TIDMARCL

RNS Number : 4147O

Altus Resource Capital Limited

16 September 2011

PRELIMINARY ANNOUNCEMENT OF ANNUAL RESULTS

The directors announce the statement of results for the year ended 30 JUNE 2011 as follows:-

COMPANY OVERVIEW

OVERVIEW

Altus Resource Capital Limited ("ARCL" or the "Company") is a Guernsey authorised, closed-ended investment company incorporated on 30 April 2009, which listed on the Specialist Fund Market of the London Stock Exchange on 30 June 2009 and the Channel Islands Stock Exchange on 22 December 2009.

The Company is managed by Altus Capital Limited (the "Investment Manager") an FSA authorised and regulated wholly-owned subsidiary of Altus Strategies Limited.

The Company issued 26,000,000 Ordinary Shares at GBP1.00 per share on 30 June 2009 and a further 10,997,233 Ordinary Shares at GBP1.33 on 22 December 2009. On 2 August 2010 a further 2,722,336 Ordinary Shares were issued at GBP1.40 per share.

INVESTMENT OBJECTIVES AND POLICY

The Company's objective is to realise capital growth from a concentrated portfolio of Junior Resource Equities and to generate a significant capital return to shareholders.

The Company invests in companies engaged in the exploration, development and/or mining of metals and minerals with a focus on companies that operate in the gold sector. Portfolio companies will be predominantly, but not exclusively, listed or quoted on either UK markets or other recognised stock exchanges including the Canadian and Australian markets.

CHAIRMAN'S STATEMENT

I have pleasure in presenting the Annual Report and Financial Statements of Altus Resource Capital Limited ("ARCL" or "the Company") for the year ended 30 June 2011 (the "Year"). The Company's audited Net Asset Value ("NAV") at the end of June 2011 was GBP76.6 million or GBP1.93 per Ordinary Share, an increase of 43.6% over the Year and 103% since launch on 30 June 2009.

This strong performance is particularly pleasing given the volatility of markets and increasing macro-economic uncertainty during the Year. The Company's NAV growth outperformed gold which rose 21% as well as all major gold and generalist mining indices (the FTSE Gold Mines Index rose 4.5% over the Year and the FTSE 350 Mining Index rose 37.2%).

The Company remains focused on investing in Junior Resource Equities with quality assets, sound fundamentals and proven management teams and retains a significant weighting towards gold equities. With an active approach to portfolio management and a strong cash position (22% of assets under management), the Company is well positioned to deliver further NAV growth over the coming year.

Following the success and growth of the Company and to ensure it is appropriately positioned to take advantage of market opportunities going forward and to reflect favourable market conditions within the Junior Resource sector the Board has endorsed a number of minor changes to the Investment Policy and Strategy. Specifically these changes are to amend the definition of Junior Resource Equities to those with market capitalisations of less than GBP500 million at the time of investment by the Company or companies that are at an exploration or development stage and to enable the Company to invest in intermediate or holding companies or in collective investment schemes that offer exposure to the metals and mining sector. The Company's Investment Policy and Strategy is set out in Appendix I.

Nick Falla

Chairman

INVESTMENT MANAGER'S REPORT

Financial Highlights and Investment Review by Altus Capital Limited

The audited NAV of the Company increased to GBP1.93 per Ordinary Share over the Year, showing a 103% rise since the Company's launch on 30 June 2009 and a 43.6% rise over the last twelve months. Gold performed well over the Year with the price rising 21% to close the Year at US$1,500 per ounce. Other metals and minerals performed even more strongly with copper, often referred to as the bellwether metal, rising 45% to close the Year at US$9,414 per tonne and silver, which traditionally trades broadly in line with gold on a 60:1 ratio, rising 86% to close the Year at US$34.69 per ounce, a ratio of 43:1.

As with the previous year, the Year saw strong markets in the first six months followed by volatility and weakening markets in the second half. The Company's NAV grew 71.9% to the end of December 2010 but declined in the second half of the Year by 16.5%. Gold, traditionally seen as the safe haven investment in periods of high inflation and volatility, performed well over the Year and recorded gains of 14.3% and 6% in the first and second halves of the Year respectively. Major gold indices, however, performed in line with gold in the first six months but all disconnected in the second half of the Year showing declines despite the continued strength of the gold price. Other commodities and mining indices followed a similar profile, with significant gains to the end of 2010 followed by weakening prices during the six months to 30 June 2011.

The Company maintained a concentrated portfolio during the Year, undertook significant trading within the portfolio and realised complete exits from a number of holdings. At the end of the Year the portfolio consisted of twenty three equity holdings including a single unlisted equity, and a cash position of 22% of assets under management.

OUTLOOK

The Investment Manager anticipates that the gold price will remain robust, driven by the on-going uncertainty over sovereign debt levels and the economic recovery of Western economies coupled with the continued strong demand for gold as a safe haven investment asset and, particularly in emerging economies, as a hedge against inflation and store of newly created wealth. Given the disconnect that has opened up between the gold price and gold equities and the anticipated strength of the gold price, the Investment Manager intends to maintain the focus on gold equities and anticipates strong performance from the gold equities within the portfolio over the next twelve to twenty four months as the disconnect is closed.

Demand for raw materials from emerging economies has driven other commodity prices higher, with supply deficits forecast in a number of major industrial metals and minerals over the coming two to three years. Major mining companies, which are generating significant operating cash flow at the current commodity prices, are increasingly looking for quality assets to acquire in order to replenish their depleting resources. Corporate M&A activity is therefore expected to continue and be a further driver of equity valuations in the junior and mid-tier sector.

STATEMENT OF DIRECTORS'S RESPONSIBILITIES IN RESPECT OF THE FINANCAIL STATEMENTS

Responsibility Statement

The Directors confirm to the best of their knowledge and belief:

(a) This annual report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that the Company faces; and

(b) The financial statements, prepared in accordance with International Financial Reporting Standards, as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profits of the Company and performance of the Company over the Year.

A description of important events which have occurred during the financial period, their impact on the performance of the Company as shown in the financial statements and a description of the principal risks and uncertainties facing the Company is given in the Chairman's Statement, Investment Manager's Report and the notes to the financial statements and is incorporated here by reference.

There were no material related party transactions which took place in the financial period.

Signed on behalf of the Board of Directors on 14 September 2011.

Nick Falla Robert Milroy

Chairman Director

DIRECTORS

Nicholas J Falla: Chairman (Independent Non-Executive)

Nicholas Falla has had thirty years of experience in the finance industry including fifteen years of experience in the commodity markets. He is currently the Managing Director of Xocoatl Limited a private investment company taking strategic proprietary positions in the commodities markets, Finance Director of Pharma E Limited, a private pharmaceutical supplier, and non-executive director of Close Assets Funds Limited a closed ended investment company which provides a structured investment in the equities markets. From 1993-2000 Nick worked as the financial controller for Bank of Bermuda (Guernsey) Limited and from 2000 to 2002 he was their regional controller for Europe. In addition he has acted as an interim financial director for the Guernsey banking operation of Credit Suisse Guernsey Limited and has worked on various finance and accounting based projects with companies such as KPMG (Channel Islands) and the Blenheim Group. Nick trained as an accountant with Turquands Barton Mayhew & Co in Guernsey.

David Gelber: Director (Independent Non-Executive)

David Gelber began his career in trading in 1976 when he joined Citibank in London. He has since held a variety of senior trading positions, in derivatives in particular, working for Citibank, Chemical Bank and HSBC, where he was Chief Operating Officer of HSBC Global Markets. In 1994 he joined ICAP, an inter-dealer broker, as COO and assisted in implementing two mergers, first with Exco plc and then with Garban. David currently serves as a Non-Executive Director on the boards of eSecLending LLC in Boston, GlobeOp Financial Services SA in Luxembourg, MF Global Inc in New York and Walker Crips Group plc. David is also currently a Non Executive Director of DDCAP Limited, a leading arranger of Islamic banking transactions and of Exotix Limited, an investment banking boutique specialising in illiquid assets. He is also currently a Non-Executive Director of Intercapital Private Group Limited, a holding company invested in ICAP plc and CityIndex Limited, a spread-betting and contracts for difference provider. David has a

B.Sc in statistics and law from the University of Jerusalem and an M.Sc in computer science from the University of London.

Robert Milroy:Director (Independent Non-Executive)

Robert Milroy is a Director of Corazon Fund Management Limited, a division of Collins Stewart (CI) Limited, a Guernsey regulated investment management and stock-broking company, and previously was the Managing Director and CIO of Corazon Fund Management Limited, prior to its acquisition by Collins Stewart in 2010. He has over 40 years experience in the investment and mining and petroleum industries having participated in various mining, oil exploration projects and financings in Chile, Peru, Argentina, Ghana, Canada, USA, Mexico, Australia and Greenland. In addition, he was the Managing Director of Eagle Drilling Inc., a firm that specialised in hard rock core drilling in Central and Western Africa. Robert is also a noted speaker and financial author of various publications including the Standard & Poor's Guide to Offshore Investment Funds. Robert graduated with a Bachelor of Commerce (Honours) from the University of Manitoba and is a Director on a number of Mining and Energy related companies.

