31 August 2022

AfriTin Mining Limited

 ("AfriTin" or the "Company")

Audited Financial Results for the 12 months ended 28 February 2022

AfriTin Mining Limited (AIM: ATM), an African technology-metals mining company with a portfolio of mining and exploration assets in Namibia, is pleased to announce its final audited results for the 2022 financial year (FY2022) ended 28 February 2022.

Financial Highlights:

·    Revenue of £13.6m (FY2021: £5.0m) up 178% driven by increased production and higher FY2022 tin prices;

·    Maiden group profit before tax of £0.4m (FY2021: loss of £5.8m), a positive swing of £6.2m;

·    Increase in EBITDA of 155% to £2.6m (FY2021: loss of £4.7m);

·    Loss after tax of £0.474m (FY2021: loss of £5.796m);

·    Average tin price achieved for the year of US$38,680/tonne (FY2021: US$22,150/tonne); and

·    Cash and cash equivalents at year end of £7.4m.

Key Operational Highlights:

·    Annual tin concentrate production increased 70% to 804 tonnes after ramp-up and expansion initiatives (FY2021: 473 tonnes);

·    Tin production 12% above nameplate capacity reflecting strong operational performance;

·    Definitive Feasibility Study ("DFS") published for up to 67% expansion on Phase 1 and commenced construction on this project;

·    Advanced exploration and development into lithium and tantalum as potential by-products; and  

·    Preliminary Economic Assessment ("PEA") published for a possible Phase 2 expansion.

Post Year End Highlights:

·    Construction for the Phase 1 Expansion completed, with commissioning scheduled to be complete by the end of September 2022;

·    Production to increase by up to 67% (up to 1,200 tonnes of tin concentrate per annum); and

·    Conditional, credit approved term sheet signed with the Development Bank of Namibia to support the Company's growth strategy.

Anthony Viljoen, CEO of AfriTin, commented:

"I am pleased to report another year of strong operational delivery that has seen AfriTin significantly increase production and generate its first group-wide profit. Our production at Uis has exceeded nameplate capacity by 12% which is a testament to the operational excellence we have instilled in Namibia and puts the Company in a good position to deliver our forthcoming further expansion initiatives.

As we look forward, following commissioning of the Phase 1 expansion in September 2022, we should see tin production rates increase by up to 67% (up to 1,200 tonnes of concentrate per annum). Despite volatile global commodity markets this year, management and the Board of Directors remain confident that the market fundamentals for tin production will remain positive, giving AfriTin's existing operations a relative competitive advantage in this supply-constrained environment. The addition of various growth initiatives, specifically the addition of lithium and tantalum production revenue streams, will further drive future value for the Company. This should transition AfriTin to a multi-commodity producing technology metals group, which is tremendously exciting.

I would like to thank my supportive Board of Directors and all our employees for their efforts in building these foundations to deliver further success in the coming years"

Annual General Meeting

A Notice of Annual General Meeting ("AGM") will be distributed to shareholders today and is now available on the Company's website. The AGM is to be held at 11:00 am on 29 September 2022 at PO Box 282, Oak House, Hirzel Street, St Peter Port, Guernsey GY1 3RH.

Annual Report

The Annual Report for the 2022 financial year ended 28 February 2022 is now available on the Company's website at the following link: https://afritinmining.com/investor-centre/company-reports/. Physical copies of the Annual Report will also be posted to shareholders today, to those who have elected to receive them.

CHAIRMAN'S STATEMENT

The year in review marks a significant milestone for AfriTin and the team. I congratulate all of our employees on this achievement. The fundamentals in this financial year have been strong for tin, coupled with the ever-increasing demand for the transition to a greener world. Our team has successfully returned Uis to its rightful state as a producing mine. I congratulate all of our employees on this achievement.

Since attaining our Namibian licences, we remain confident in the fundamentals of producing a saleable tin concentrate and further unlocking future revenue streams. Against the backdrop of surpassing nameplate production in November 2020 and building on this throughout 2021, AfriTin is well on its way to becoming a globally significant producer of high demand strategic commodities. We look forward to building on our existing platform through our various expansion projects and complimentary metal streams.

