514,577     1,068,671 
 Accrued expenses       110,958       99,857       147,116 
 Other payables          21,987       20,435        21,776 
                    -----------  -----------  ------------ 
                      2,788,324      634,869     1,237,563 
                    -----------  -----------  ------------ 
 

An amount of GBP166,727 (30 June 2020: GBP151,643, 31 December 2020: GBP161,588) is included within trade payables for amounts being claimed as being due to companies related to a former director of the Company. This amount is disputed in full by the Company based on legal advice received.

Within other payables is an amount of GBP21,987 (30 June 2020: GBP20,435, 31 December 2020: GBP21,776) which relates to an amount claimed by a former director and which, based on legal advice received by the company, is disputing in full. See note 17 for further details.

12. Borrowings and leases liabilities

 
                           30 June      30 June   31 December 
                              2021          200          2020 
                               GBP          GBP           GBP 
                         Unaudited    Unaudited       Audited 
 Convertible loans         855,344      814,614       815,539 
 Loan facilities           740,388      789,175       687,249 
 Embedded derivative        12,007       20,085        21,718 
                       -----------  -----------  ------------ 
                         1,670,739    1,623,874     1,524,506 
 
 Lease liabilities         637,582      512,393       576,528 
                       -----------  -----------  ------------ 
                         2,245,321    2,136,267     2,101,034 
                       -----------  -----------  ------------ 
 
 
                                 30 June      30 June   31 December 
                                    2021         2020          2020 
                                     GBP          GBP           GBP 
                               Unaudited    Unaudited       Audited 
 Due within the year 
 Convertible loans               428,157            -       388,352 
 Loan facilities                 254,533      171,507       301,610 
 Embedded derivative                 383            -         6,244 
                             -----------  -----------  ------------ 
                                 683,073      171,507       696,206 
 Lease liabilities                17,496        7,872        24,785 
                             -----------  -----------  ------------ 
                                 700,569      179,379       720,991 
                             -----------  -----------  ------------ 
 Due greater than one year 
 Convertible loan                427,187      814,614       427,187 
 Loan facilities                 485,855      617,668       385,639 
 Embedded derivative              11,624       20,085        15,474 
                             -----------  -----------  ------------ 
                                 924,666    1,452,367       828,300 
 Lease liabilities               620,086      504,521       551,743 
                             -----------  -----------  ------------ 
                               1,544,752    1,956,888     1,380,043 
                             -----------  -----------  ------------ 
 

Convertible loans and embedded derivative

The movement on each convertible loan liability component can be summarised as follows:

 
 
                                                  Embedded derivative     Convertible loan     Total 
                                                                  GBP                  GBP       GBP 
 Balance at 1 January 2020                                     10,359              776,704   787,063 
 Finance charge: unwinding the discount factor                      -               37,910    37,910 
 Fair value adjustment to embedded derivative                   9,726                    -     9,726 
                                                 --------------------  -------------------  -------- 
 Balance at 30 June 2020                                       20,085              814,614   834,699 
                                                 --------------------  -------------------  -------- 
 
 Finance charge: unwinding the discount factor                      -                  925       925 
 Fair value adjustment to embedded derivative                   1,633                    -     1,633 
 Balance at 31 December 2020                                   21,718              815,539   837,257 
                                                 --------------------  -------------------  -------- 
 
 Finance charge: unwinding the discount factor                      -               39,805    39,805 
 Fair value adjustment to embedded derivative                 (9,711)                    -   (9,711) 
                                                 --------------------  -------------------  -------- 
 Balance at 30 June 2021                                       12,007              855,344   867,351 
                                                 ====================  ===================  ======== 
 

At 30 June 2021, the Group had in issue convertible loan stocks of GBP925,000 which had an initial term for until 16 October 2021. On 27 February 2020, the Company announced that 50% of the total loan had been transferred to Mr Tim Leslie, a non-executive Director of BlueRock Diamonds Plc. The Group has an option, at its own discretion, to increase the initial term by a further 12 months.

The terms of the convertible loan note provide a mechanism for weighted conversion price revisions should additional funds be raised below the prevailing conversion price. The current conversion price is 93p.

This option to convert the loan into shares has been treated as a separate financial instrument, as an embedded derivative. This is due to a clause in the updated convertible loan note agreement which will require the Company to issue a variable number of shares if future fundraising over life of the convertible loan note raises additional funds at a price per Ordinary share of less than 5p. This requires a separate valuation as it does not relate to the host contract.

In addition, if the Company sells its interest in Kareevlei Mining (Pty) Ltd before the final repayment date for consideration equivalent to or greater than 120% of the loan note outstanding then the notes will become redeemable and a 20% premium will be payable to the note holder.