David Netherway: Director (Non-Executive)

David Netherway is a mining engineer with over 35 years of experience in the mining industry and until the recent takeover by Gryphon Minerals Ltd, was the CEO of Shield Mining Ltd., an Australian listed exploration company. David has now joined the Gryphon Board. David was involved in the construction and development of the Iduapriem, Siguiri and Kiniero gold mines in West Africa and has mining experience in Africa, Australia, China, Canada, India and the Former Soviet Union. David served as the CEO of Toronto listed Afcan Mining Corporation, a China focused gold mining company that was sold to Eldorado Gold in 2005. David has also held senior management positions in a number of gold mining companies including Golden Shamrock Mines, Ashanti Goldfields and Semafo Inc. He is currently the Chairman of Aureus Mining Inc, Afferro Mining Inc and GMA Resources plc. David was also recently appointed as a Non-Executive Director of Crusader Resources Limited and Chairman of Kilo Goldmines Limited. David is the current non-executive Chairman of Altus Strategies Limited and is thus not considered an Independent Director of the Company.

MANAGER, ADMINISTRATOR AND SECRETARY

Management Agreement

The Board is responsible for the determination of the Company's investment policy and has overall responsibility for the Company's day-to-day activities. The Company has, however, entered into an Investment Management Agreement dated 22 June 2009, as amended by a Deed of Amendment and Novation dated 30 June 2010, with Altus Capital Limited (the "Investment Manager"), a wholly-owned, FSA regulated subsidiary of Altus Strategies Limited. Under the Investment Management Agreement the Investment Manager has overall responsibility for the discretionary management of the Company's assets (including uninvested cash) in accordance with the Company's investment objective and policy, subject to the overall supervision of the Board.

During the Year the Investment Manager received a management fee of 0.85% per annum of the Company's NAV, calculated on the relevant quarterly accounting date, subject to a minimum fee of GBP150,000 per annum. The Investment Manager is also entitled to a performance fee which is payable at the end of the Company's second financial year. As no performance fee was paid in the period under review, an amount of GBP6,319,876.43 was accrued as at 30 June 2011. In accordance with the Investment Management Agreement the performance fee will be paid on the second anniversary of the date of Admission, subject to the approval of the Annual Report and Financial Statements for the year ended 30 June 2011 and annually thereafter. Further details of the calculation of the performance fee can be found in Note 15 of the Financial Statements. Under the terms of the Investment Management Agreement, the agreement may be terminated by either party on eighteen months' written notice.

The Board keeps under review the performance of the Investment Manager. In the opinion of the Board the continuing appointment of the Investment Manager on the terms agreed is in the interest of shareholders as a whole. The reasons for this view is that the investment performance of the Company is satisfactory relative to the markets in which the Company invests.

Administration Agreement

Under the terms of the Investment Management Agreement, the Investment Manager is responsible for, amongst other things, providing administration and secretarial services to the Company. With the consent of the Company, the Investment Manager has delegated the provision of certain administrative and secretarial services to Anson Fund Managers Limited (the "Administrator") pursuant to an Administration and Secretarial Agreement dated 22 June 2009. The Administrator carries out the general secretarial functions required by The Companies (Guernsey) Law, 2008 (the "Law") and ensures that the Company complies with its continuing obligations as a company listed on the London Stock Exchange (the "SFM") and the Channel Islands Stock Exchange ("CISX"). The Administrator also carries out the Company's general administrative functions such as the calculation of net asset value, calculating the performance of the Company's investments and the maintenance of accounting records. The Administration Agreement is terminable by either party on giving not less than three months' written notice.

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 JUNE 2011

The Directors present their report and financial statements of the Company for the year ended 30 June 2011.

PRINCIPAL ACTIVITIES AND BUSINESS REVIEW

The principal activity of the Company is to carry on business as an investment company. The Directors do not envisage any change in these activities for the foreseeable future. A description of the activities of the Company in the year under review is outlined in the Investment Manager's Report on pages 4 and 5.

STATUS

The Company is a closed-ended investment company and was incorporated with limited liability in Guernsey on 30 April 2009 with registered number 50318. The Company operates under the Law and the Protection of Investors (Bailiwick of Guernsey) Law, 1987 as amended.

The Company's Ordinary Shares were admitted to trade on the SFM on 30 June 2009. On 22 December 2009 the Company's Ordinary Shares were admitted to trade on the CISX.

The Company's management and administration takes place in Guernsey and the Company had been granted exemption from income tax in Guernsey by the Administrator of Income Tax under the Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989. It is the intention of the Directors to continue to operate the Company so that each year this tax-exempt status is maintained.

RESULTS AND DIVIDENDS

The results of the Company for the period are set out on page 26.

The Company aims to provide Shareholders with an attractive total return, which is expected to comprise primarily capital growth although there is also potential for distributions. The Company's investment objective and strategy means that the timing and amount of investment income cannot be predicted.

The Company did not declare any interim dividends during the Year and the Directors do not propose the declaration of a final dividend for the Year under review.

DIRECTORS

The Directors in office are shown on page 8 and 9. Further details of the Director's responsibilities are given on pages 7 and 21.

The interests of the Directors in the Ordinary shares of the Company as at the date of this report and 30 June 2010 are as follows:

 
                  Number of Ordinary Shares 
 Nick Falla                20,000 
 David Gelber              50,000 
 Robert Milroy             20,000 
 

No changes took place in the interests of the Directors in the Ordinary Shares of the Company between 1 July 2011 and 14 September 2011.

Other than the above share transactions, none of the Directors nor any persons connected with them had a material interest in any of the Company's transactions, arrangements or agreements during the period and none of the Directors has or has had any interest in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company, and which was effected by the Company during the reporting period save for the following:

-- David Netherway is the non-executive chairman of Altus Strategies Limited, the ultimate parent of the Investment Manager, who owns 150,000 Ordinary Shares in the Company

-- David Netherway is non-executive chairman of GMA Resources plc, a company in which the Company had an exposure to and a non-executive Director of Gryphon Minerals Limited a company in which the Company has an exposure.

-- In July 2011 David Netherway was appointed as non-executive chairman of Kilo Goldmines Limited in which the Company has a holding.

At the date of this report, there are no outstanding loans or guarantees between the Company and any Director.

SUBSTANTIAL SHAREHOLDINGS

On 13 September 2011 the Company had been notified, in accordance with Chapter 5 of the Disclosure and Transparency Rules with the following voting rights as a shareholder of the Company:

 
                                                         Number of 
                                        % of total        ordinary   Nature of 
                                         voting rights    share       holding 
-------------------------------------  ---------------  ----------  ---------- 
 Securities Services Nominees Limited 
  - 2300001                                      17.53   6,961,074   Nominee 
-------------------------------------  ---------------  ----------  ---------- 
 Nortrust Nominees Limited - GSYLENDA            13.27   5,270,546   Nominee 
-------------------------------------  ---------------  ----------  ---------- 
 BNY (OCS) Nominees Limited                      10.72   4,258,868   Nominee 
-------------------------------------  ---------------  ----------  ---------- 
 Chase Nominees Limited                           5.26   2,090,840   Nominee 
-------------------------------------  ---------------  ----------  ---------- 
 The Bank of New York (Nominees) 
  Limited - 236403                                5.07   2,014,778   Nominee 
-------------------------------------  ---------------  ----------  ---------- 
 HSBC Global Custody Nominees (UK) 
  Limited - 813764                                5.07   2,012,221   Nominee 
-------------------------------------  ---------------  ----------  ---------- 
 NORTRUST NOMINEES LIMITED - NTGSLEND             5.04   2,000,000   Nominee 
-------------------------------------  ---------------  ----------  ---------- 
 

NET ASSET VALUE ("NAV")

The NAV of the Company's Ordinary shares as at 30 June 2011 was GBP1.93 per Ordinary Share.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company is focused on investing in junior resources companies and is therefore

subject to the risks associated with concentrating its investments in this asset class. The performance of the Company will be affected by the performance of the securities of investee companies and is thus subject to the sharp price volatility of shares of companies principally engaged in activities related to metals and minerals. Historically the prices of the commodities have fluctuated significantly and are affected by numerous factors which the Company cannot predict or control. Political and economic conditions in metal and mineral producing countries may have a direct effect on the mining and production of these metals and minerals, and consequently, on their prices. In addition, the Company has invested, and will continue to invest in companies with assets or operations in emerging or developing markets and will consequently be exposed to various increased risks associated with investing in such markets. Further details of risk can be found in Note 14 of the Financial Statements.

CORPORATE GOVERNANCE

STATEMENT OF COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE

The Company is committed to complying with the corporate governance obligations which apply to Guernsey registered companies. As a Guernsey incorporated company and under SFM rules, the Company was not, for the period under review, required to comply with the UK Corporate Governance Code (formerly the Combined Code) (the "Code") appended to the Listing Rules of the UK's Financial Services Authority. However, the Board places a high degree of importance on ensuring that high standards of corporate governance are maintained and have therefore chosen voluntarily to comply with the provisions of the Code.

