TIDMWAFM
RNS Number : 6574Z
West African Minerals Corporation
18 December 2017
For immediate release
18 December 2017
West African Minerals Corporation
("WAFM", the "Group" or the "Company")
Interim Report and Financial Statements for the Period Ended 30
September 2017
The Directors of West African Minerals Corporation (AIM: WAFM)
are pleased to announce its unaudited consolidated interim
financial statements for the period ended 30 September 2017.
Financial Highlights
-- Total Assets decreased to GBP2.8 million (31 March 2017:
GBP22.2 million), with a complete impairment of the Sanaga assets
recognised during the period.
-- Cash on hand equates to GBP2.67 million (31 March 2017: GBP3.15 million).
-- Operational expenses continue to be rigorously controlled at all levels.
-- During the financial period under review, the Group reported
a total comprehensive loss of GBP19.4 million (30 September 2016:
GBP0.07 million).
-- Basic and diluted loss per share increased to 0.05pence per
share (30 September 2016: 0.030 pence).
Operational Highlights
Mineral Resource Estimate ("MRE") and Metallurgy at Sanaga:
-- The Ministry of Mines in Cameroon has finalised the approval
of a lease-area reduction of WAFM's surface holdings from 4,117 km2
to 330 km2 (1 km2 extension of Sanaga has been requested to follow
mineralisation and this may bring WAFM's surface holdings to 331
km2).
Cash Preservation
-- Due to the persisting weak market for iron ore and following
the completion of the Sanaga Scoping Study, WAFM has successfully
reduced operational and corporate expenditure, preserving its cash
position during the period.
-- The strategy to reduce expenditure to a bare minimum included
significant reduction in the operational team and exploration field
activities, the successful reduction in the lease area size under
exploration permit in Cameroon (to include only areas of "known
mineralisation") and a rationalisation of Corporate overheads. This
strategy will remain in place through to the next financial year
end.
For further information contact:
West African Minerals Corporation Willy Simon +44 (0)20 7382 8300
Roland Cornish
Beaumont Cornish Limited (Nominated Adviser) Michael Cornish +44 (0)20 7628 3396
Beaufort Securities Limited (Broker) Jon Belliss +44 (0)20 7382 8300
Further information is available on the Company's website:
www.westafricanminerals.com
This announcement is inside information for the purposes of
Article 7 of Regulation 596/20014.
Chairman's statement
Outlook
Following the period end, the Board undertook a review of the
strategy for the future development of the Company. Considering the
continuing challenging market conditions for junior exploration
companies, and the difficulties in finding commercial partners and
/ or buyers for the Sanaga Project, a decision has been taken not
to progress the Sanaga Project any further. The Company will not
expend any further funds on the Sanaga Project, other than those
that are required to maintain the project licences in good
standing, and to preserve value pending any future sale of the
Project.
The Board is considering all options in respect of the Company's
existing iron interests, including whether to separate the
Company's interests by means of an in specie distribution to
shareholders or otherwise and seeking investment opportunities in a
different sector, and in particular life sciences. The Board is
also assessing whether to remain on AIM or seek admission to
another recognised market and a further announcement will be made
in due course as and when this review has been completed.
Operations in Review
Cash Preservation
WAFM continues to operate with a skeleton staff under a cash
preservation budget and has maintained significantly reduced
expenditure relating to its lease holding and service
providers.
No further monies will be spent directly on the Sanaga Project,
further preserving cash reserves. Semester and Annual reporting and
other compliance related activities have been kept current,
together with renewing the annual licences for the Project
areas.
Events Post Period End
On 13 November 2017, Gerard Holden and James Mellon both
resigned as Directors of the Company and its subsidiaries. On the
same day, Willy Simon was appointed as Acting Chairman.
Results to 30 September 2017
During the financial period under review, the Company reported a
loss from operations of GBP19.26 million (2016: GBP0.10
million).
The Company also assessed the carrying value of deferred mine
costs relating to areas for which licenses were still held for
impairment as at 30 September 2017 and considered that the
recoverable amount of these assets in light of the decision to
cease all active operations and revert to care and maintenance
pending disposal is substantially less than the carrying amount and
as such, a complete impairment was recognised.