Management have carried out an assessment of the terms of the convertible loan and have judged that the instrument consists of two components:

   --    a loan instrument; held at amortised cost 

-- an embedded redemption feature (payable on a sale of the Group's interest for consideration greater than 120% of the loan note value). The embedded derivative should be recognised separately as a derivative financial instrument at fair value through profit and loss (FVTPL).

A fair value exercise to determine the value of the two components was undertaken by the Directors at the date the convertible loan was initially drawn down. The fair value of the host loan instrument (including the embedded redemption feature) has been valued as the residual of:

-- The fair value of the first draw down on 16 October 2014 is discounted at a commercially applicable rate of 9.25%. The fair values of the draw downs on 27 May 2016 and 2 October 2016 have been discounted at a commercially applicable rate of 10.5%.

Loan facilities comprise the following:

M Poole

In 2017 the Company entered into a loan facility agreement with Mark Poole. A 90-day interest free period was included in the agreement from the date of the first draw down. After this point interest accrues on the capital balance at a rate of 10% per annum, which is payable quarterly in arrears. All capital to be repaid within 5 years from the date of the draw down on the facility.

Additionally, a security over the property, plant and equipment of Kareevlei Mining (Pty) Limited is held.

During the period ended 30 June 2021 an interest charge of GBP3,118 (June 2020: GBP5,517, December 2020: GBP9,716) was recognised on the total capital drawn down. As of 30 June 2021, the balance due was GBP49,457.

A Waugh

BlueRock Diamonds Plc and its subsidiary Kareevlei Mining Proprietary Limited entered into a loan agreement with Adam Waugh (Former Non-Executive Director). The loan was fully drawn down on 17 August 2018. The Loan was only available to satisfy any final determination of any further claim that Mr CB Visser brings. The principal amount of the loan was GBP231,400.

The loan was fully repaid during the period under review.

Numovista (Pty) Ltd

During March 2020 Kareevlei Mining (Pty) Ltd entered into a sale of assets agreement with Numovista (Pty) Ltd whereby mining equipment was purchased from Numovista (Pty) Ltd. Ownership of the equipment transferred with the payment of the initial deposit. The balance of the loan is repayable in 36 monthly instalments of GBP18,395. The effective interest rate is 9.75%. As of 30 June 2021, the balance due was GBP554,761.

Teichmann Group

The Group received a short-term loan from the Teichmann Group (and connected parties) under a non-binding Heads of Terms. Under the loan terms agreed, the initial loan will have a short-term expiring on 31 October 2021 and a coupon of 14.5 per cent. per annum. It is expected that the initial loan will be refinanced through the future issue of the CLN to Teichmann, the CLN totalling GBP1.61m will have a strike price of 40p, a three and half -year term and a 14.5 per cent. coupon compounding annually. Interest will roll up and be paid at maturity, repayment or on conversion. The CLN will be convertible three months after issue at any time by Teichmann and by Company if the Company's share price is above 60p. The proposed CLN will not be issued by the Company until shareholders have approved additional Company authorities to issue new shares. In addition, the Company will apply to The Panel on Takeovers and Mergers for a waiver of the obligation, that might arise on the exercise of the conversion rights under the CLN, for Teichmann (and its concert party) under Rule 9 of the Takeover Code to make a mandatory offer for the Company, subject to the approval of independent shareholders in accordance with Appendix 1 of the Takeover Code (the "Waiver").

In the event that the CLN is not issued, by 31 October 2021 being the term of the initial loan, BlueRock will be required to repay the higher of a) all amounts invested by Teichmann plus the interest on the entire amount of the loan that would have accrued over a three and a half year period; and b) all amounts invested by Teichmann plus the market value of such shares as would have been issued should the CLN have been issued, been converted and run for its full term less the principal amount invested.

Should the CLN be approved and issued to Teichmann, on conversion, the interest on the full amount of the CLN for the entire term will be added to the principal amount of the CLN prior to conversion. Assuming that no further shares are issued prior to conversion on conversion, Teichmann will hold approximately 49% of the enlarged issued share capital of the Company.

The timing of the funds due from Teichmann under the Teichmann Financing is to be agreed but will reflect the near-term cash flow needs of the Company, with all principals to be provided within 12 months of the Company and Teichmann entering into definitive documentation relating to the Teichmann Financing.

As of 30 June 2021, a total amount of GBP136,170 have been advanced by the Teichmann Group and is presented under current liabilities due to its short-term nature.