The Company is committed to the highest standards of corporate governance, and, having reviewed the Code, considers that it has maintained procedures during the Year to ensure that it has complied, subject to the exceptions explained below:

-- As the Board is composed exclusively of Non-Executive Directors, there is no requirement to comply with the following principals and provisions A.2.1, A.4.2, B.3.3, D.1.1, D.1.2 and D.2.4.

-- There is no Senior Independent Director in accordance with provision A.4.1 of the Code. Taking into account for the size and nature of the Company and the fact there are three Independent Non-Executive Directors on the Board this position is not seen as necessary.

-- Given the infancy of the Company it has not yet developed the procedures or policies in respect of the requirement under the following principal and provisions B.2.2, B.3.1 and B.4.2.

-- There is no internal audit function in the Company. Under Section C.3.5 of the Code the Audit Committee considers that as all of the Company's administration functions have been delegated to independent third parties there is no need for the Company to have an internal audit facility.

Subject to the areas of non-compliance outlined above the Company was in full compliance with the Code. The UK Corporate Governance Code is available on the following website: www.frc.org.uk.

EVALUATION

The Board carried out a performance evaluation of itself, its Committees and each of the Directors as required by provision B.6.1 of the Code. This process was led by the Remuneration and Management Engagement Committee, who engaged an independent external facilitator to assist with the process. The external facilitator did not have any other connection with the Company.

The evaluation process consisted of Directors completing a questionnaire to assess the Board as a whole and the Chairman completing a questionnaire to assess each Director individually. All questionnaires were designed by the external facilitator. The completed questionnaires were available only to the facilitator, who prepared a written report for the Board. The full Board discussed the results of the evaluation of the Board and its Committees.

The performance evaluation provided feedback on a wide range of Board and Board committee matters including the role and responsibilities of the Board; Board support and the Company's Secretary; Board composition and succession planning; Board performance; audit risk & remuneration and relations with shareholders. The Directors are generally positive about the meetings of the Board and its processes and a number of issues were highlighted for ongoing focus during the next year.

 
EVALUATION 
=========================  =========================  ======================== 
Body or Director to be     Questionnaires completed   Reports prepared by 
evaluated                  by:                        external facilitator and 
                                                      sent to: 
-------------------------  -------------------------  ------------------------ 
Board as a whole           All Directors              Committee chairman 
Individual Directors       Chairman                   Chairman 
Company Secretary          N/A                        Chairman 
=========================  =========================  ======================== 
 

BOARD RESPONSIBILITIES

The Board comprises of four Non-Executive Directors, of whom Nick Falla, David Gelber and Robert Milroy are independent of the Investment Manager. Biographies of the Directors appear on pages 8 and 9, demonstrating the wide range of skills and experience they bring to the Board. The Board meets at least four times per year to consider the business and affairs of the Company for the previous quarter, at which meetings the Directors review the Company's investments and all other important issues to ensure control is maintained over the Company's affairs. The Board also receives full management accounts for review at each meeting.

During the period the number of full Board meetings and committee meetings attended by the Directors were as follows:

 
 Board of Directors   Full Board   Audit Committee   Remuneration 
                       Meetings                       and Management 
                                                      Engagement Committee 
-------------------  -----------  ----------------  ---------------------- 
 Nick Falla           6 out of 6   2 out of 2        1 out of 1 
-------------------  -----------  ----------------  ---------------------- 
 David Gelber         5 out of 6   1 out of 2        1 out of 1 
-------------------  -----------  ----------------  ---------------------- 
 Robert Milroy        6 out of 6   2 out of 2        1 out of 1 
-------------------  -----------  ----------------  ---------------------- 
 David Netherway      5 out of 6   N/A               N/A 
-------------------  -----------  ----------------  ---------------------- 
 

No Director has a service contract with the Company, nor are any such contracts proposed. Whilst there is no requirement under the Company's Articles of Incorporation to retire by rotation the Board has decided to adopt such practice as recommended by provision B.7.1 of the Code so that any Director who has held office at the two preceding general meetings and did not retire from office shall be available for re-election at the same meeting. At the forthcoming general meeting of shareholders no Directors shall retire and offer themselves for re-election.

The Chairman's other significant commitments include his appointments as Finance Director of Phama E Limited, a private pharmaceutical supplier; a Non-Executive Director of Close Assets Funds Limited and Managing Director of Xocoatl Limited, a private investment company.

The Directors, in the furtherance of their duties, may take independent professional advice at the Company's expense. The Directors also have access to the advice and services of the Corporate and Shareholder Advisory Agent and the Secretary through its respected appointed representatives who are responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. To enable the Board to function effectively and allow Directors to discharge their responsibilities, full and timely access is given to all relevant information.

BOARD COMMITTEES

AUDIT COMMITTEE

Throughout the Year an Audit Committee has been in operation. The Audit Committee is chaired by Robert Milroy and each of the other Board members, with the exception of David Netherway, are members. The Audit Committee operates within clearly defined Terms of Reference and provides a forum through which the Company's external auditors report to the Board.

The Audit Committee meets at least twice a year and reviews, inter alia, the financial reporting process and the system of internal control and management of financial risks including understanding the current areas of greatest financial risk and how these are managed by the Investment Manager, reviewing half-yearly and annual financial statements, assessing the fairness of preliminary and interim statements and disclosures and reviewing the external audit process. The Audit Committee is responsible for overseeing the Company's relationship with the external auditors, including making recommendations to the Board on the appointment of the external auditors and their remuneration. The Audit Committee considers the nature, scope and results of the auditor's work and reviews, and develops and implements policy on the supply of any non-audit services that are to be provided by the external auditors. It receives and reviews reports from the Investment Manager and the Company's external auditors relating to the Company's annual report and financial statements.

The Audit Committee focuses particularly on compliance with legal requirements, accounting standards and the Listing Rules and ensures that an effective system of internal financial and non-financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and financial statements remains with the Board of Directors.

During the Year the Audit Committee met to consider the interim management statements, the half-yearly financial report to 31 December 2010 and Annual Report and Financial Statements and these meetings were attended by all Audit Committee members.

REMUNERATION AND MANAGEMENT ENGAGEMENT COMMITTEE

The Remuneration and Management Engagement Committee is chaired by Robert Milroy and each of the other Board members are members except David Netherway. The Remuneration and Management Engagement Committee meets at least twice a year and reviews, inter alia, the appointment and remuneration of the Investment Manager and of other suppliers of services to the Company as well as the fees of the Directors.

NOMINATION COMMITTEE

The Nomination Committee, chaired by Nick Falla, comprises each of the Directors. The Nomination Committee meets as and when it is deemed appropriate to review, inter alia, the structure, size and composition of the Board and to identify, nominate and recommend for approval of the Board, candidates to fill Board vacancies as and when they arise. As the Company is in its early stages it has not been deemed appropriate for the Nomination Committee to formally meet.

INTERNAL CONTROL AND FINANCIAL REPORTING

The Board is responsible for establishing and maintaining the Company's system of internal control which are reviewed for effectiveness on an annual basis. The Directors review not just internal financial controls but all controls including operations, compliance and risk management. Internal controls are designed to meet the particular needs of the Company and the risks to which it is exposed, and by their very nature provide reasonable, but not absolute, assurance against material misstatement or loss. The key procedures which have been established to provide effective internal control are as follows:

-- Investment management is provided by Altus Capital Limited under the Investment Management Agreement. The Board is responsible for setting the overall investment policy and monitors the actions of the Investment Manager at regular Board meetings.

-- Administration and company secretarial duties for the Company are performed by Anson Fund Managers Limited.

-- Custody of assets is undertaken by Anson Custody Limited and Royal Bank of Canada (Channel Islands) Limited.

-- The duties of investment management, accounting and the custody of assets are segregated. The procedures of the individual parties are designed to complement one another.

-- The Directors of the Company clearly define the duties and responsibilities of their agents and advisers. The appointment of agents and advisers is conducted by the Board after consideration of the quality of the parties involved; the Board monitors their ongoing performance and contractual arrangements.

-- The Directors of the Company regularly review the performance and contractual arrangements with the Investment Manager, other agents and advisers.

-- Mandates for authorisation of investment transactions and expense payments are set out by the Board.

-- The Board reviews detailed financial information produced by the Investment Manager and the Administrator on a regular basis.

The Company does not have an internal audit department. All the Company's management and administration functions are delegated to independent third parties and it is therefore felt there is no need for the Company to have an internal audit facility. However, this matter is reviewed periodically.

DIALOGUE WITH SHAREHOLDERS

All holders of Ordinary Shares in the Company have the right to receive notice of, and attend, the general meetings of the Company, during which the Board and the Investment Manager are available to discuss issues affecting the Company.

The primary responsibility for shareholder relations lies with the Investment Manager and the Corporate and Shareholder Advisory Agent. However, the Directors are always available to enter into dialogue with shareholders and the Chairman is always willing to meet major shareholders as the Company believes such communication to be important. The Company's Directors can be contacted at the Company's registered office.