The Company's shareholders' equity at 30 September 2017 stood at
GBP2.64 million (31 March 2017: GBP22.04 million), reduced by 88%
primarily as a result of the full impairment of Sanga costs
incurred during the period.
Total costs capitalised to deferred mine exploration costs stood
at GBP0 (31 March 2017: GBP12.2 million).
Cash stood at GBP2.67 million at the end of the period (31 March
2017: GBP3.15 million).
Total number of shares in issue as at the yearend was
381,157,838. No new shares were issued during the period.
Summary
Following the announcement of the revised strategy for the
Company, the Board has been seeking out and evaluating various
different opportunities. As soon as a promising opportunity has
been identified, the Board will evaluate whether existing cash
reserves will be sufficient, or if additional sources of funding
will be required. Until such time as an agreement or decision is
made concerning the future strategy of the Company, cash will be
preserved and strictly monitored.
The Board remains positive in identifying an opportunity or
opportunities that will generate shareholder value.
Willy Simon
Acting Chairman
18 December 2017
Directors' report
The Directors present their interim report and the unaudited
consolidated interim financial statements for West African Minerals
Corporation ("WAFM" or the "Company") for the six month period
ended 30 September 2017.
Principal activity
The Company seeks investment opportunities across all types of
natural resources projects. This investing policy permits the
review and consideration of potential investments in not just
metals and metals projects, but also investment in all types of
natural resources projects, including but not limited to all
metals, minerals and hydrocarbon projects, or physical resource
assets on a worldwide basis.
On 13 November 2017, it was announced that, due to the
continuing challenging iron ore market conditions and difficulties
in finding commercial partners, a decision has been made to not
progress the Sanaga iron ore project any further. No further funds
will be expended on the project, other than to maintain the current
licences in good standing and to preserve value pending any
prospective sale of the assets.
Following this, the Board is currently in the process of
reviewing the strategy for the future development of the
Company.
Results and transfers to reserves
The results and transfers to reserves for the period are set out
on pages 6 to 9.
The Group made a total comprehensive loss for the period after
taxation of GBP19.4 million (30 September 2016: GBP68,659).
Dividend
The Directors do not propose the payment of a dividend for the
period (2016: GBPnil).
Directors
The Directors who served during the period and to date are:
Gerard Holden (Resigned 13 November 2017)
Bradford Mills* (Resigned 2 June 2017)
Andrew Gutmann *
Willy Simon *
James Mellon * (Resigned 13 November 2017)
Dr Kunwar Shailubhai* (Appointed 6 July 2017)
* non-executive
By order of the Board
Willy Simon
Director Craigmuir Chambers
Road Town
18 December 2017 Tortola
British Virgin Islands
Unaudited consolidated statement of comprehensive income
for the six-month period ended 30 September 2017
Notes Period
Period ended ended
30 September 30 September
2017 2016
(unaudited) (unaudited)
GBP GBP
Continuing operations
Income - -
Operating expenses
Directors' fees 17 (13,732) (15,118)
Salaries and wages (5,095) (4,743)
Consultants' fees - (3,200)
Other professional
fees (65,677) (95,028)
Administration expenses (55,700) (63,597)
Share option and warrants 15 (3,023) (16,527)
Other costs (2,932) (160)
Impairment - deferred
mine cost 6 (12,398,292) -
Impairment - exploration
permit 11 (6,284,715) -
Impairment - goodwill 9 (429,137) -
-------------- --------------
Total operating loss 4 (19,258,303) (198,373)
Other (losses)/gains
- net (1,084) 95,987
Finance income 568 2,758
-------------- --------------
Loss before income
tax (19,258,819) (99,628)
Taxation 5 - -
-------------- --------------
Loss for the period (19,258,819) (99,628)
Other comprehensive
(loss)/income - foreign
currency translation
reserve (142,357) 30,969
-------------- --------------
Total comprehensive loss
for the period (19,401,176) (68,659)
Basic and diluted loss
per share 19 (0.05) (0.0003)
The notes on pages 10 to 20 form an integral part of these
condensed consolidated interim financial statements.
The Directors consider that all results derive from continuing
activities.