As per most companies globally, AfriTin was not immune to the effects and disruptions of the COVID-19 pandemic. While our teams were presented with multiple logistical challenges, acts performed to overcome these are a testament to the resilience and flexibility of our employees and management. The health and safety of our staff, partners and stakeholders has been, and always will be, of paramount importance to the Board.

AfriTin's commitment to strong Environmental, Social and Governance (ESG) principles has been entrenched in our philosophy since inception and is strongly supported by the Board and the entire organisation. We recognise the need and duty to entrench good governance and ESG principles as early as possible in our business development plan and to adopt necessary monitoring and change to sustainably achieve these.

Looking to the future of AfriTin, we remain confident in our pursuit of producing saleable commodities at Uis as well as our other license areas. The positive, global momentum shift in the green tech revolution and a step-change in demand for these strategic materials is the global opportunity that presents itself to AfriTin. AfriTin's ability to economically deliver these saleable products to what we believe is a pent up and ongoing future demand for these minerals remains our focussed objective.

AfriTin is particularly proud of developing Uis in Namibia in conjunction with our majority Namibian workforce at site, our local communities and local and national government.  Namibia is one of Africa's leading mining jurisdictions according to the Policy Perspective Index, and we are proud to play our part in its continued development. Listing on the Namibian Stock Exchange in March 2022 solidifies our commitment to the country and our desire to share our success locally with those who played a part in it. 

We consider AfriTin today to be a significantly different company to what it was a year ago due to the change achieved and accelerated development progress at Uis. There are considerable future strategic milestones we have set for our teams, and whilst our tin success at Uis provides a proven underpinning foundation on which to build, we are not resting on this. 

I applaud the work completed and the foundations laid to secure our future and would like to thank my fellow Board members, management teams, all stakeholders and most of all our people and their families.

GLEN PARSONS

Chairman

31 August 2022

CHIEF EXECUTIVE OFFICER'S STATEMENT

AfriTin has had another successful year, serving as the foundation for the rapid deployment of the Company's various growth initiatives over the coming months. I believe AfriTin is poised to become a leading supplier of technology metals, targeting a more diversified portfolio of production in the near future. We find ourselves a part of a small, unique group of global tin producers, with a differentiating factor being the prospect of underexplored lithium and tantalum in the region, as well as additional historical open pit mines which all form part of our exciting mining operations at our flagship Uis asset.

The market fundamentals for tin provided the perfect backdrop for a mine ramping up its production. Our positive production results coincided with a period of unprecedented tin price highs triggered by low stocks and no sign of relief from a constrained physical supply chain. The Company ended the financial year with cash and cash equivalents of £7.365m (2021: £1.351m). A £4.5 million senior secured term loan agreed with Standard Bank Namibia marked a strong endorsement of the Company and the expansion of our tin production. Our focus now turns to leveraging these cashflows from the tin production, to bring the significant lithium and tantalum revenue streams into production.

The Phase 1 pilot plant at Uis has performed strongly and provided a perfect platform to propel AfriTin from a single commodity producer to a multi-tech metal Company over the next five years. Production at our flagship asset exceeded nameplate capacity with an annual production of 804 tonnes of tin concentrate. A Definitive Feasibility Study for the expansion of the Phase 1 mining and processing facility was published during the year which served as confirmation of the highly attractive economics associated with the low-cost modular expansion of the current Phase 1 plant. The Phase 1 expansion project is currently in progress and is estimated to increase tin concentrate production by 67% by way of a modular expansion of the existing processing facility. The bulk of the civil construction and steel fabrication has been completed, with on-site steel construction currently in progress.

In line with our vision of diversification of our tech-metal exposure through by-product production, raising equity funds of £13 million before expenses has put the Company in a position to expedite the Phase 1 expansion and further investigate lithium and tantalum by-product potential and exploration. By-product production as well as the introduction of ore sorting technology, which upgrades feed to the concentrator by up to four times the ROM grade, could transform the overall economics and unit cost of production for Phase 1. The Company is proceeding with the design and procurement of a pilot lithium beneficiation facility as well as the implementation of a tantalum concentrating circuit and ore sorting test circuit. By implementing the pilot phase development of these additional products, the Company aims to take advantage of the burgeoning technology metals market by fast-tracking the by-product streams into production.