GENERAL MEETING

The notice of the Company's forthcoming general meeting (the "GM") is set out on page 47.

GOING CONCERN

The Company's principal activities are set out in Appendix 1 detailing the Investment Policy and Strategy on pages 48 to 52. The financial position of the Company is set out on page 27. In addition, Note 14 to the financial statements includes the Company's objectives, policies and processes for managing its capital; its financial risk management objectives and its exposures to credit risk and liquidity risk.

The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements and that they have been prepared in accordance with Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009, published by the Financial Reporting Council.

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 Law requires the Directors to prepare Financial Statements for each financial year. Under that Law the Directors are required to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. Under the Law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these Financial Statements, International Accounting Standard 1 requires that Directors:

-- properly select and apply accounting policies;

-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

-- provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

-- make an assessment of the Company's ability to continue as a going concern.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with the Law. They are also responsible for safeguarding the assets of the Company 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 Company's website. Legislation in Guernsey and the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

DISCLOSURE OF INFORMATION TO AUDITOR

The Directors who held office at the date of approval of this Directors' Report confirm in accordance with the provisions of Section 249 of the Law that, so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware; and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.

AUDITOR

Deloitte LLP has expressed its willingness to continue in office as Auditor. A resolution proposing their reappointment will be submitted at the forthcoming general meeting to be held pursuant to section 199 of the Law.

RESPONSIBILTY STATEMENT

We confirm that to the best of our knowledge the Financial Statements, prepared in accordance with IFRS, as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company.

Signed on behalf of the Board on 14 September 2011:

Nick Falla Robert Milroy

Chairman Director

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ALTUS RESOURCE CAPITAL LIMITED

We have audited the Financial Statements of Altus Resource Capital Limited for the year ended 30 June 2011 which comprise the Statement of Financial Position, the Statement of Comprehensive Income, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes 1 to 15. The financial reporting framework that has been applied in their preparation is applicable law and IFRS as adopted by the European Union.

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.

RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR

As explained more fully in the Statement of Directors' Responsibilities on page 21, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the Financial Statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS

An audit involves obtaining evidence about the amounts and disclosures in the Financial Statements sufficient to give reasonable assurance that the Financial Statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the Financial Statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited Financial Statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

OPINION ON FINANCIAL STATEMENTS

In our opinion the Financial Statements:

-- give a true and fair view of the state of the Company's affairs as at 30 June 2011 and of its profit for the year then ended;

-- have been properly prepared in accordance with IFRS as adopted by the European Union; and

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

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

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:

-- adequate accounting records have not been kept; or

-- the Financial Statements are not in agreement with the accounting records and returns; or

-- we have not received all the information and explanations we require for our audit.

John G Clacy FCA

for and on behalf of Deloitte LLP

Chartered Accountants and Recognised Auditors

Guernsey, Channel Islands

14 September 2011

Neither an audit nor a review provides assurance on the maintenance and integrity of the website, including controls listed to achieve this and in particular whether any changes have occurred to the financial information since first published. These matters are the responsibility of the Directors but no control procedures can provide absolute assurance in this area.

Legislation in Guernsey governing the preparation and dissemination of financial information differs from legislation in other jurisdictions.

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2011

 
                                                     Year ended   30 Apr 2009 
                                                         30 Jun     to 30 Jun 
                                                           2011          2010 
                                            Notes           GBP           GBP 
 
 Net movement in unrealised appreciation 
  of investments                              7       3,779,477     6,487,763 
 
 Realised gains on investments                7      25,306,768     6,100,329 
 
 Operating income                             3         560,540       154,945 
 
 Operating expenses                           4     (6,430,515)   (1,959,978) 
                                                   ------------  ------------ 
 
 Net gains for the year/period 
  attributable to shareholders                       23,216,270    10,783,059 
                                                   ------------  ------------ 
 
 Other Comprehensive Income                                   -             - 
                                                   ------------  ------------ 
 
 Total Comprehensive Income                          23,216,270    10,783,059 
                                                   ============  ============ 
 
 
 Earnings per share for the year 
  / period 
 - Basic and Diluted                          6            0.59          0.34 
                                                   ============  ============ 
 

There are no recognised gains or losses for the year other than those disclosed above.

In arriving at the results for the financial year, all amounts above relate to continuing operations.

The notes on pages 30 to 44 form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION

As at 30 June 2011

 
                                                   30 Jun 
                                                     2011   30 Jun 2010 
                                       Notes          GBP           GBP 
 
 NON-CURRENT ASSETS 
 Financial assets designated as 
  at fair value through profit and 
  loss                                   7     59,605,055    47,389,549 
 
 CURRENT ASSETS 
 Cash and cash equivalents                     23,083,865     3,716,991 
 Trade and other receivables             8        447,882        30,376 
                                              -----------  ------------ 
                                               23,531,747     3,747,367 
 
 TOTAL ASSETS                                  83,136,802    51,136,916 
                                              ===========  ============ 
 
 CURRENT LIABILITIES 
 Trade and other payables                9      6,535,219       247,599 
                                              -----------  ------------ 
                                                6,535,219       247,599 
 
 NON-CURRENT LIABILITIES 
 Payables - due after one year          10              -     1,206,471 
 
 TOTAL LIABILITIES                              6,535,219     1,454,069 
                                              -----------  ------------ 
 
 NET ASSETS                                    76,601,583    49,682,847 
                                              ===========  ============ 
 
 
 EQUITY 
 Share premium                          12     42,602,254    38,899,788 
 Revenue reserve                               33,999,329    10,783,059 
                                              -----------  ------------ 
 
 TOTAL EQUITY                                  76,601,583    49,682,847 
                                              ===========  ============ 
 
 
 Net asset value per Ordinary Share 
  based on                                          Pence         Pence 
 39,719,569 (2010: 36,997,233) 
  shares in issue                                  192.85        134.28 
                                              ===========  ============ 
 

The Financial Statements were approved by the Board of Directors and authorised for issue on 14 September 2011 and are signed on its behalf by:

Nick Falla Robert Milroy

Chairman Director

The notes on pages 30 to 44 form an integral part of these financial statements.

STATEMENT OF CASH FLOWS

For the year ended 30 June 2011

 
                                                     Year ended    30 Apr 2009 
                                                         30 Jun             to 
                                                           2011    30 Jun 2010 
                                           Notes            GBP            GBP 
 
 OPERATING ACTIVITIES 
 Net gain for the year / period 
  attributable to shareholders                       23,216,270     10,783,059 
 Net movement in unrealised appreciation 
  on investments                             7      (3,779,477)    (6,487,763) 
 Interest received                                     (78,666)       (35,350) 
 Increase in payables                                 5,219,274      1,315,945 
 Increase in receivables                               (25,904)        (9,210) 
 Realised gains on investments               7     (25,306,768)    (6,100,329) 
                                                  -------------  ------------- 
 
 NET CASH OUTFLOW FROM OPERATING 
  ACTIVITIES                                          (755,271)      (533,648) 
                                                  -------------  ------------- 
 
 INVESTING ACTIVITIES 
 Interest received                                       78,666         35,350 
 Purchase of investments                     7     (65,216,474)   (59,969,393) 
 Sale of investments                         7       81,557,487     25,284,894 
                                                  -------------  ------------- 
 
 NET CASH INFLOW / (OUTFLOW) FROM 
  INVESTING ACTIVITIES                               16,419,679   (34,649,149) 
                                                  -------------  ------------- 
 
 FINANCING ACTIVITIES 
 Proceeds from issue of shares              12        3,818,894     40,667,020 
 Issue costs                                12        (116,428)    (1,767,232) 
                                                  -------------  ------------- 
 
 NET CASH INFLOW FROM FINANCING 
  ACTIVITIES                                          3,702,466     38,899,788 
                                                  -------------  ------------- 
 
 CASH AND CASH EQUIVALENTS AT BEGINNING 
  OF YEAR / PERIOD                                    3,716,991              - 
 
 Increase in cash and cash equivalents               19,366,874      3,716,991 
                                                  -------------  ------------- 
 
 CASH AND CASH EQUIVALENTS AT END 
  OF YEAR / PERIOD                                   23,083,865      3,716,991 
                                                  =============  ============= 
 

The notes on pages 30 to 44 form an integral part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2011

 
                              Share                   Accumulated 
                            Capital   Share Premium       Profits        Total 
                   Notes        GBP             GBP           GBP          GBP 
 
 Balance as at 1 
  July 2010                       -      38,899,788    10,783,059   49,682,847 
 
 Net gain for 
  the year                        -               -    23,216,270   23,216,270 
 
 Share issue 
  proceeds          12            -       3,818,894             -    3,818,894 
 
 Issue costs        12            -       (116,428)             -    (116,428) 
                          ---------  --------------  ------------  ----------- 
 
 Balance as at 
  30 June 2011                    -      42,602,254    33,999,329   76,601,583 
                          =========  ==============  ============  =========== 
 
 
                             Share                   Accumulated 
                           Capital   Share Premium       Profits         Total 
                  Notes        GBP             GBP           GBP           GBP 
 
 Balance as at 
 30 April 2009                   -               -             -             - 
 
 Net gain for 
  the period                     -               -    10,783,059    10,783,059 
 
 Share issue 
  proceeds         12            -      40,667,020             -    40,667,020 
 
 Issue costs       12            -     (1,767,232)             -   (1,767,232) 
                         ---------  --------------  ------------  ------------ 
 
 Balance as at 
  30 June 2010                   -      38,899,788    10,783,059    49,682,847 
                         =========  ==============  ============  ============ 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2011

1. GENERAL INFORMATION

Altus Resource Capital Limited (the "Company") is a closed-ended investment company incorporated in Guernsey on 30 April 2009, which listed on the Specialist Fund Market of the London Stock Exchange on 30 June 2009 and on the Channel Islands Stock Exchange on 22 December 2009.

