TIDMCICR
RNS Number : 2027U
CIC Mining Resources Ltd
24 December 2012
CIC Mining Resources Ltd.
("CIC" or the "Company")
Non-statutory final results for the year ended 31 January
2012
CIC Mining Resources Ltd. presents its non-statutory final
results for the year ended January 31, 2012.
Financial Highlights
á Revenue CAD$1,661,077
á Net Profit of CAD$324,379
Operational
CIC focus is to primarily earn equity interests in quality
companies as compensation for our services and expertise, which
combined with our advisory work has resulted in significant added
value to CIC this financial year. Further, we also, for the first
time in the CompanyÕs history, took in part payment in cash for
services to cover costs and reduce debt, demonstrating flexibility
in revenue generation.
The Company earned revenues of CAD$1,661,077 (2011: CAD$446,878)
and a pre-tax profit of CAD$324,379 (2011: Loss CAD$2,332,879).
Whilst cash at end of year was CAD$7,608, this low cash position is
a result of the Company using the cash pre-tax profit to reduce
liabilities in December 2011 (just prior to the end of this
financial year) and the focus not to take on any further
liabilities either by loans or by expenditure. The Directors are
carefully monitoring cash resources across the Company and have
instigated a number of initiatives to ensure funding will be
available for future operations and to reduce debt.
The Company has twenty-seven leading Chinese private enterprises
that we have been working with over the past years to get into
shape for a public listing either in North America or Europe. Some
of these companies have large cash reserves and specific industry
expertise that make them ideal to merge with similar enterprises
outside China. The first of the mergers was between Japanese
enterprises in Africa in respect of gold mining and the second was
in the energy sector.
The Company has excellent work in progress and earned equity in
these two enterprises. From this focus we see the company for the
first time earn a profit (2012: CAD$324,379 compared to 2011:
CAD$2,332,879 loss) and reduce debt. For the next financial year we
aim to reduce our liabilities considerably. In the future as we
demonstrated in this financial year, we will operate from our
revenues and build a cash reserve position. In the next financial
year, all loans are expected to be converted to shares in the
Company at the current trading price.
Until investments are realised or publicly quoted, we do not
include private equity holding valuations in our assets this
financial year but strong interest in pre IPO subscriptions of
those entities has delivered additional cash to the Company.
Significant revenues are expected to continue in the next financial
year as we plan to see IPOÕs materialise and valuations of our
equity interests become definable.
The Company just prior to the financial year listed on the AIM
Market of the London Stock Exchange and subsequently delisted from
the Canadian Stock Exchange but retains its public issuer status in
Canada. This dual compliance will ensure strong corporate
governance, disclosure and risk management. The Company is looking
to strengthen the Board.
CIC also invested internally with new corporate offices in
prestigious St Regis Commercial Center in Beijing, China, expanded
the resources for the staff who have remained with the company
since 2004. CIC operating costs are extremely low for the size of
operations allowing for possible future income focused on
generating high returns for shareholders.