Turning to Phase 2, the results of the Phase 2 Preliminary Economic Assessment (PEA) were announced during the year and demonstrated the economics and returns for the expansion (see announcement dated 26 April 2022). Phase 2 should see AfriTin produce globally significant volumes of tin, lithium and tantalum, which the Directors believe are vital in meeting the demands of the transition to a new efficient and greener technology future.

The Directors consider the Damara region to be a metallogenic jewel with huge, underexplored potential. The ore reserve declared at Uis represents a small portion of the historically drilled area in the mining licence property. As a route to expanding our footprint within the extended Uis project area, an exploration drilling campaign commenced during the year with the aim of verifying the historic resources and upgrading the resources to comply with the JORC (2012) Codes. This could see the resource increase significantly from 1.54 Mt, however, at this stage there can be no guarantee what that resource will be. We look forward to providing updates as we progress.  The Company's other licence areas in the region encompass additional historical mining areas and there is potential for these to deliver sustained long-term value by reopening a global significant-tech metals province for AfriTin. The exploration of these remains a high priority for the Company. To this end, an exploration programme is in progress to confirm the historical tin and tantalum resource and investigate the spodumene (lithium) discovery announced in March 2022 (after the period under review) at our B1/C1 mining licence. In addition, an aggressive confirmatory drilling program at the historic Brandberg West tin and tungsten mining operation, aims to verify the historical drilling database at this site.

Our fully funded Phase 1 expansion project and the extensive exploration programme currently underway are the fundamental building blocks to positioning AfriTin as a globally significant tech metals producer. While the volatility in the tin prices post year-end posed a challenge for the Group, we are at the advanced stages of securing funding to continue with our growth ambitions. A subsidiary of the Group has entered into a conditional, credit approved, term sheet for a lending facility with the Development Bank of Namibia Limited ("Development Bank of Namibia") to fund the Uis Phase 1 Stage II Continuous Improvement Project. As announced on 5 July 2022, a Proposed Lending Facility comprising a NAD 100 million (approximately £5.5 million) Senior Secured Lending Facility has been signed with the Development Bank of Namibia. Although the Lending Facility has been approved by the credit committee and board of the Development Bank of Namibia, there are certain conditions precedent that need to be adhered to, including completion of final legal documentation. At this stage there can be no guarantee the Lending Facility will be entered into, or that any funds will be drawn down, but AfriTin Management have every confidence that it will be. The Company has previously announced that the terms of this proposed lending facility would expire by the end of July 2022 but the Directors confirm that this has now been extended such that completion is anticipated around the end of September 2022. A further update will be provided at that time.

As an acknowledgment of our commitment to developing Namibia and its capital markets further, AfriTin announced its dual listing on the NSX market of the Namibian Stock exchange. We are acutely aware of the influence and impact we can wield, and it is for this reason that the leadership team places great emphasis on creating value for the wider community, our shareholders, investors, and other stakeholders. Central to all decisions is the commitment to reducing carbon emissions and limiting the environmental impact of our operations. An Environmental, Social and Governance (ESG) system was implemented during the course of the year, and we hope to present a strategy to the market in H2 2022.

I would like to congratulate and thank our management teams, staff, and stakeholders for their outstanding efforts, continued support, and for all that we have achieved over the past year. In addition, I would like to thank the other Directors for their guidance and advice. We are committed to expanding and developing Uis, as well as our other Namibian exploration assets as we embark on the route to becoming a significant African multi-commodity tech metals producer. I look forward to updating the market on our progress.

ANTHONY VILJOEN

Chief Executive Officer

31 August 2022

FINANCIAL REVIEW

I am pleased to report the Company's annual revenue of £13.6m (2021: £5.0m) from the sale of 760 tonnes of tin concentrate (2021: 473 tonnes). During the year under review, 29 shipments (2021: 19 shipments) of tin concentrate left the Uis Mine and were sold to our offtake partner, Thaisarco. The average tin price achieved during the year under review was US$38 680 (2021: US$ 22 150). The increase in tin price achieved resulted in a healthy gross profit margin of 32% (2021: -0.05%).