The principal activity of the Company is to realise capital growth from a concentrated portfolio of junior resource equities and to generate a significant capital return to shareholders.

2. ACCOUNTING POLICIES

The significant accounting policies adopted by the Company are as follows:

(a) Basis of Preparation

The financial statements have been prepared in conformity with International Financial Reporting Standards ("IFRS") as adopted by the EU which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB") and International Financial Reporting Interpretations Committee ("IFRIC") and applicable Guernsey law. The financial statements have been prepared on a historical cost basis except for the measurement at fair value of certain financial instruments.

The following Standards or Interpretations have been adopted in the current year. Their adoption has not had any impact on the amounts reported in these financial statements and is not expected to have any impact on future financial periods:

IFRS 8 Operating Segments (amendments)

IAS 1 Presentation of Financial Statements (amendments)

IAS 7 Statement of Cash Flows (amendments)

IAS 32 Classification of Rights Issue (amendments)

IAS 39 Financial Instruments: Recognition and Measurement (amendments)

IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments

The following Standards or Interpretations have been issued by the IASB but not yet adopted by the Company:

IFRS 7 Financial Instruments: Disclosures (enhancing disclosures on transfers of financial assets) effective for annual periods beginning on or after 1 July 2011.

IFRS 9 Financial Instruments: Classification and Measurement effective for annual periods beginning on or after 1 January 2015.

IAS 24 Related Party Disclosures effective for annual periods beginning on or after 1 January 2011.

The Directors have considered the above and are of the opinion that these Standards and Interpretations are not expected to have an impact on the Company's financial statements except for the presentation of additional disclosures and changes in the presentation of components of the financial statements. These items will be applied in the first financial period for which they are required.

(b) Going concern

After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Directors believe the Company is well placed to manage its business risks successfully despite the current economic climate. Accordingly, the Directors have adopted the going concern basis in preparing the financial information.

(c) Taxation

The Company has been granted exemption under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 from Guernsey Income Tax, and is charged an annual fee of GBP600.

(d) Expenses

All expenses are accounted for on an accruals basis.

(e) Interest income

Interest income is accounted for on an accruals basis.

(f) Cash and cash equivalents

Cash at bank and short term deposits which are held to maturity are carried at cost. Cash and cash equivalents are defined as call deposits, short term deposits and highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value. For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and deposits at bank.

(g) Share issue costs

The share issue costs borne by the Company are recognised in the Statement of Changes in Equity, as the Company's Ordinary Shares have no fixed redemption date.

(h) Investments

All investments and derivative financial instruments have been designated as financial assets "at fair value through profit and loss". Investments are initially recognised on the date of purchase at cost, being the fair value of the consideration given, excluding transaction costs associated with the investment. After initial recognition, investments are measured at fair value,

with unrealised gains and losses on investments and impairment of investments recognised in the Statement of Comprehensive Income. Commissions paid on the sale or purchase of investments are recognised in the Statement of Comprehensive Income as incurred.

Fair value is the amount for which the financial instruments could be exchanged, or a liability settled, between knowledgeable willing parties in an arms length transaction. Fair value also reflects the credit quality of the issuers of the financial instruments.

For investments and options actively traded in organised financial markets, fair value is determined by reference to Stock Exchange quoted market bid prices as at the close of business on the reporting date. If no quoted market price is available as at the close of business on the reporting date, the last available market bid price is used.

Valuations of unquoted trade investments and warrants are based on valuations provided to the Company by Altus Capital Limited (the "Investment Manager"). These valuations are intended to be an indication of the fair value of those investments, using valuation techniques designed to reflect the best estimation of the price at which they could be sold, even though there is no guarantee that a willing buyer might be found if the Company chose to sell the relevant investment. The indicative fair values of the investments are based on an approximation of the market level of the investments. As the investments are not traded in an active market, the indicative fair value is determined by using valuation techniques. The Investment Manager uses a variety of methods and makes assumptions that are based on market conditions existing at the reporting date. Different assumptions regarding these factors, combined with different valuation techniques and models used, could lead to different valuations of the financial instruments by different parties.

(i) Trade Date Accounting

All "regular way" purchases and sales of financial assets are recognised on the "trade date", i.e. the date that the entity commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of the asset within the time frame generally established by regulations or convention in the market place.

(j) Segmental Reporting

The Directors are of the opinion that the Company is engaged in a single segment of business, being investment business and operates solely from Guernsey, therefore no segmental reporting is provided.

3. OPERATING INCOME

 
                               Year ended    30 Apr 2009 
                                   30 Jun             to 
                                     2011    30 Jun 2010 
                                      GBP            GBP 
 
 Bank interest                     78,666         35,350 
 Dividend income                   23,164              - 
 Loan interest income              49,500         52,476 
 Sundry income                    107,817         67,119 
 Profit on foreign exchange       301,393              - 
 
                                  560,540        154,945 
                              ===========  ============= 
 

4. OPERATING EXPENSES

 
                                       Year ended    30 Apr 2009 
                                           30 Jun             to 
                                             2011    30 Jun 2010 
                                              GBP            GBP 
 
 Company formation costs                        -         28,600 
 Investment Manager's fee                 682,243        223,596 
 Performance fees                       5,113,406      1,206,471 
 Accountancy fees                           6,000          5,870 
 Administrator's fee                       53,101         42,039 
 Registrar's fee                            7,176          6,448 
 Directors' fees                           66,729         51,892 
 Custody fees                              25,580          7,000 
 Audit fee                                 23,972         12,000 
 Directors' and Officers' insurance         5,395         11,767 
 Annual fees                               11,964         10,114 
 Printing and stationery                    1,500          1,500 
 Bank interest and charges                  9,595         17,577 
 Commissions paid                         215,723        147,680 
 Corporate and shareholder advisory 
  fees                                    121,320         66,590 
 Sponsor fees                               6,000          9,140 
 Legal and professional fees                    -          6,619 
 Sundry costs                              80,811         24,333 
 Loss on foreign exchange                       -         80,742 
                                      -----------  ------------- 
 
                                        6,430,515      1,959,978 
                                      ===========  ============= 
 

5. DIRECTORS' REMUNERATION

The Directors are paid GBP15,000 per annum. In addition to GBP15,000 per annum, Nicholas Falla receives an additional fee of GBP3,750 as Chairman and Robert Milroy receives an additional fee of GBP3,000 as Chairman of the audit committee.

6. EARNINGS PER SHARE

Earnings per Ordinary Share is calculated by dividing the net gain for the year attributable to holders of Ordinary Shares ("Shareholders") of GBP23,216,270 (2010: GBP10,783,059) by the weighted average number of Ordinary Shares in issue during the year (39,472,764 (2010: 31,738,993)). There are no dilutive instruments and therefore basic and diluted earnings per Ordinary Share are identical.

7. INVESTMENTS

 
                                                TOTAL 
                                               30 Jun          TOTAL 
                                                 2011    30 Jun 2010 
                                                  GBP            GBP 
 
 Opening portfolio cost                    40,901,786              - 
 
 Additions - cost                          65,078,350     60,107,517 
 
 Sales                                   (81,949,089)   (25,306,060) 
 
 Realised gain on investments              25,306,768      6,100,329 
 
 Unrealised appreciation on valuation 
  brought forward                           6,487,763              - 
 
 Unrealised appreciation on valuation 
  for the year / period                     3,779,477      6,487,763 
                                        -------------  ------------- 
 
 Closing valuation                         59,605,055     47,389,549 
                                        =============  ============= 
 
 Unrealised appreciation on valuation 
  carried forward                          10,267,240      6,487,763 
                                        -------------  ------------- 
 

IFRS 7 requires the fair value of investments to be disclosed by the source of inputs, using a three-level hierarchy as detailed below:

Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2);

Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

Investments held by the Company have been classified as Level 1, for those investments that are quoted and are valued using quoted market bid prices and Level 2, for those unquoted investments that are valued using standard modelling techniques by the Investment Manager using observable inputs and Level 3 for the private equity investments that are valued at purchase price, after taking account of foreign exchange movements. This is in accordance with the fair value hierarchy.