Stuart Bromley
Chairman
11 December 2012
Enquiries
CIC Mining Resources Ltd
Stuart J Bromley +86 136 0113 1912
Cairn Financial Advisers LLP
Nominated Adviser
Tony Rawlinson +44 (0)20 7148 7900
CIC MINING RESOURCES LTD.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended January 31,
2012
(In Canadian Dollars)
Note Year ended Year ended
to 31 January, to 31 January,
2012 2011
--- --------------------------------------- ------- ---------------- ----------------------
Revenue
Consulting and advisory services 1,661,077 446,878
General and administrative costs
Depreciation 9,223 9,221
Bank charges and interest on
outstanding taxes 10,385 180,426
Consulting fees 210,878 -
Filing fees and transfer agent 54,315 28,716
Director fees 121,005 5,000
Management fees - 338,011
Meals and entertainment - 2,631
Office and administration 100,713 108,429
Professional fees 194,949 210,572
Rent/Office 456,314 284,630
Salaries 123,836 160,250
Stock based compensation - 285,130
AIM listing expenses - 1,076,669
Travel and promotion 55,080 75,743
------------------------------------------- ------- ---------------- ----------------------
Total general and administrative
costs 1,336,698 2,765,428
Profit (Loss) before other items 324,379 (2,318,550)
Other income (expense)
Gain (loss) on sale on assets
available for sale - (14,329)
Profit (Loss) before income taxes 324,379 (2,332,879)
Income tax 3 - 14,296
------------------------------------------- ------- ---------------- ----------------------
Net Profit for the year 324,379 (2,347,175)
Other comprehensive income / (loss)
Ð foreign
exchange translation 202,689 (97,838)
-------------------------------------------- ------- ---------------- ----------------------
Total Comprehensive Income attributable
to the shareholders 527,068 (2,445,013)
-------------------------------------------- ------- ---------------- ----------------------
Basic earnings / (loss) per share 0.002 (0.02)
Diluted earnings / (loss) per 0.002 (0.02)
shares 4
Weighted average number of shares
outstanding 152,451,777 153,600,803
-------------------------------------------- ------- ---------------- ----------------------
CIC MINING RESOURCES LTD.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at January 31, 2012 (In Canadian Dollars)
----------------------------------------------------------------------------
Note Year ended Year ended
to 31 January, to 31 January,
2012 2011
ASSETS
Current assets
Cash 7,608 4,851
Amounts receivable 20,406 31,722
Available for sale financial
assets 2,652 2,652
Prepaid expenses and deposits 91,795 56,652
--------------------------------------- ---------------- ----------------
122,461 95,877
Property and equipment 41 9,246
-------------------------------- ------ ---------------- ----------------
TOTAL ASSETS 122,502 105,123
--------------------------------------- ---------------- ----------------
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities
Accounts payable and accrued
liabilities 1,799,476 2,077,707
Income taxes payable 103,307 98,440
Due to related parties 1,076,853 907,800
--------------------------------------- ---------------- ----------------
2,979,636 3,083,947
Shareholder's equity
Share capital 24,592,434 24,592,434
Contributed surplus 4,646,153 4,646,153
--------------------------------------- ---------------- ----------------
29,238,587 29,238,587
Accumulated deficit (32,251,631) (32,576,010)
Foreign currency translation
reserve 154,328 357,017
Other reserve 1,582 1,582
(32,095,721) (32,217,411)
(2,857,138) (2,978,824)
TOTAL EQUITY AND LIABILITIES 122,502 105,123
--------------------------------------- ---------------- ----------------
CIC MINING RESOURCES LTD.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended January 31, 2012
(In Canadian Dollars)
Foreign Currency
Contributed Accumulated Translation
Amount Surplus Deficit Reserve Other Reserve
------------------------------ ------------- ------------ --------------- ----------------- ---------------
Balance, January 31, 2010 27,491,066 1,457,391 (30,228,835) 260,304 9,134
Issued for cash
Pursuant to private -
placement 17,500 - - -
Share subscription -
receivable (12,500) - - -
Top up of January 31,
2010 private placement - - - - -
Cancellation of shares
in escrow (2,903,632) 2,903,632 - - -
Stock based compensation - 285,130
Net loss for the year - - (2,347,175) - -
Foreign exchange translation - - - 96,713 -
Reversal of unrealised
gain on securities disposal - - - - (8,677)
Unrealised gain on available
for sale financial assets - - - - 1,125
------------ --------------- ----------------- ---------------
Balance, January 31, 2011 24,592,434 4,646,153 (32,576,010) 357,017 1,582
-------------------------------- ------------- ------------ --------------- ----------------- ---------------
Net profit for the year - - 324,379 - -
Foreign exchange translation - - - (202,689) -
------------------------------- ------------- ------------ --------------- ----------------- ---------------
Balance, January 31, 2012 24,592,434 4,646,153 (32,251,631) 154,328 1,582
-------------------------------- ------------- ------------ --------------- ----------------- ---------------
Other reserves includes the unrealised movements on available
for sale financial assets.
