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Clean Invest Africa Plc - Audited Results for the Year Ended 31 December 2019

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Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

6 November 2020

Clean Invest Africa Plc

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

AUDITED RESULTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019

Clean Invest Africa Plc (AQSE: CIA), the AQUIS Stock Exchange Growth Market quoted (“AQSE Growth Market”, previously the NEX Exchange Growth Market) clean technology and renewable energy investment company, has today published its Audited Report & Accounts for the 12 months to 31 December 2019. The audited accounts will shortly be available on the Company’s website, at www.cleaninvestafrica.com .

As announced on 4 July 2019, the Company completed the acquisition of the remaining 97.5% of CoalTech Limited (“CoalTech”) and Coal Agglomeration South Africa (Pty) Ltd. (“CASA”), that the Company did not already own, and subject to certain approvals from the South African Reserve Bank ("SARB") . Trading in Clean Invest Africa’s ordinary shares resumed on 4 July 2019 on the AQSE Growth Market after its suspension on 11 January 2019.

The financial results of the Group for the year ended 31 December 2019 show a loss after taxation of £9,133,485 (2018: loss of £1,100,645).

Since re-admission to the AQSE Growth Market, the Company announced on 3 December 2019 that the final tranche of the Consideration Shares in respect of CoalTech were issued, while a further 13,291,745 Ordinary Shares are ready to be issued to the remaining South African Resident Sellers once the necessary approvals for CASA from the SARB have been granted. The Company therefore currently owns 100% of CoalTech and 75% of CASA.

On 7 January 2020, the Company appointed Shaikh Mohamed Abdulla Khalifa AlKhalifa as the Non-Executive Chairman and confirmed Filippo Fantechi’s appointment as the Chief Executive Officer.

The Directors are pleased with the progress made in this period, notwithstanding the recent impacts on the Group’s business of the COVID-19 pandemic, and look forward to continuing to update shareholders on the progress of the Group and the exciting prospects ahead, some of which are developing reasonably fast. We continue to seek new investment opportunities and will advise shareholders as they come to fruition.

Shaikh Mohamed, Non-Executive Chairman, commented "Having successfully concluded the corporate reorganisation of CIA through its acquisition of the CoalTech Group and its readmission to trading on the AQUIS Exchange, we are excited to be focussed on the operating business of the newly created group. These operating businesses continue to have strong prospects particularly through international expansion and we look forward to continuing to update shareholders on future events”.

The Directors note the following from the auditors report:

“We draw attention to note 2 in the financial statements, which indicates that the group incurred a net loss of £9.1m during the year ended 31 December 2019 and, as of that date, the group had net current liabilities of £2.6m. The revenue forecasted for the group is not certain and therefore the group may be required to raise additional funds by way of either equity or debt. As stated in note 2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s and company’s ability to continue as a going concern.”

The Directors do not recommend the payment of a dividend for the year ended 31 December 2019.

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

ENQUIRIES:

Company

Clean Invest Africa PLC

Filippo Fantechi, Director

Telephone: +973 3969 6273

Corporate Adviser

Peterhouse Capital Limited

Guy Miller/Mark Anwyl

Telephone: +44 20 7220 9795

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2019

GBP

2019

2018

Revenue

347

-

Cost of sales

(93)

-

Gross profit

254

-

Other income

217

512

Operating costs

(1,382,089)

(1,024,960)

Fair value of share options and warrants

(3,222,182)

-

Reverse acquisition cost

(4,544,161)

-

Unrealised foreign exchange revaluation on amounts due to a related party

24,639

(78,193)

Operating loss

(9,123,322)

(1,102,641)

Finance income

4

1,996

Finance costs

(10,167)

-

Loss before tax

(9,133,485)

(1,100,645)

Taxation

-

-

Loss after tax

(9,133,485)

(1,100,645)

Other comprehensive income

Items that will be reclassified to profit or loss

Currency translation differences

49,779

(11,563)

Total comprehensive loss for the year

(9,083,706)

(1,112,208)

Earnings per share expressed
in pence per share:

Basic and diluted

(0.99)

(0.80)