Administrative expenses across the Group increased to £3.675m for the year (2021: £2.540m). The increase is as a result of an increase in staff head count given the growth phase of the business as well as increased support services costs on site and at the corporate head office due to increased operations.  

The increase in finance cost for the year to £0.316m (2021: £0.184m) is as a result of interest on the Group's lending facilities no longer being capitalized to the mining asset post the achievement of commercial production at Uis in November 2020. Furthermore, additional interest was charged on the provisional payments that were received from Thaisarco due to exceptionally long transit times caused by global shipping delays.  

The Group's loss for the year totalled £0.474m (2021: £5.796m). Basic loss per share from operations of 0.08 pence was recorded (2021: 0.76 pence). The Group's EBITDA showed significant improvement, increasing from negative £4.713m in the prior year to positive £2.589m in the current year.

Intangible asset additions amounted to £1.577m (2021: £0.982m) and property, plant and equipment additions amounted to £5.213m (2021: £2.570m). Capital expenditure occurred on a variety of growth projects, most notably the Uis Phase 1 Stage II expansion. The construction of this expansion has been completed subsequent to year end. During the year, £1.737m was transferred from exploration and evaluation assets to the mining assets as per the requirements of IFRS 6. Please see Note 12 and 13 for further details. 

As at 28 February 2022, the Group had cash in the bank amounting to £7.365m (2021: £1.351m). The inventory balance increased to £1.452m (2021: £0.997m) as a result of increased production of tin concentrate. At year end, 75 tonnes (2021: 36 tonnes) of tin concentrate was on hand, valued at £0.909m (2021: £0.373m). This has been shipped subsequent to year end.

Trade receivables increased to £3.953m at year end (2021: £1.188m) as a result of the higher production rates achieved as well as higher tin prices achieved in the financial year. The balance incorporates a fair value adjustment which was passed to reprice the shipments in transit at year end in accordance with the requirements of IFRS. Trade and other payables increased to £2.970m (2021: £1.484m) due to additional operating costs being incurred as a result of increased operations.  

Borrowings increased due to a £4.5 million term loan obtained from Standard Bank for the construction of the Phase 1 Stage II expansion. The loan note facility as well as the Nedbank working capital facility were fully settled during the year. 

Equity increased due to a £13 million equity raise that was completed in May 2021. The convertible loan note which had been classified as equity was also fully settled in May 2021. 

FUNDING

During the year, the Company completed a NAD 90 million (approximately £4.5 million) Term Loan Facility with Standard Bank Namibia. The loan term of 5 years ranked as senior secured debt at an interest rate of 3-month JIBAR plus 4.5%. In addition to the Term Loan, Standard Bank took over the existing short-term banking facilities (working capital facilities) with Nedbank Namibia totalling NAD 43 million (approximately £2.2 million). These facilities will incur an interest rate of Namibian prime lending rate (currently 7.50%) minus 1.00%. Furthermore, Standard Bank also provided AfriTin Mining (Namibia) Pty Limited with a NAD 5 million guarantee to Namibia Power Corporation Pty Limited in relation to a deposit for the supply of electrical power.

Management and the Board of Directors have considered cash flow forecasts and stress testing as a result of the recent decline in Tin prices, and have concluded that the Company will be able to continue in operation for the foreseeable future as a going concern as the group is at an advanced stage of securing strategic funding for the business.

Notwithstanding the above, these circumstances indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern and, therefore, that the Group may be unable to realise its assets or settle its liabilities in the ordinary course of business. As a result of their review, and despite the aforementioned material uncertainty, the Directors have confidence in the Group's forecasts and have a reasonable expectation that the Group will continue in operational existence for the going concern assessment period and have therefore used the going concern basis in preparing these consolidated financial statements. For further details please see the going concern disclosure in Note 2.

HITEN OOKA

Chief Financial Officer

31 August 2022

DIRECTORS' REPORT

The Directors of AfriTin hereby present their report together with the consolidated financial statements for the year from 1 March 2021 to 28 February 2022.