CIC MINING RESOURCES LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended January 31, 2012
(In Canadian Dollars)
--------------------------------------------------------------------------------------------
Note Year ended Year ended
to 31 January, to 31 January,
2012 2011
---------------------------------------------- ------ ---------------- ----------------
Operating activities
Net profit (loss) for the year 324,379 (2,347,175)
Items not affecting cash:
Service revenue compensated in
shares - (210,496)
Depreciation 9,223 9,221
Loss (gain) from disposal of available
for sale
financial assets - 14,329
Stock based compensation - 285,130
333,602 (2,248,991)
Changes in operating assets and liabilities:
Amounts receivable 11,316 (16,181)
Prepaid expenses (35,143) 67,833
Income tax payable - 11,881
Accounts payable and accrued liabilities (476,071) 1,276,440
------------------------------------------------------ ---------------- ----------------
Cash provided by (used in) operating
activities (166,296) (909,018)
Financing activities
Proceeds from share issuance - 5,000
Increase in amounts due to related
parties 169,053 662,839
----------------------------------------------- ------ ---------------- ----------------
Cash provided by financing activities - 667,839
Investing activity
Proceeds from disposal of available
for sale financial assets - 200,750
----------------------------------------------- ------ ---------------- ----------------
Cash provided by investing activities - 200,750
Increase (decrease) in cash during
the year 2,757 (40,429)
Cash, beginning of the year 4,851 45,280
------------------------------------------------ ------ ---------------- ----------------
Cash, end of the year 7,608 4,851
------------------------------------------------ ------ ---------------- ----------------
Notes to the Non-Statutory Final results
1. General information
CIC Mining Resources Ltd. (the ÒCompanyÓ) is a public company
incorporated on June 20, 2003 under the Canada Business
Corporations Act listed on the AIM market of the London Stock
Exchange. The Company subsequently de-listed its shares from
trading on the Canadian CNSX as of June 24, 2011but remains a
reporting issuer in Canada.
The financial information set out above does not constitute the
Company's statutory or non-statutory financial statements for the
year ended 31 January 2012, but is derived from those non-statutory
financial statements. The Auditors have reported on those
non-statutory financial statements; their reports were unqualified
but contained an emphasis of matter relating to the non-statutory
financial statements having been prepared on the assumption that
the Group will continue as a going concern as set out in note 2
below.
The Auditor's report for the year ended 31 January 2012 contains
the following paragraph:
ÒEmphasis of matter Ð Going Concern
In forming our opinion, which is not modified, we have
considered the adequacy of the disclosure made in note 2.3
regarding the GroupÕs ability to continue as a going concern. The
future operations of the Group are dependent on the sale of equity
interests to cover both working capital and meeting its liabilities
as they fall due. These conditions indicate the existence of a
material uncertainty which may cast significant doubt about the
GroupÕs ability to continue as a going concern. The financial
statements do not include the adjustments that would result if the
Group were not to continue as a going concern.Ó
Copies of the non-statutory Annual Report and Accounts may be
downloaded from the CompanyÕs website at
http://www.cicresources.com/companyreports.html
The Company is a consulting and advisory company, operating
primarily in the mining and energy infrastructure sectors. The
Company seeks to provide consulting and advisory services to
entities operating at various stages of resource development, and
the exclusive right to control the public listing process of any
client company if the client company is an unlisted company. The
Company principally seek equity interests in client companies in
return for its services.
The non-statutory financial information is presented in Canadian
Dollars (CAD$), unless otherwise stated.
The accounting policies adopted are consistent with those of the
previous financial periods except for:
(a) Adoption of IFRS
Previously the Company and its subsidiaries prepared the
financial statements in accordance with Canadian GAAP. The Group
elected to publish its first consolidated financial statements to
January 31, 2012 under IFRS as adopted by the EU with its
transition date to IFRS being February 1, 2010.
(b) Introduction to IFRS Ð First time adoption
The rules for first time adoption of IFRS are set out in IFRS 1,
First-Time Adoption of International Financial Reporting Standards.
In general, selected accounting policies must be applied
retrospectively in determining the opening balance sheet under
IFRS. However, IFRS 1 allows a number of exemptions to this general
principle, being:
Business combinations, prior to 1 February 2011 have not been
restated to comply with IFRS 3 ÒBusiness CombinationsÓ;
IFRS 2 ÒShare-based PaymentsÓ has not been applied
retrospectively to those options that had not vested by 1 February
2011.