13. Provisions

Reconciliation of provisions

 
 
   Rehabilitation costs 
                                      GBP 
 Balance at 1 January 2020        302,989 
 Change in estimate                 7,937 
  Unwinding of discount            13,647 
  Exchange differences           (40,986) 
 
 Balance at 30 June 2020          283,587 
                               ---------- 
 
 Change in estimate               129,842 
 Unwinding of discount             14,114 
 Exchange differences              26,654 
 
 Balance at 31 December 2020      454,197 
                               ---------- 
 
 Change in estimate                55,579 
 Unwinding of discount             15,963 
 Exchange differences               5,868 
 
 Balance at 30 June 2021          531,607 
                               ---------- 
 
 

The provision for environmental rehabilitation closure cost was independently assessed by Ndi Mudau of NDI Geological Consulting Services. The closure cost assessment reports over the Remainder of the Farm No. 113 (Skietfontein), Portion of Portion 2 (Kareeboompan) of the Farm 142, Portion 1 (Westhoek) of the Farm 113, and Portion 2 (Klipvlei) of the Farm 113. The financial provision was calculated in accordance with Regulation 54 of the Minerals and Petroleum Resources Development Act 2002 (Act 28 of 2002) during March 2021.

In determining the amounts attributable to the rehabilitation provision at the Kareevlei mining area, management used a discount rate of 7% (30 June 2020: 10%, 31 December 2020: 7%), estimated rehabilitation timing of 10 years (30 June 2020: 10 years, 31 December 2020: 10 years) and an inflation rate of 4.37% (30 June 2020: 4.9%, 31 December 2020: 4.37%).

14. Cash used in operations

 
                                            30 June      30 June  31 December 
                                               2021         2020         2020 
                                                GBP          GBP          GBP 
                                          Unaudited    Unaudited      Audited 
 
Loss before taxation                      (512,914)  (2,724,116)  (2,988,808) 
Adjustments for non-cash items: 
Depreciation and amortisation               161,156      156,156      308,172 
Foreign exchange movement                 (140,403)    1,093,973      481,779 
Embedded derivative charge                  (9,711)        9,725       11,359 
Share based payment expense                  55,974      165,376      266,127 
Interest accrued on borrowings and 
 lease liabilities                          100,012      121,445      155,028 
Interest accrued on provisions               15,963       13,647       27,761 
(Gains)/Loss on sale of property, 
 plant and equipment                              -        2,052        (853) 
Changes in working capital: 
(Increase)/decrease in trade and other 
 receivables                              (868,714)     (67,946)       14,910 
Increase/(decrease) in trade and other 
 payables                                 1,508,619    (138,196)      401,035 
(Increase) / decrease in inventories      (352,763)      277,148      298,127 
                                           (42,781)  (1,104,383)  (1,025,363) 
                                         ----------  -----------  ----------- 
 

15. Earnings per share

 
                                                  30 June       30 June   31 December 
                                                     2021          2020          2020 
                                                      GBP           GBP           GBP 
                                                Unaudited     Unaudited       Audited 
 Loss attributable to ordinary shareholders     (321,363)   (2,342,714)   (2,388,532) 
 Weighted average number of shares              5,851,966     2,344,380     6,753,581 
 Loss per share basic and diluted                  (0.05)        (1.00)        (0.35) 
 
 

Share options granted to directors could potentially dilute EPS in the future but are not included in a dilutive EPS calculation because they are antidilutive for the period.

16. Related party transactions

 
 Relationships 
 
 Minority Interest -- William van   Minority interest in Kareevlei 
  Wyk                                Mining (Pty) Ltd 
                                   ------------------------------------ 
 Ghaap Mining (Pty) Ltd             William van Wyk is a majority 
                                     shareholder of this company 
                                   ------------------------------------ 
 Michael Houston                    Executive Chairman 
                                   ------------------------------------ 
 David Facey                        Financial Director 
                                   ------------------------------------ 
 Tim Leslie                         Non-Executive Director 
                                   ------------------------------------ 
 AT Simbanegavi (Gus)               Chief Operating Officer 
                                   ------------------------------------ 
 Rob Croll                          Non-Executive Director 
                                   ------------------------------------ 
 Teichmann Company Limited          Significant shareholder of 
                                     BlueRock Diamonds Plc 
                                   ------------------------------------ 
 Numovista (Pty) Ltd                Common shareholder with significant 
                                     influence 
                                   ------------------------------------ 
 

Issue of Share Options

Mike Houston, David Facey and Gus Simbanegavi hold the following share options:

 
 Director           Total no. of 
                     share options 
                     held 
 Mike Houston              279,304 
                   --------------- 
 David Facey               181.564 
                   --------------- 
 Gus Simbanegavi           363,127 
                   --------------- 
 

No share options were issued in the six month period to 30 June 2021.