Principal Activities, Business Review and Future Developments

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

Principal Risks and Uncertainties

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

Results and Dividend

The Group's results are a loss of £0.474m. The Directors will not be recommending a dividend.

Share Capital and Funding

Full details of the authorised and issued share capital, together with details of the movements in the Company's issued share capital during the year, are shown in Note 21. The Company has one class of ordinary shares which carry no right to fixed income. Each share carries the right to one vote at general meetings of the Company.

Directors

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

Anthony Viljoen                          Chief Executive Officer

Glen Parsons                               Chairman/Independent Non-Executive Director

Laurence Robb                           Independent Non-Executive Director                                 

Terence Goodlace                        Independent Non-Executive Director

Michael Rawlinson                      Independent Non-Executive Director (Appointed 20^th December 2021)

Directors' Interests

The Directors' beneficial interests in the shares of the Company at 28 February 2022 were:

Directors' Indemnity Insurance

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

Employee Involvement Policies

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

Creditors Payment Policy and Practice

The Group's policy is to ensure that, in the absence of dispute, all suppliers are dealt with in accordance with its standard payment policy to abide by the terms of payment agreed with suppliers when agreeing the terms of each transaction. Suppliers are made aware of the terms of payment.

Related-party Transactions

Details of related-party transactions are given in Note 27 of the consolidated financial statements.

Events after Balance Sheet Date

Events after balance sheet date are detailed in Note 26 of the consolidated financial statements.

Statement as to Disclosure of Information to Auditor

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

Auditor

The Directors will place a resolution before the Annual General Meeting to reappoint BDO LLP as the Group's auditor for the ensuing year.

Electronic Communications

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

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

By order of the Board

MICHAEL RAWLINSON

Non-executive Director

31 August 2022

CORPORATE GOVERNANCE REPORT

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

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

The Board of Directors

The Board currently comprises:

Independent Non-Executive Chairman

·    Glen Parsons (appointed 23 October 2017)

Independent Non-Executive Directors

·    Laurence Robb (appointed 23 October 2017)

·    Terence Goodlace (appointed 23 May 2018)

·    Michael Rawlinson (appointed 20 December 2021)

Executive Director - Chief Executive Officer

·    Anthony Viljoen (appointed 23 October 2017)

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

The Board met formally four times during the year.

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

The Audit Committee

The Audit Committee meets at least twice a year and is composed exclusively of Non-Executive Directors: Glen Parsons (Chairman) and Michael Rawlinson. The Chief Executive Officer, Anthony Viljoen, and the Chief Financial Officer, Hiten Ooka, attend Audit Committee meetings by invitation. The committee is responsible for:

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

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

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

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

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

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

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

July 2021:

·      Critical accounting estimates

·      Going concern assessment

·      Approval of the Annual Report for the period ended February 2021

September 2021:

·      Approval of the half-year results and report to 31 August 2020

·      Going concern assessment

February 2022:

·      Auditor independence

·      External audit plan for the year ended February 2022

The Remuneration Committee

The Remuneration Committee meets at least once a year and is composed exclusively of Non-Executive Directors: Michael Rawlinson (Chair) and Glen Parsons.

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

The Remuneration Committee met formally once during the year to consider the following agenda items:

February 2022:

·    Initiation of STIP and Share Option plan for Organisation (2021/2022) 

·    Review and implementation of Balance Score Card for organisation performance (2021/2022) 

The Environmental, Social and Governance Committee 

The ESG committee comprises of the following Board of Directors: Terence Goodlace (Chairman), Laurence Robb and Anthony Viljoen. Additional members of the Board, Executive Management and the ESG team attend the committee meetings by invitation. 

The Committee ensures that ESG is embedded in the business' operations. We are conscious of the impact ESG has on the long-term success of the business. Our approach to ESG is one that is inclusive, intended to benefit all stakeholders involved. 

The ESG Committee's role to date has been to advise on the approach the Company should implement to maintain a good ESG scorecard and Social Licence to operate. This includes drafting of the ESG Strategy, policies, compliance systems and monitoring the Company's performance against industry practices.  