Details of the value of each classification are listed in the table below. Values are based on the fair value of the investment as at the reporting date:

 
              Fair Value     Fair Value 
             30 Jun 2011    30 Jun 2010 
                     GBP            GBP 
 
 Level 1      54,276,800     44,503,981 
 Level 2       2,213,572      2,885,568 
 Level 3       3,114,683              - 
           -------------  ------------- 
 
 Total        59,605,055     47,389,549 
           =============  ============= 
 

The following table shows a reconciliation of all the movements in the fair value of financial instruments categorised within Level 3 between the beginning and the end of the reporting year:

 
                                           30 Jun   30 Jun 2010 
                                             2011           GBP 
                                              GBP 
 
 Opening portfolio cost                         -             - 
 
 Additions - cost                       3,105,976             - 
 
 Unrealised appreciation on valuation       8,707             - 
  for the year / period 
                                       ----------  ------------ 
 
 Closing valuation                      3,114,683             - 
                                       ==========  ============ 
 

There have been no transfers between Level 1 and Level 2 of the fair value hierarchy during the year under review.

8. TRADE AND OTHER RECEIVABLES

 
                    30 Jun 
                      2011   30 Jun 2010 
                       GBP           GBP 
 
 Accrued income     25,459             - 
 Prepayments         9,655         9,210 
 Broker debtors    412,768        21,166 
                  --------  ------------ 
 
                   447,882        30,376 
                  ========  ============ 
 

The above carrying value of receivables is equivalent to its fair value.

9. TRADE AND OTHER PAYABLES

(amounts falling due within one year)

 
                        30 Jun 
                          2011   30 Jun 2010 
                           GBP           GBP 
 
 Accrued expenses    6,535,219       109,475 
 Broker creditors            -       138,124 
                    ----------  ------------ 
 
                     6,535,219       247,599 
                    ==========  ============ 
 

The carrying value of payables is equivalent to its fair value.

10. PAYABLES

(amounts falling due after one year)

 
                      30 Jun 
                        2011   30 Jun 2010 
                         GBP           GBP 
 
 Accrued expenses          -     1,206,471 
                    --------  ------------ 
 
                           -     1,206,471 
 ===========================  ============ 
 

The above carrying value payables is equivalent to its fair value.

11. SHARE CAPITAL

 
 Authorised                               SHARES   GBP 
 
 Unlimited number of Ordinary Shares   Unlimited     - 
  of no par value 
                                      ==========  ==== 
 
 
 Issued 
 
 Date of issue                        SHARES   GBP 
 
 29 June 2009                     26,000,000     - 
 21 December 2009                 10,997,233     - 
                                 -----------  ---- 
 
 Ordinary Shares in issue as at   36,997,233     - 
  30 June 2010 
 
 3 August 2010                     2,722,336     - 
                                 -----------  ---- 
 
 Ordinary Shares in issue as at   39,719,569     - 
  30 June 2011 
                                 ===========  ==== 
 

Holders of Ordinary Shares are entitled to receive, and participate in, any dividends out of income; other distributions of the Company available for such purposes and resolved to be distributed in respect of any accounting period; or other income or right to participate therein.

On a winding up, Ordinary shareholders are entitled to the surplus assets remaining after payment of all the creditors of the Company.

Ordinary shareholders also have the right to receive notice of and to attend, speak and vote at general meetings of the Company and each Member being present in person or by proxy or by a duly authorised representative at a meeting shall upon a show of hands have one vote and upon a poll each such holder present or by proxy or by a duly authorised representative shall have one vote in respect of every Ordinary Share held by him.

12. SHARE PREMIUM

 
                                                 GBP 
 
 Premium on shares issued 29 June 
  2009                                    26,000,000 
 Premium on shares issued 21 December 
  2009                                    14,667,020 
 Issue costs                             (1,767,232) 
 
 Share premium as at 30 June 2010         38,899,788 
 
 Premium on shares issued 3 August 
  2010                                     3,818,894 
 Issue costs                               (116,428) 
 
 Share premium as at 30 June 2011         42,602,254 
                                        ============ 
 

Under IAS 32 'Financial Instruments: Presentation', transaction costs of an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.

13. FINANCIAL INSTRUMENTS

The Company's main financial instruments comprise:

(a) Cash and cash equivalents that arise directly from the Company's operations; and

(b) Quoted and unquoted investment securities.

14. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The main risks arising from the Company's financial instruments are market price risk, credit risk, liquidity risk, interest rate risk, foreign exchange risk and capital management risk. The Board regularly reviews and agrees policies for managing each of these risks and these are summarised below:

(a) Market Price Risk

Market price risk arises mainly from uncertainty about future prices of financial instruments held. It represents the potential loss the Company might suffer through holding market positions in the face of price movements. The Manager actively monitors market prices and reports to the Board as to the appropriateness of the prices used for valuation purposes. A list of the top 10 investments held by the Company at the year end is shown in the Schedule of Top 10 Investments on page 45.

If the value of the Company's investment portfolio were to increase by 30%, it would represent a gain of GBP17,881,517 (2010: GBP14,216,865). This would cause the net asset value of the Company to rise by 23.34% (2010: 28.62%).

If the value of the Company's investment portfolio were to decrease by 30%, it would represent a decrease of GBP17,881,517 (2010: GBP14,216,865). This would cause the net asset value of the Company to fall by 23.34% (2010: 28.62%).

Some of the market price risk is mitigated by the use of various put options.

(b) Credit Risk

Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with the Company. The Directors receive financial information on a regular basis which is used to identify and monitor risk.

It is Company policy not to invest more than 20% of the gross assets of the Company in the securities of any one company or group at the time the investment is made.

The Company has no significant concentration of credit risk, with exposure spread over a large number of investments. At 30 June 2011 the Company's largest exposure to a single investment was GBP5,529,295 (2010: GBP4,004,066), which represents 9.28% (2010: 8.45%) of the total market value of the Company's investments.

Investors should be aware that the prospective returns to Shareholders mirror the returns under the investments held or entered in to by the Company and that any default by an issuer of any such investment held by the Company would have a consequential adverse effect on the ability of the Company to pay some or all of the entitlement to Shareholders. Such a default might, for example, arise on the insolvency of an issuer of an investment.

The Company's financial assets exposed to credit risk are as follows:

 
                                30 Jun 
                                  2011   30 Jun 2010 
                                   GBP           GBP 
 
 Investments in equities 
  / warrants                59,605,055    47,389,549 
 Cash at bank               23,083,865     3,716,991 
 Receivables                   447,882        30,376 
                           -----------  ------------ 
 
                            83,136,802    51,136,916 
                           ===========  ============ 
 

The Company is exposed to credit risk in respect of its cash and cash equivalents, arising from possible default of the relevant counterparty, with a maximum exposure equal to the carrying value of those assets. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies. The Company monitors the placement of cash balances on an ongoing basis.

The Company invests its cash and cash equivalents with Royal Bank of Canada (Channel Islands) Limited, Barclays Private Clients International Limited and Lloyds TSB Offshore Limited.

The investments of the Company are held in custody by Anson Custody Limited or Royal Bank of Canada (Channel Islands) Limited ("RBCCI"). Bankruptcy or insolvency of the Custodians may cause the Company's rights with respect to investments held by the Custodians to be delayed. Investments held with Anson Custody Limited are held in a Crest account maintained by Anson Registrars Limited in a sub-account designated exclusively for the Company. This ensures that the investments are ring fenced and will be protected should Anson Custody Limited become bankrupt or insolvent.

RBCCI mitigate risk by using a subcustodian network comprising top-rated and well respected counterparties. The custodian network is monitored on an ongoing basis to ensure that each one continues to meet RBCCI's stringent criteria.

(c) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in realising assets or otherwise raising funds to meet financial commitments. The Company's main financial commitment is its ongoing operating expenses.

The Investment Manager ensures that the Company has sufficient liquid resources available to fulfil its operational plans and to meet its financial obligations as they fall due.

The table below details the residual contractual maturities of financial liabilities:

 
                       1-3 months   Over 1 year 
 As at 30 June 2011           GBP           GBP 
 
 Accrued expenses       6,535,219             - 
                      ===========  ============ 
 
                       1-3 months   Over 1 year 
 As at 30 June 2010           GBP           GBP 
 
 Accrued expenses         109,475     1,206,471 
 Broker creditors         138,124             - 
                      -----------  ------------ 
 
                          247,599     1,206,471 
                      ===========  ============ 
 

(d) Interest Rate Risk

The Company holds cash in several bank accounts, the return on which is subject to fluctuations in market interest rates.

Other than cash and cash equivalents, none of the assets or liabilities of the Company, attract or incur interest.