2. Significant Accounting Policies
Basis of consolidation
The consolidated non-statutoryfinancial statements incorporate
the results of the Company and its subsidiaries China CIC Mining
Resources Ltd. Beijing Representative Office or CIC Beijing
(ÒCICMRÓ), and Top Ten Mining Investment Limited (ÒTop TenÓ)
collectively (the ÒGroupÓ).
Prior to the January 31, 2008 fiscal year, these two
subsidiaries were considered inactive and all transactions related
to the CompanyÕs PRC operations were recorded directly by CIC
Mining Resources Ltd. in its own accounts. Effective February 1,
2008 the Company used these subsidiaries to conduct the majority of
its operations in PRC and they became active. Accordingly, the
assets, obligations and operations of these subsidiaries were
consolidated with those of the Company from that date forward. All
significant inter-company transactions and balances have been
eliminated upon consolidation.
The financial statements of the subsidiaries are prepared for
the same reporting year as the parent company using consistent
accounting policies. Control is achieved where the Group has the
power to govern the financial and operating policies of an investee
entity so as to obtain benefits from its activities. Control is
lost where the Group no longer has the power to govern and
financial operating policies of an entity so as to obtain benefits
from the activity.
The results of subsidiaries acquired or disposed of during the
year are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of
disposal, as appropriate.
All intra-group balances, transactions, income and expenses and
profits and losses resulting from intra-group transactions are
eliminated in full on consolidation. Unrealised losses are also
eliminated when the transaction provides evidence of an impairment
of the asset transferred.
No non-controlling interests exist as the subsidiaries are
entirely owned by the parent company.
Acquisitions of subsidiaries and equity in businesses are
accounted for using the purchase method. The acquirerÕs
identifiable assets, liabilities and contingent liabilities that
meet the conditions for recognition under ÔIFRS 3 Business
CombinationsÕ are recognised at their fair values at the
acquisition date, except for non-current assets (or disposal
groups) that are classified as held for sale in accordance with
IFRS 5 ÔNon-current Assets Held for Sale and Discontinued
OperationsÕ, which are recognised and measured at fair value less
costs to sell.
The cost of an acquisition is measured as the fair value of the
assets given, equity instruments issued and liabilities incurred or
assumed at the date of exchange. Acquisition related costs are
expensed as incurred. Identifiable assets acquired and liabilities
and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date. On
an acquisition-by-acquisition basis, the group recognises any
non-controlling interest in the acquisition either at fair value or
at the non-controlling interestÕs proportionate share of the
acquirerÕs net assets.
The excess of the cost of acquisition over the fair value of the
GroupÕs share of the identifiable net assets acquired is recorded
as goodwill. If the cost of acquisition is less than the fair value
of the net assets of the subsidiary acquired, the difference is
recognized directly in the statement of comprehensive income.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used in
line with those used by the Group.
Going concern
The non-statutory financial statements have been prepared on the
assumption that the Group will continue as a going concern. Under
the going concern assumption, an entity is ordinarily viewed as
continuing in business for the foreseeable future with neither the
intention nor the necessity of liquidation, ceasing trading or
seeking protection from creditors pursuant to laws or regulations.
In assessing whether the going concern assumption is appropriate,
management takes into account all available information for the
foreseeable future, in particular for the twelve months from the
date of approval of the non-statutory financial statements.
Although the current ongoing economic conditions create
uncertainty, the GroupÕs forecasts and projections, taking account
of reasonable possible changes in trading performance, together
with mitigation actions that are within managementÕs control show
that the Group is expected to be able to operate within the level
and covenant conditions of its debt facilities.
The Directors are carefully monitoring cash resources across the
Group and have instigated a number of initiatives to ensure funding
will be available for future operations and to reduce debt. As
described in Subsequent Events Item 19 significant working capital
has been raised and earned in fiscal year ending December 31, 2012
(fiscal year changed to December 31, 2012 from January 31,
2013).