The ESG Committee met twice during the year to consider the following agenda items: 

August 2021: 

·      Governance Structure of the Committee and Organisation 

·      Identification of critical policies and procedures to be implemented 

·      4 x polices 

o  Occupational Health and Safety Policy 

o  Environmental Policy 

o  Sustainable Development Policy 

o  Risk Management Policy 

February 2022: 

·      Climate change risk assessment 

·      Amendment of Group Diversity Policy 

·      Development of 5-year ESG Strategy 

Internal Controls

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

Risk Management

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

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

The Companies (Guernsey) Law, 2008 requires the Directors to prepare the Annual Report and Consolidated Financial Statements for each financial year in accordance with UK Adopted International Accounting Standards and AIM Rules for Companies.

The financial statements of the Group are required by law to give a true and fair view of the state of the Group's affairs at the end of the financial year and of the profit or loss of the Group for that year and are required by UK Adopted International Accounting Standards to reflect fairly the financial position and performance of the Group.

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

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

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

iii)     State whether they have been prepared in accordance with UK Adopted International Accounting Standards ; and

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

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

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

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

Independent auditor's report to the members of AfriTin Mining Limited

Opinion on the financial statements

In our opinion the financial statements:

•     give a true and fair view of the state of the Group's affairs as at 28 February 2022 and of its loss for the year then ended;

•     have been properly prepared in accordance with UK adopted international accounting standards; and

•     have been prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.

We have audited the financial statements of AfriTin Mining Limited (the 'Company') and its subsidiaries (the 'Group') for the year ended 28 February 2022 which comprise the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of cash flows and notes to the consolidated financial statements, including a summary of significant accounting policies

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs

(UK)) and applicable law. Our responsibilities under those standards are further described in the

Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Material uncertainty related to going concern

We draw attention to note 2 to the financial statements, which indicates that the Group will need to raise additional funding within twelve months from the date of approval of financial statements to fund their working capital and capital projects.  As stated in note 2, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Group and the Parent Company's ability to continue to adopt the going concern basis of accounting and our audit procedures in response to key audit matter included the following:

·      We discussed with Directors and the Audit Committee their assessment of potential risks and uncertainties, forecast commodity prices and the availability of financing that are relevant to the Group's business model and operations.  We formed our own assessment of risks and uncertainties based on our understanding of the business and mining sector and considered these in performing our own sensitivities.

·      We reviewed the latest board approved cash flow forecasts for the Group to December 2023. We challenged management's assumptions in respect of level of production, Forecast Tin prices, operating costs and capital expenditure. In doing so, we considered factors such as empirical operational performance, recent cost profile and market analyst commentary regarding forecast commodity prices.

·      We recalculated forecast covenant compliance calculations and assessed the consistency of such calculations with the ratios stated in the relevant lender agreements.

·      We assessed the sensitivity analysis performed in respect of key assumptions underpinning the forecasts and considered management's conclusions as to whether such scenarios are reasonably possible based on our knowledge of the business and operating environment.

·      We discussed with management and the Board the Group's strategy to access capital to fund its development plans and working capital needs. We considered the Director's judgement that they had reasonable expectation of securing necessary funding and the timing of such funding requirement.

·      We reviewed and considered the adequacy of the disclosure within the financial statements relating to Directors' assessment of the going concern basis of preparation with the requirements of the financial reporting framework, our understanding of the business and the Directors going concern assessment.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Overview

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group's system of internal control, and assessing the risks of material misstatement in the financial statements.  We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.

In approaching the Group audit we considered how the Group is organised and managed. Whilst AfriTin Mining Limited is a Company registered in Guernsey and listed on AIM in the UK and the NSX in Namibia, the Group's principal operations are located in Namibia and South Africa. We assessed the business as being principally a single project comprising of the Namibia subsidiaries that operate the Uis Mine, a corporate head office function and an exploration business unit.

The Namibia subsidiaries that operate the Uis Mine and the corporate head office function were regarded as being significant components of the Group and were subject to full scope audits.

The audits of each of the components were principally performed in the United Kingdom, Namibia and South Africa. All of the audits were conducted by either the group audit team or BDO network member firms.

The remaining components of the Group were considered non-significant and these components were principally subject to analytical review procedures, together with specified audit procedures over exploration and evaluation related assets. This work was conducted by BDO network member firms.