Consolidated Statement of Financial Position

as at 31 December 2019

GBP

31 Dec 2019

31 Dec 2018

Assets

Non-current assets

Property, plant and equipment

494,758

433,198

Right-of-use assets

30,506

-

Investments

5,247

-

Total non-current assets

530,511

433,198

Current assets

Inventory

8,766

25,067

Trade and other receivables

112,904

27,633

Amounts due from related parties

3,431,989

3,619,661

Cash and cash equivalents

13,231

48,444

Total current assets

3,566,890

3,720,805

Total assets

4,097,401

4,154,003

Equity and liabilities

Equity

Share capital

2,844,413

19,841

Share premium reserve

24,623,938

383,689

Share to be issued

332,294

-

Convertible loans

134,388

-

Share-based payment reserve

3,222,182

-

Currency translation reserve

83,041

(11,906)

Reverse takeover reserve

(23,050,570)

-

Accumulated losses

(10,243,363)

(1,109,878)

Total equity

(2,053,677)

(718,254)

Liabilities

Current liabilities

Trade and other payables

1,142,194

350,745

Lease liabilities

6,731

-

Amounts due to related parties

4,975,564

4,521,512

Total current liabilities

6,124,489

4,872,257

Non-current liabilities

Lease liabilities

26,589

-

Total non-current liabilities

26,589

-

Total liabilities

6,151,078

4,872,257

Total equity and liabilities

4,097,401

4,154,003

Company Statement of Financial Position

as at 31 December 2019

GBP

31 Dec 2019

30 Sep 2018

Assets

Non-current assets

Investment

4,744,225

358,362

Total non-current assets

4,744,225

358,362

Current assets

Trade and other
receivables

73,579

5,080

Cash and cash equivalents

6,004

68,602

Total current assets

79,583

73,682

Total assets

4,823,808

432,044

Equity and liabilities
Equity

Share capital

2,844,413

402,750

Share premium

24,623,938

210,750

Shares to be issued

332,294

-

Convertible loans

134,388

-

Share-based payment reserve

3,222,182

-

Accumulated losses

(26,613,901)

(204,078)

Total equity

4,543,314

409,422

Liabilities

Current liabilities

Trade and other payables

280,494

22,622

Total liabilities

280,494

22,622

Total equity and liabilities

4,823,808

432,044

Group Statement of Changes in Equity

for the year ended 31 December 2019

GBP

Share
capital

Share premium

Shares to be issued

Convertible loans

Share-based payment reserve

Reverse takeover reserve

Currency translation reserve

Accumulated
losses

Total equity

1 January 2019

19,841

383,689

-

-

-

-

(11,906)

(1,109,878)

(718,254)

Loss for the year

-

-

-

-

-

-

-

(9,133,485)

(9,133,485)

Other comprehensive income:

Currency translation differences

-

-

-


-

-

-

49,779

-

49,779

Total comprehensive income

-

-

-

-

-

-

49,779

(9,133,485)

(9,083,706)

CoalTech Group share capital transfer to reverse takeover reserve

(19,841)

(383,689)

-


-

-

310,212

45,168

-

(48,150)

Recognition of the Company share capital at reverse acquisition

402,750

210,750

-


-

-

3,772,363

-

-

4,385,863

Issue of shares for acquisition of CoalTech Group

2,436,441

24,364,410

332,294


-

-

(27,133,145)

-

-

-

Shares issued by the Company since acquisition

5,222

48,778

-


-

-

-

-

-

54,000

Convertible loans issued

-

-

-

134,388

-

-

-

-

134,388

Share-based payment

-

-

-

-

3,222,182

-

-

-

3,222,182

Total transactions with owners recognised in equity

2,824,572

24,240,249

332,294


134,388

3,222,182

(23,050,570)

45,168

-

7,748,283

31 December 2019

2,844,413

24,623,938

332,294

134,388

3,222,182

(23,050,570)

83,041

(10,243,363)

(2,053,677)

Group Statement of Changes in Equity

for the year ended 31 December 2019 (continued)