The following table details the Company's exposure to interest rate risks:

 
                            Floating         Fixed 
                           Less than      3 months   Non-interest 
                             1 month    - 6 months        bearing        Total 
 As at 30 June 2011              GBP           GBP            GBP          GBP 
 Assets 
 Designated as at fair 
 value through profit 
 or loss on initial 
 recognition: 
 Investments                       -             -     59,605,055   59,605,055 
 Loans and receivables: 
 Accrued income                    -             -         25,459       25,459 
 Prepayments                       -             -          9,655        9,655 
 Broker debtors                    -             -        412,768      412,768 
 Cash and cash 
  equivalents             23,083,865             -              -   23,083,865 
                         -----------  ------------  -------------  ----------- 
 
 Total Assets             23,083,865             -     60,052,937   83,136,802 
                         ===========  ============  =============  =========== 
 
 Liabilities 
 Financial liabilities 
  measured at amortised 
  cost: 
 Accrued expenses                  -             -      6,535,219    6,535,219 
                         -----------  ------------  -------------  ----------- 
 
 Total Liabilities                 -             -      6,535,219    6,535,219 
                         ===========  ============  =============  =========== 
 
 Total interest           23,083,865             - 
  sensitivity gap 
                         -----------  ------------ 
 
 
                            Floating         Fixed 
                           Less than      3 months   Non-interest 
                             1 month    - 6 months        bearing        Total 
 As at 30 June 2010              GBP           GBP            GBP          GBP 
 Assets 
 Designated as at fair 
 value through profit 
 or loss on initial 
 recognition: 
 Investments                       -       293,117     47,096,432   47,389,549 
 Loans and receivables: 
 Prepayments                       -             -          9,210        9,210 
 Broker debtors                    -             -         21,166       21,166 
 Cash and cash 
  equivalents              3,716,991             -              -    3,716,991 
                         -----------  ------------  -------------  ----------- 
 
 Total Assets              3,716,991       293,117     47,126,808   51,136,916 
                         ===========  ============  =============  =========== 
 
 Liabilities 
 Financial liabilities 
  measured at amortised 
  cost: 
 Accrued expenses                  -             -      1,315,945    1,315,945 
 Broker creditors                  -             -        138,124      138,124 
                         -----------  ------------  -------------  ----------- 
 
 Total Liabilities                 -             -      1,454,069    1,454,069 
                         ===========  ============  =============  =========== 
 
 Total interest 
  sensitivity gap          3,716,991       293,117 
                         -----------  ------------ 
 

Interest rate sensitivity

If interest rates had been 25 basis points higher and all other variables were held constant, the Company's net gain attributable to Shareholders for the year ended 30 June 2011 would have increased by approximately GBP57,710 (2010: GBP9,292) or 0.08% (2010: 0.02%) of Net Assets due to an increase in the amount of interest receivable on the bank balances.

If interest rates had been 25 basis points lower and all other variables were held constant, the Company's net gain attributable to Shareholders for the year ended 30 June 2011 would have decreased by approximately GBP57,710 (2010: GBP9,292) or 0.08% (2010: 0.02%) of Net Assets due to a decrease in the amount of interest receivable on the bank balances.

(e) Foreign Exchange Risk

A substantial proportion of the Company's portfolio is invested in overseas securities and movements in exchange rates can significantly affect their Sterling value. The Company does not normally hedge against foreign currency movements affecting the value of the investment portfolio, but takes account of this risk when making investment decisions.

The Company undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed by minimising the amount of foreign currency held at any one time.

The carrying amounts of the Company's foreign currency denominated monetary assets at the reporting date are as follows:

 
                          30 Jun 
                            2011   30 Jun 2010 
                             GBP           GBP 
 
 Australian Dollar    19,038,982    18,484,613 
 Canadian Dollar      30,678,201    14,510,897 
 US Dollar             4,353,339       819,791 
                     -----------  ------------ 
 
                      54,070,522    33,815,301 
                     ===========  ============ 
 

(f) Capital Management

The investment objective of the Company is to provide Shareholders with attractive long term returns, expected to be in the form of capital, through a diversified portfolio.

As the Company's Ordinary Shares are traded on the SFM, the Ordinary Shares may trade at a discount to their Net Asset Value per Share on occasion. However, in structuring the Company, the Directors have given detailed consideration to the discount risk and how this may be managed.

The Company monitors capital on the basis of the carrying amount of equity as presented on the face of the Statement of Financial Position.

15. RELATED PARTY TRANSACTIONS AND DIRECTORS BENEFICIAL INTERESTS

The Company is managed by the Investment Manager, a wholly-owned FSA authorised and regulated subsidiary of Altus Strategies Limited. Altus Strategies Limited owns 150,000 Ordinary Shares (0.38%) in the Company.

The Director David Netherway is a non-executive chairman of Altus Strategies Limited, which as mentioned above, owns 150,000 shares (0.38%) in Altus Resource Capital Limited. David Netherway is also non-executive chairman of Kilo Goldmines Limited, whose equities and warrants are invested in by the Company. The total investment in Kilo Goldmines Limited represents 3.5% of the market value of the Company's investments. David Netherway is a director of GMA Resources, whose loan stock was invested in by the Company during the current and previous periods. The investment in GMA Resources was disposed of before the reporting date. David Netherway is also a Director of Gryphon Minerals Limited, whose equity was invested in by the Company during the current and previous periods and subsequent to the year end.

The Director Nick Falla holds 20,000 Ordinary Shares (0.05%) in the Company.

The Director David Gelber holds 50,000 Ordinary Shares (0.13%) in the Company. This is held as part of a nominee trust holding in the Company.

The Director Robert Milroy holds 20,000 Ordinary Shares (0.05%) in the Company.

Under the Investment Management Agreement, the Investment Manager is entitled to receive fees of the greater of 0.85% per annum of the Company's Net Asset Value or GBP150,000 per annum. During the year the Company incurred GBP682,243 (2010: GBP223,596) of fees, of which GBP162,332 (2010: GBP61,934) was outstanding at the year end as shown in accrued expenses.

During the year, the Company was charged travel expenses totalling GBP61,016 (2010: GBP13,695) by the Investment Manager.

The Investment Manager is also entitled to receive a performance fee (the "Performance Fee"). The first component of the Performance Fee will be paid for the first time in respect of the financial accounting period first ending following the second anniversary of the date of Admission to the London Stock Exchange. An accrual of the amount due has been made at 30 June 2011. The fee is equal to 20% of the excess of the NAV per Share as at the end of the financial accounting period (adjusted to account for dividends and returns of capital paid out during the period and in respect of which the Manager has been paid or is to be paid the second component of the Performance Fee) over the basic performance hurdle, this being an amount equal to the Issue Price increased by 10% of the Issue Price per annum up to the end of the relevant performance period. Thereafter this fee shall be paid on an annual basis in respect of each financial period subject to the basic performance hurdle and a high watermark having been exceeded. The high watermark is the NAV at the end of the financial period in respect of which the last Performance Fee was paid. If, however, the high watermark is not exceeded for any consecutive period of three years it shall be re-based to a value equal to the NAV as at the end of the third

financial period. The basic performance hurdle, as described above, must however still be exceeded in order for this component of the performance fee to be payable.

The first component of the Performance Fee will be paid on a per Share basis, multiplied by the time weighted average of the number of Shares in issue in the relevant performance period (or since Admission in the first performance period) (together, if applicable, with an amount equal to the VAT thereon). In the event that there is a further issue of Shares, a redemption of Shares or other capital reorganisation of the Company, the calculation of the performance fee will be adjusted appropriately.

The second component of the Performance Fee is an amount equal to 20% of the sum of all dividends, distributions and other returns of capital paid out to Shareholders during the relevant performance period (but excluding redemptions and share buy backs that are deemed distributions under the Companies Law), subject to the performance hurdle having been satisfied.

The performance hurdle is the requirement that the NAV on the relevant calculation date must exceed an amount equal to the Issue Price increased by 10% of the Issue Price per annum up to the end of the relevant performance period.

At the end of the Company's second financial year, the Company will pay the Performance Fee. Where the performance hurdle has been exceeded, a Performance Fee will be accrued. However, as at 30 June 2011, no performance fee has been paid, but a Performance Fee of GBP6,319,876 (2010: GBP1,206,471) has been accrued as it appears likely based on the current performance that the performance hurdle will be exceeded. The Manager is entitled to 80 per cent of this Performance Fee.

Nimrod Capital LLP is the Company's Corporate and Shareholder Adviser and is entitled to receive fees of 0.15% of the Company's Net Asset Value per annum. In addition, Nimrod Capital LLP will receive the remaining 20% of the Performance Fee, but as per the Investment Manager, no Performance Fee was paid as at 30 June 2011. During the year the Company incurred GBP121,320 (2010: GBP66,590) of costs, of which GBP28,647 (2010: GBP18,580) was outstanding at the year end as shown in accrued expenses.