In undertaking this assessment, the Directors have reviewed two
key areas:
á The underlying ongoing costs of the Group undertaking its
business and generating ongoing income (and cash) to cover
these.
á The settlement of current credit balances with a number of
suppliers, which the Group has assessed to be repaid from the
proceeds expected from a key transaction which is due to arise
shortly. Based on conversations with creditors, the Directors
consider that the creditors are prepared to defer payment until the
key transaction takes place, although there is no certainty this
would be the case.
The Company holds equity in the following private companies:
Equity interests held in CIC Fuels (Emulsion Japan)
The Company sold pre IPO 10,000,000 shares at 30 pence per
share. A part of the subscription paid to date with the balance due
at IPO of CIC Fuels which is expected in May 2013. The balance of
proceeds is GBP2,700,000. Included in the pre IPO transaction are
10,000,000 warrants at 30 pence exercisable 24 months after date of
IPO. The total proceeds of this transaction is expected to be
GBP3,000,000.
Equity interests held in CIC Gold
The Company sold pre IPO 16,840,000 shares at 30 pence per
share. A part of the subscription paid to date with the balance due
at IPO of CIC Gold which is expected in May 2013. The balance of
proceeds is GBP4,663,055. Included in the pre IPO transaction are
11,840,000 warrants also 30 pence exercisable 24 months after date
of IPO at 30 pence. The total proceeds of this transaction is
expected to be GBP3,552,000.
Furthermore, the Chinese high net worth person Mr. Hao Quan has
continued to provide his ongoing support for at least 12 months
from the date of signing these non-statutory financial
statements.
Following the review of ongoing performance and cashflows, in
particular taking into consideration the points above along with
our expectations of being able to delay payments to creditors and
after making due enquiries, the Directors have a reasonable
expectation that the Group has adequate resources to continue
operational existence for the foreseeable future, subject to the
sale of these equity interests. For this reason they continue to
adopt the going concern basis in preparing these non-statutory
financial statements.
3. TAXATION
Year ended Year ended
31 January 31 January
2012 2011
CAD$ CAD$
Total tax charge - -
------------ --------------
Factors affecting tax charge:
Profit / (loss) before tax 324,379 (2,332,879)
------------ --------------
Tax on profit / (loss) at standard rate (15%) 48,656
(349,932)
Losses (utilised) / not utilised (48,656) 349,932
The directors are of the opinion that the probability of the
Group generating sufficient profit in the next 12 months to utilise
an accumulative tax loss as at January 31, 2011 of CAD$7,117,000 is
unlikely.
The Company is a Canadian Federal Corporation subject to a
corporate tax rate of 15% (at January 1, 2012).
4. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit
attributable to equity holders of the Group by the weighted average
number of ordinary shares in issue during the period:
Profit attributable to equity holders of the Group: CAD$324,379
(2011: CAD$2,332,879)
Weighted average number of ordinary shares in issue: 152,451,777
(2011: 153,600,803)
Basic earnings per share: CAD$0.002 (2011: CAD$(0.02))
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. The Group has
two categories of dilutive potential ordinary shares: share options
and warrants. Where the Group makes a loss attributable to the
equity holders of the Group, the warrants and share options are
anti-dilutive and these contingently issuable shares are not
included in the calculation.
2012 2011
Profit / (loss) attributable CAD$324,379 CAD$(2,332,879)
to the equity holders
of the Group
Weighted average number
of ordinary shares
in issue: 152,451,777 153,600,803
Adjustments for:
Share Options 14,150,000 -
Warrants 350,000 -
166,951,777 153,600,803
----------------------------- ---------------------------------
Diluted earnings per
share (CAD$) 0.002 (0.02)
2012 2011
------------------------------------- ----------- ------------- -------------
Held for sale (i) $ 7,608 $ 4,851
Loans and receivables (ii) 20,406 31,722
Other financial liabilities
(iii) 2,676,238 2,985,507
Available for sale (iv) 2,652 2,652
-------------------------------------------------- ------------- -------------
(c) Market risks
Market risk is the risk to the Company that the fair value or
future cash flows of financial instruments will fluctuate due to
changes in interest rates and foreign currency exchange rates.