Borrowings from related parties

William van Wyk

During March 2018 the Group entered into a lease facility agreement with William van Wyk, whereby motor vehicles are leased over a term of 72 months at a rate of 12.5% per annum with the final repayment during June 2024. As at 30 June 2021 the balance payable on the lease facility was GBP24,404 (June 2020: GBP28,655; December 2020: GBP27,264).

Interest paid: GBP1,405 (June 2020: GBP1,575; December 2020: GBP3,083)

Gus Simbanegavi

During March 2021 the Group entered into a lease facility agreement with Gus Simbanegavi, whereby a motor vehicle is leased over a term of 72 months at a rate of 7% per annum with the final repayment during March 2027. As at 30 June 2021 the balance payable on the lease facility was GBP37,925.

Interest paid: GBP885

Numovista (Pty) Ltd

As at 30 June 2021 the balance due on the loan facility granted to the group was GBP554,761 (June 2020: GBP557,090; December 2020: GBP550,095). See note 12 for further details.

Trade and other payable due to related party

Teichmann Company Limited - trade payables of GBP1,353,366 (30 June 2020: GBP166,339; 31 December 2020: GBP277,436) and a short-term borrowing of GBP136,170.

Transactions with related parties:

Teichmann Company Limited - Contractor fees paid - GBP1,603,682 (30 June 2020: GBP468,257, 31 December 2020: GBP1,176,476).

Ghaap Mining (Pty) Ltd - Contractor fees paid - GBP46,376 (30 June 2020: GBPnil, 31 December 2020: GBP56,655).

Directors' remuneration

The following directors' remuneration were paid during the period:

M Houston - received fees of GBP32,500 (30 June 2020: GBP29,500, 31 December 2020: GBP59,500)

D Facey - received fees of GBP31,000 (30 June 2020: GBP29,000, 31 December 2020: GBP59,000)

G Simbanegavi - received fees of GBP15,000 (30 June 2020: GBP14,000 and 31 December 2020: GBP27,500)

T Leslie - received fees of GBP10,833 (30 June 2020: GBP9,167, 31 December 2020: GBP19,167)

R Croll - received fees of GBP1,875 (30 June 2020: GBPnil, 31 December 2020: GBPnil)

Key Management personnel

G Simbanegavi - received a salary from Kareevlei Mining (Pty) Ltd of GBP56,156 (30 June 2020 GBP51,376 and 31 December 2020: GBP113,622)

At 30 June 2021 the Group was owed GBP196,990 (June 2020: GBP270,974; December 2020: GBP121,527) from the Teichmann Group in accordance with the agreed payment terms of their participation in the March 2021 subscription.

17. Contingent liabilities

The amounts payable to CB Visser and his related companies as disclosed in note 11, are currently under dispute. CB Visser is a former director and CEO of both Kareevlei Mining (Pty) Ltd and BlueRock Diamonds Plc. who resigned during September 2016. The total claim submitted by him amounts to GBP241,109 of which GBP185,146 has been accounted for under trade and other payables. The Group has given security for the amount of GBP220,250 in respect of the above claim. This security is held in trust by the Group's lawyers. The Group's legal advisors are of the opinion that based on current available information, the claims are without merit.

18. Events after the reporting period

No other fact or circumstance has taken place between the Period end and the approval of the financial statements which, in our opinion, is of significance in assessing the state of the Group's affairs.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

**S**

For further information, please visit BRD's website www.bluerockdiamonds.co.uk or contact:

 
 BlueRock Diamonds PLC 
  Mike Houston                         mhouston@bluerockdiamonds.co.uk 
  David Facey, FD                      dfacey@bluerockdiamonds.co.uk 
 SP Angel (NOMAD and Broker) 
  Stuart Gledhill / Caroline Rowe      Tel: +44 (0)20 3470 0470 
                                    ---------------------------------- 
 St Brides Partners Ltd (Financial 
  PR)                                  info@stbridespartners.co.uk 
  Isabel de Salis / Susie Geliher 
                                    ---------------------------------- 
 

Notes to editors:

BlueRock Diamonds is an AIM-listed diamond producer which operates the Kareevlei Diamond Mine near Kimberley in South Africa which produces diamonds of exceptional quality and ranks in the top ten in the world in terms of average value per carat. The Kareevlei licence area covers 3,000 hectares and hosts five known diamondiferous kimberlite pipes with a combined inferred resource of 10.4 million tonnes / 516,200 carats (February 2021); based on its planned production of 1 million tonnes per annum, this provides a minimum 10-year life of mine.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

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