TOP 10 INVESTMENTS IN SECURITIES AS AT 30 JUNE 2011

 
                                                           30 Jun 2011 
                                                            Unrealised 
                                                              profit / 
                                     Cost   Market Value        (loss) 
 Investment                           GBP            GBP           GBP 
 
 Adamus Resources Limited       3,165,769      5,529,295     2,363,526 
 Nevsun Resources Com           3,212,096      4,657,290     1,445,194 
 Kenmare Resources                779,952      3,382,287     2,602,335 
 Perseus Mining Limited         2,548,220      3,378,175       829,955 
 Griffin Mining Limited         3,054,338      3,360,175       305,837 
 Banro Corporation Com          2,158,124      3,336,265     1,178,141 
 Minera lrl Limited             3,899,341      3,196,369     (702,972) 
 Cuco Resources Limited         3,105,976      3,114,683         8,707 
 Bathurst Resources Limited       928,161      2,818,128     1,889,967 
 European Goldfields Com          797,158      2,583,180     1,786,022 
                              -----------  -------------  ------------ 
 
                               23,649,135     35,355,847    11,206,712 
                              ===========  =============  ============ 
 

APPENDIX 1 - INVESTMENT POLICY AND STRATEGY

Investment policy

The Company will invest directly or indirectly in what it believes to be undervalued Junior Resource Equities. The Junior Resource Companies that issue such equities will be engaged in the exploration, development and mining of metals and minerals and typically have market capitalisations of less than GBP500 million at the time of investment by the Company or be at an exploration or development stage. As some Junior Resource Companies will be new and growing it is possible that Investee Companies will at the time of investment or shortly thereafter be involved in special situations such as mergers or restructurings. As stated below the Company shall either invest directly in Junior Resource Equities, through participations in intermediate or holding companies or in collective investment schemes that offer exposure to metals and mining equities or in gold and other commodity ETFs.

The Company, as advised by the Investment Manager, anticipates the Junior Resource Equities will be predominantly, but not exclusively, listed or quoted on either UK markets (listed on the Main Market, a regulated market, or trading on AIM, which is not a regulated market) or other recognised stock exchanges including the Australian Stock Exchange, Johannesburg Stock Exchange, Toronto Stock Exchange and TSX Venture Exchange of the Toronto Stock Exchange. As stated below, the Company may also gain exposure to Junior Resource Equities by investing in convertible debt securities, warrants and options that reference Junior Resource Equities. There will be no restriction on the credit rating of the convertible debt securities held by the Company. The Company may also invest in royalties insofar as they are connected to an existing investment in an Investee Company and subject to investments in such royalties not exceeding 10 percent of the Company's NAV.

Investments in private companies and larger listed or publically quoted companies will only be considered where there is deemed to be significant latent value and a desirable growth profile. The Company retains the flexibility to invest in collective investment schemes that offer exposure to metals and mining equities subject to a maximum of 10 percent of the Company's NAV as well as gold and other commodity ETFs which provide a relatively liquid exposure to the underlying commodity. It is anticipated that the Company Portfolio will contain approximately twenty five holdings, each representing between GBP0.5 million and GBP10 million. Typically, the Company will seek to acquire interests of up to 10 percent in Investee Companies but retains the flexibility to acquire larger positions. The aggregate investment in any one Investee Company will not represent more than 20 percent of the Company Portfolio at the time of investment.

The focus of the portfolio will be weighted towards Junior Resource Companies that operate in the gold sector for the next two to three years. The balance of the portfolio will comprise investments in Junior Resource Companies that focus on other commodities that the Company, as advised by the Investment Manager, believes are undervalued, collective investment schemes focused on the metals and mining sector and/or cash and ETFs.

The Company's policy is generally to remain fully invested at all times, save for the Company retaining a cash position of a size sufficient to meet operating expenses and take advantage of new investment opportunities.

The Company does not currently intend to engage in any foreign exchange hedging within its portfolio. Any material change to the investment objective or investment policy of the Company as set out in this document will be made only with the approval of a majority of Shareholders (by voting rights) save that a change to the Company's policy on hedging (to allow the occasional use of tactical hedging to protect the Company against declines in the value of its portfolio positions as a result of changes in currency exchange rates, certain changes in equity markets, interest rates and other such events, including changes in gold prices) has been made with the approval of the Board of Directors of the Company.

The Board will review the investment policy on a continual basis together with the Investment Manager, taking into account market conditions and the size of the portfolio.

As stated above, Shareholder consent will be sought for any material change to the investment policy.

Investment strategy

The Company's investment strategy has been and will continue to be to acquire Junior Resource Equities:

- directly from existing shareholders seeking to reduce their exposure to a particular Junior Resource Company or to the sector in general; or

- through the issue of new equity by the Investee Company, through private placements; or

- through the purchase of convertible loan instruments, where the Company retains the option to convert such instruments into Junior Resource Equities at pre-agreed prices or in accordance with pre-agreed terms or events; or

- through the purchase of options or warrants that reference Junior Resource Equities; or

- through the acquisition of shares on a stock exchange on which the relevant securities are traded.

The Company, as advised by the Investment Manager, considers that the portfolios of many institutional investors include holdings in Junior Resource Equities which may comprise a fairly small percentage of their overall holdings. It may not be economically viable for such institutions to commit the time and bear the costs of becoming actively involved as a shareholder. The Company may provide such institutions with an opportunity to:

- dispose of their non-core holdings and then recycle the proceeds in accordance with their investment priorities; and

- rationalise their portfolios and thereby improve their portfolio efficiency by focussing more resources on their core investments.

In light of the slowdown in the global economy, the initial investment focus at the time of the IPO was weighted towards gold producers in the Junior Resources Sector. This continues to be the investment focus. The Company, as advised by the Investment Manager, expects gold to outperform other commodities and indeed other asset classes over the coming two to three years and gold producers and developers will offer the greatest leverage to a rising gold price. The Company, as advised by the Investment Manager, anticipates that investments in gold companies in the Junior Resources Sector will represent approximately 70 percent of the Company Portfolio by value over this period.

Furthermore, given the paucity of capital available for exploration companies, investments in the initial years will be focused on Junior Resource Companies that are in production or are at the project development stage and which are also either fully funded or are considered likely to be able raise future equity and or debt finance. Exploration and other development companies may also be considered if the Company, as advised by the Investment Manager, believes that they are well financed or, given the quality of their assets, are likely to be financeable in the future. Exploration companies include those undertaking grassroots exploration and those in the process of defining a mineral resource. Production companies are those with producing assets and management teams. Development companies are considered to be those companies with a defined mineral resource under an internationally recognised classification system, that are upgrading the resource, determining the economic viability of the project or building a mine. The Company, as advised by the Investment Manager, anticipates that production and development companies will represent approximately 80 percent of the Company Portfolio by value during the coming two to three years. Investments in exploration companies will be made if the Company, as advised by the Investment Manager, considers that their projects represent strategic or potentially world-class assets that are either likely acquisition targets or which, if the Investee Company elects to develop them alone, will be able to continue to raise the necessary equity finance.

It is anticipated that the businesses and assets of approximately 75 percent of the Investee Companies will be based in emerging markets, although there is no limit on the proportion of assets so invested.

Investment opportunities are sought in Junior Resource Companies with exposure to a more diverse range of commodities. The Company, as advised by the Investment Manager, considers that the longer term fundamentals for commodities remain robust driven by anticipated inflationary pressures, the anticipated (at least partial) recovery of developed economies and demand from emerging BRIC economies. Representing more than 40 percent of the world's population, the Company, as advised by the Investment Manager, expects the industrialisation and urbanisation of BRIC countries to support strong demand for commodities and consequently commodity prices for at least the next decade, albeit after the current global financial uncertainty has dissipated.

When the Investment Manager elects, and is able to, engage with an Investee Company, it adopts a constructive approach with the Board and management so as to encourage them to be active in the pursuit of enhanced value and liquidity in their company's shares. Board representation may be sought with larger shareholdings to ensure a closer scrutiny of the Investee Company's activity. In addition, the Investment Manager will actively support and encourage the Investee Company to consider corporate transactions where such transactions create value and liquidity.

Where a different ownership and/or management structure would enhance value, the Company may seek to initiate changes to capture such value. The Company may also seek to modify existing capital structures and increase or decrease (as it considers appropriate) leverage and/or seek divestiture or of certain businesses of the Investee Company or combinations with other Investee Companies. The Investment Manager must obtain the prior consent of the Board of Directors of the Company or a committee thereof prior to each occasion on which it exercises or refrains from exercising any voting rights attaching to holdings in Investee Companies with respect to (i) matters that might reasonably be considered to have arisen out of any shareholder activist action and (ii) other corporate actions initiated by or at the behest of the Investment Manager (whether acting alone or in concert with one or more parties).

A long-term view is taken with respect to realising value from investments. Investments typically will be held for a two to three year time period during which time the Investment Manager continuously reviews the portfolio in order to assess the most appropriate strategy for each investment. It is anticipated that, whilst some investments may be considered appropriate for sale in the shorter term, the majority will be held for a longer period in order to enable their inherent value to be realised successfully. The Company adopts a flexible strategy in relation to each investment in order to reflect external factors such as changes in market conditions or changes in the circumstances of the investment.

By order of the Board

Altus Resource Capital Limited

Administrative Enquiries:

Anson Fund Managers Limited

Tel: +44 (0) 1481 722 260

Investment Manager:

Altus Capital Limited

Tel: +44 (0) 1235 511767

info@altus-cap.com

Shareholder Enquiries:

Nimrod Capital LLP

Tel: +44 (0) 20 3355 6855

info@nimrodcapital.com

E&OE - In Transmission

END OF ANNOUNCEMENT

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR EADNKFDPFEFF

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