Market risk arises as a result of the Company generating revenues
and incurring expenses in foreign currencies, holding cash and cash
equivalents which earn interest, and having operations based in
countries using currencies other than the Canadian dollar.
(d) Capital management
The groupÕs objectives when managing capital are to safeguard
the groupÕs ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital.
In order to maintain or adjust the capital structure, the group
may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce
debts.
(e) Interest Rate Risk
The Company does not currently have financial instruments that
expose the Company to interest rate risk.
(f) Foreign Exchange Risk
The CompanyÕs financial instruments are substantially all
denominated in Chinese RMB and the Canadian dollar. Fluctuations in
the exchange rates between the RMB and Canadian dollar could have a
material effect on the CompanyÕs business and on the reported
amounts of various financial instruments. The Company does not
utilize any financial instruments or cash management policies to
mitigate the risks arising from changes in foreign currency
rates.
At January 31, 2012, approximately 78% of the CompanyÕs net
liabilities are denominated in Chinese RMB and are exposed to
foreign exchange risk.
(g) Fair value
Fair value is used as a certainty of the market value of an
asset (or liability) for which a market price can be determined
(usually because there is no established market for the asset).
Fair value is the amount at which the asset could be bought or sold
in a current transaction between willing parties, or transferred to
an equivalent party, other than in a liquidation sale. This is used
for assets whose carrying value is based on mark-to-market
valuations.
The CompanyÕs financial instruments consist of cash, available
for sale financial assets, accounts payable, and amounts due to
related parties. The carrying amounts of these financial
instruments are a reasonable estimate of their fair values because
of their current nature. The available for sale financial assets
are carried at fair values based on quoted market prices.
Company classifies its fair value measurements in accordance
with an established hierarchy that prioritizes the inputs in
valuation techniques used to measure fair value as follows:
Level 1 Ð Unadjusted quoted prices in active markets for
identical assets or liabilities;
Level 2 Ð Inputs other than quoted prices that are observable
for the asset or liability either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
Level 3 Ð Inputs that are not based on observable market
date.
The following table sets forth the CompanyÕs financial assets
measured at fair value by level within the fair value
hierarchy:
Level 1 Level 2 Level 3 Total
2012
------------------------- -------- -------- -------- -------
Cash & cash equivalents 7,608 - - 7,608
Available for
sale financial
assets 2,652 - - 2,652
------------------------- -------- -------- -------- -------
10,260 - - 10,260
------------------------- -------- -------- -------- -------
5. RELATED PARTY TRANSACTIONS
Loans to Directors
The Group has provided its directors with short term loans at
rates comparable to the average commercial rate of interest.
At the year end amounts outstanding are:
31 January 31 January
2012 2011
CAD$ CAD$
Loans to directors 20,405* 31,722
* Cash advance to Stuart J. Bromley against travel and other
expenditures.
Loans from Directors
Stuart J. Bromley Executive Director provided the Group with
short-term non-interest bearing loans in previous fiscal year. In
the current fiscal year no loans to the Company was made by
Directors.
At the year-end amounts payable are:
31 January 31 January
2012 2011
CAD$ CAD$
Loans from
directors 1,076,853 907,800
Directors transactions
Stuart J. Bromley historically charged CAD25,000 per month
management fee to the company. This current fiscal year management
charges were not charged.
Stuart J. Bromley received RMB10,000 per month (approximately
GBP1,000) in China to comply with business visa compliance,
During the year each of the Directors earned GBP 25,000 pear
year.
6. SUBSEQUENT EVENTS
a) CIC Gold Limited ("CICG")
CICM holds a 43% interest in CICG which is a non-publicly listed
entity as at 31 January 2012.
CIC Gold Limited is a newly established precious metals company
focused initially on gold mineral assets. CICG was established by
CIC Mining Resources Ltd and its Chinese precious metals miner
shareholders to establish a specific publicly traded Precious
Metals Company.
CICGÕs focus is on mineral property assets where medium to large
gold oxide mining may be conducted in the short term, mineral
property assets that the directors consider to be undervalued or
have strong fundamentals and attractive growth prospects, and
de-risk those assets by way of exploration or mining. At present it
has two assets, one in China and the other in Eastern Congo further
details of which are below.