Our involvement with component auditors

For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements as a whole. Our involvement with component auditors included the following:

•           We held planning meetings with the component auditors and local management.

•           Detailed Group reporting instructions were sent to the component auditors, which included significant areas to be covered by the audits and set out the information to be reported to the Group audit team.

•           The Group audit team was actively involved in the direction of the audits performed by the component auditor for Group reporting purposes, along with the consideration of findings and determination of conclusions drawn. We performed our own additional procedures in respect of certain of the significant risk areas that represented key audit matters in addition to the procedures performed by the component auditor.

•           We received and reviewed Group reporting submissions and performed a review of the component auditors' file. Our review was performed remotely using our online audit software as a result of travel restrictions due to Covid-19.

•           We held clearance meetings remotely with the component auditors and local management to discuss significant audit and accounting issues and judgements.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section above, we have determined the matters described below to be key audit matters.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.  We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

Component materiality

We set materiality for each component of the Group based on a percentage between 18% and 83% (2021: 20% and 55%) of Group materiality dependent on the size and our assessment of the risk of material misstatement of that component.  Component materiality ranged from £66,000 to £264,000 (2021: £46,000 to £128,000). In the audit of each component, we further applied performance materiality levels of 75% (2021: 75%) of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.

Reporting threshold 

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £18,500 (2021:12,000).  We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Other Companies (Guernsey) Law, 2008 reporting

We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:

•     proper accounting records have not been kept by the Company; or

•     the financial statements are not in agreement with the accounting records; or

•     we have failed to obtain all the information and explanations which, to the best of our knowledge and belief, are necessary for the purposes of our audit.

Responsibilities of Directors

As explained more fully in the Statement of Directors' Responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

·      Holding discussions with the Directors and the Audit Committee and made enquiries about whether they were aware of any known or suspected instances of non-compliance with laws and regulations or fraud;

·      Gaining an understanding of the of the laws and regulations relevant to the Group   and the industry in which it operates, through discussion with Directors and our knowledge of the industry. These included the listing rules, the financial reporting framework, Guernsey Companies Law, tax legislation and the various Mining Regulations in Namibia;

·      Communicating relevant identified laws and regulations and potential fraud risks to all engagement team members and remaining alert to any indications of fraud or non-compliance with laws and regulations throughout the audit;

·      Assessing the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur by making enquiries of the Directors and the Audit Committee during the planning and execution phases of our audit to understand where they considered there to be susceptibility to fraud, considering the risk of management override of controls and relevant controls established to address risks identified to prevent or detect fraud.

We believed the areas in which fraud might occur were in the management override of controls, recognition of revenue in the correct period, and bias in accounting estimates. In response our procedures included, but were not limited to;

-       Agreeing the financial statement disclosures to underlying supporting documentation;

-       Addressing the fraud risk in relation to revenue recognition by testing one hundred percent of revenue transactions to supporting documentation, including testing the that revenue was recorded in the correct period by testing revenue transactions in the period proceeding and preceding year end.

-       Addressing the risk of fraud through management override of internal controls, by testing the appropriateness of journal entries made throughout the year by applying specific criteria to select journals which may be indicative of possible irregularities or fraud;

-       Assessing areas of the Financial Statements which include judgement and estimates, as set out in note 2 to the financial statements and in our Key audit matters section above and evaluated whether there was evidence of bias by the Directors;

-       Made of enquiries of Directors as to whether there was any correspondence from regulators in so far as the correspondence related to the Financial Statements;

-       Reading minutes from board meetings of those charges with governance to identify any instances of non-compliance with laws and regulations

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities.  This description forms part of our auditor's report.

Use of our report

 This report is made solely to the Company's members, as a body, in accordance with Section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Jack Draycott 

For and on behalf of BDO LLP, Statutory Auditor

London, United Kingdom

31 August 2022

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 28 February 2022

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 28 February 2022

The notes that follow in this report form part of these financial statements.

The financial statements were authorised and approved for issue by the Board of Directors and authorised for issue on 31 August 2022.

MICHAEL RAWLINSON

Non-executive Director

31 August 2022