GBP

Share
capital

Share premium

Shares to be issued

Share-based payment reserve

Reverse takeover reserve

Currency translation reserve

Accumulated
losses

Total equity

1 January 2018

59

-

-

-

-

(343)

(9,233)

(9,517)

Loss for the year

-

-

-

-

-

-

(1,100,645)

(1,100,645)

Other comprehensive income

Currency translation differences

-

-

-

-

-

(11,563)

-

(11,563)

Total comprehensive income

-

-

-

-

-

(11,563)

(1,100,645)

(1,112,208)

Issue of shares

19,782

383,689

-

-

-

-

-

403,471

Total transactions with owners recognised in equity

19,782

383,689

-

-

-

-

-

403,471

31 December 2018

19,841

383,689

-

-

-

(11,906)

(1,109,878)

(718,254)

Company Statement of Changes in Equity

for the year ended 31 December 2019

GBP

Share
capital

Share premium

Shares to be issued

Convertible loans

Share-based payment

Accumulated
losses

Total equity

1 October 2018

402,750

210,750

-

-

-

(204,078)

409,422

Loss for the period

-

-

-

-

-

(26,409,823)

(26,409,823)

Other comprehensive income

-

-

-

-

-

-

-

Total comprehensive income

-

-

-

-

-

(26,409,823)

(26,409,823)

Issue of shares

2,441,663

24,413,188

332,294

-

-

-

27,187,145

Share-based payment

-

-

-

-

3,222,182

-

3,222,182

Convertible loans issued

-

-

-

134,388

-

-

134,388

Total transactions with owners recognised in equity

2,441,663

24,413,188

332,294


134,388

3,222,182

-

30,543,715

31 December 2019

2,844,413

24,623,938

332,294

134,388

3,222,182

(26,613,901)

4,543,314

Loss for the period

-

-

-

-

-

(204,078)

(204,078)

Other comprehensive income

-

-

-

-

-

-

-

Total comprehensive income

-

-

-


-

-

(204,078)

(204,078)

Issue of shares

402,750

236,250

-

-

-

-

639,000

Cost of shares issued

-

(25,500)

-

-

-

-

(25,500)

Total transactions with owners recognised in equity

402,750

210,750

-

-

-

-

613,500

30 September 2018

402,750

210,750

-

-

-

(204,078)

409,422

Group Statement of Cash Flows

for the year ended 31 December 2019

GBP 2019 2018

Cash flows from operating activities

Cash utilised in operations (724,496) (807,311)

Finance income 4 1,996

Finance costs (5,779) (584)

Exchange gain/(loss) 25,081 (11,601)

Net cash from operating activities (705,190) (817,500)

Cash flows from investing activities

Purchase of property, plant and equipment (75,280) (433,198)

Purchase of investments (5,247) -

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

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

Net cash from investing activities (66,714) (433,198)

Cash flows from financing activities

Funding received from related parties 635,192 4,521,512

Payment of related party borrowings (7,995) (3,620,733)

Proceeds from issue of shares 54,000 390,057

Proceeds from convertible loan notes 61,000 -

Principal paid on lease liabilities (5,506) -

Net cash from financing activities 736,691 1,290,836

(Decrease) / increase in cash and cash equivalents

(35,213)

40,138



Cash and cash equivalents at beginning of year




48,444



8,306

Cash and cash equivalents at end of year

13,231

48,444






Company Statement of Cash Flow

for the year ended 31 December 2019

GBP 2019 2018

Cash flows from operating activities

Loss before income tax (26,409,823) (204,078)

Impairment 22,747,282 -

Share based payment expense 3,222,182 -

Increase in trade and other receivables (68,499) (5,080)

Increase in trade and other payables 392,260 22,622

Net cash from operating activities (116,598) (186,536)

Cash flows from investing activities

Purchase of investments - (358,362)

Net cash from investing activities - (358,362)

Cash flows from financing activities

Proceeds from issue of shares 54,000 639,000

Issue costs - (25,500)

Net cash from financing activities 54,000 613,500

(Decrease) / increase in cash and cash equivalents

(62,598)

68,602



Cash and cash equivalents at beginning of year




68,602



-

Cash and cash equivalents at end of year

6,004

68,602

END