CICG has in its shareholder base certain of China's oxide and
hard rock gold miners whom will be conducting the initial mining
and processing. CICG and its Directors intend to utilise their
collective prior experience and informal network of contacts in the
mining sectors to grow the mineral property asset portfolio. The
mineral assets include an indirect 48% interest in two properties
adjacent to Lixian Gold Deposit, Gansu China, Jin Ce gold project
Guizhou Province, China located next to Eldorado Gold mine
(formally Sino Gold and China 2(nd) largest operating gold mine).
In addition CICG holds 48% of CIC Congo which owns certain mineral
leases in Eastern Congo located adjacent to Banro Corp. All CICG
leases have full mining licenses.
The Group equity sale transaction
After the 31 January 2012, the Group facilitated a pre IPO of
CICG sale of part of the equity held (Ò CICG transactionÕ).
Balfour Transaction (December 2011)
The Transaction was for a total consideration of US$3,000,000.
An initial payment of US$300,000 was made in December 2011 on
agreement with the balance of the purchase price (US$2.7 million
approximately GBP1.7 million) to be paid after the IPO of CICG. The
CICG shares were issued in March 2012.
Miyazawa Transaction
The Transaction was for a total consideration of US$3,000,000.
An initial payment of US$126,000 on agreement with the balance of
the purchase price (US$2.7 million approximately GBP1.7 million) to
be paid after the IPO of CICG. The lower initial payment in respect
to Balfour transaction was due to the fact that Miyazawa is
contributing significant costs to the gold leases in Eastern Congo.
US$63,000 was received in November 2011 and US$63,000 received in
April 2012. The CICG shares were issued in March 2012.
Subject to market conditions, the directors of the Company are
making every effort to progress the IPO of CICG. The Company has
not included future payments in the accounts as the outcome of a
successful IPO is uncertain.
b) CIC Fuels Limited ("CICF")
The Company holds a 31.5% interest in CICF focuses worlds
leading alternative heavy oil technology company. CICF technologies
allow up to fifty (50%) percent water to be molecularly bonded with
heavy oil without the loss of calorific value (energy loss) whilst
reducing CO(2) gases by up to 75% and No(x) gasses to 0.4%.
A pilot operation has commenced in Fukuoka Japan located in
heavy industry multiple boiler operation and has, to date,
demonstrated significant fuel cost savings.
The Group equity sale transaction
The Group facilitated a pre IPO of CICF sale of part of the
equity held (Ò CICF transactionÓ).
Balfour Transaction (May 2011)
The Transaction was for a total consideration of US$1,500,000.
Payment of US$150,000 in May 2012 on agreement with the balance of
the purchase price (US$1.35) to be paid after the IPO of CICF.
c) Bonus Dividend
The Company issued a Special Series B Class Non-Voting shares
(the ÔB SharesÕ) to all registered shareholders as a bonus dividend
to encourage all non registered shareholder to become a shareholder
of record. The number of B Shares that registered shareholders
shall be entitled to shall be the equivalent to 4 percent of their
shareholding at the Record Date, being 30 July 2012.
The B Shares will not be admitted to trading on AIM and will be
non-voting. The B Shares will however have the right to convert
into common ordinary shares at an equivalent price of one B Share
for one common ordinary share at which point application for the
converted shares to be admitted to trading on AIM shall be
made.
Stuart J. Bromley, CEO, and Mr. Hao Quan, a substantial
shareholder, have elected not to receive their dividend entitlement
in respect to their combined shareholding 147,127,470.
d) Benxi Shares
The Company has been providing advisory services since 2005 to
Benxi Steel Group whose main shareholder is Mr. Hao Quan. Benxi
conducted a placement in the Company in 2005 and the Company held
the placement shares namely 33,000,000 as security against service
provided.
The Company received approval to sell the 33,000,000 shares in
the Company in respect of those services to a syndicate of
sophisticated investors at current trading price raising
GBP800,000. The transaction will enable further reduction in debt,
reduce major shareholders interests and increase free float common
stock.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR FEAFMFFESEEE
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