Unaudited consolidated statement of financial position
as at 30 September 2017
Notes At At
30 September 31 March
2017 2017
(unaudited) (audited)
GBP GBP
Assets
Property, plant and
equipment 7 42,518 61,012
Deferred mine exploration
costs 6 - 12,183,882
Exploration permits 11 - 6,284,715
Goodwill 9 - 429,137
-------------- --------------
Total non-current assets 42,518 18,958,746
-------------- --------------
Current assets
Cash and cash equivalents 2,666,675 3,145,820
Trade and other receivables 13 167,257 141,853
-------------- --------------
Total current assets 2,833,932 3,287,673
-------------- --------------
Total assets 2,876,450 22,246,419
Equity
Share premium 8 66,192,355 66,192,355
Share options reserves - 68,933
Foreign currency translation
reserve (10,479) 131,878
Retained deficit (63,541,005) (44,354,141)
-------------- --------------
Shareholders' equity 2,640,871 22,039,025
-------------- --------------
Current Liabilities
Trade and other payables 14 235,579 207,394
-------------- --------------
Total liabilities 235,579 207,394
-------------- --------------
Total equity and liabilities 2,876,450 22,246,419
The notes on pages 10 to 20 form an integral part of these
condensed consolidated interim financial statements.
These financial statements were approved by the board of
Directors on 18 December 2017 and were signed on their behalf
by:
Andrew Gutmann Willy Simon
Director Director
Unaudited consolidated statement of changes in equity
for the six-month period ended 30 September 2017
Foreign
Share Share currency Total
Share options warrants translation Retained shareholders'
Notes premium reserve reserve reserves deficit equity
GBP GBP GBP GBP GBP GBP
Balance at 1 April
2017
(audited) 66,192,355 68,933 - 131,878 (44,354,141) 22,039,025
Total
comprehensive loss
for the period
Loss for the
period - - - - (19,258,819) (19,258,819)
Other
comprehensive
income
for the period - - - (142,357) - (142,357)
Transactions with
owners,
recorded directly
in equity
Contributions by
and distributions
to owners
Options and
warrants reserve
charge 15 - 3,023 - - - 3,023
Options
expired/cancelled 15 - (71,956) - - 71,956 -
-------------- -------------- -------------- -------------- ---------------- --------------
Balance at 30
September
2017 (unaudited) 66,192,355 - - (10,479) (63,541,005) 2,640,871
Balance at 1 April
2016
(audited) 66,192,355 184,322 1,114,454 (192,433) (45,029,569) 22,269,129
Total
comprehensive loss
for the period
Loss for the
period - - - - (99,628) (99,628)
Other
comprehensive
income
for the period - - - 30,969 - 30,969
Transactions with
owners,
recorded directly
in equity
Contributions by
and distributions
to owners
Options and
warrants
expired/cancelled 15 - - - - - -
Options and
warrants reserve
charge 15 - 16,527 - - - 16,527
-------------- -------------- -------------- -------------- ---------------- --------------
Balance at 30
September
2016 (unaudited) 66,192,355 200,849 1,114,454 (161,464) (45,129,197) 22,216,997
The notes on pages 10 to 20 form an integral part of these
condensed consolidated interim financial statements.
Unaudited consolidated statement of cash flows
for the six-month period ended 30 September 2017
Period Period
ended ended
30 September 30 September
2017 2016
Notes (unaudited) (unaudited)
GBP GBP
Cash flows from operating
activities
Loss for the period (19,258,819) (99,628)
Adjusted for non-cash and
non-operating items:
Share options and warrants
charge 3,023 16,527
Finance income (568) (2,758)
Impairment - deferred mine
cost 12,398,292
Impairment - exploration
permit 6,284,715
Impairment - goodwill 429,137
-------------- --------------
(144,220) (88,859)
Change in trade and other
receivables (25,403) (15,960)
Change in trade and other
payables 28,184 44,893
-------------- --------------
Net cash used in operating
activities (141,439) (56,926)
Cash flows from investing
activities
Purchase of property, plant
and equipment 7 (1,833) (270)
Amount paid for capitalised
deferred mine exploration
cost 6 (194,084) (102,096)
-------------- --------------
Net cash used in investing
activities (195,917) (102,366)
Cash flows from financing
activities
Interest received 568 2,758
-------------- --------------
Net cash generated from
financing activities 568 2,758
Effect of foreign exchange
movement on cash (142,357) 30,969
Decrease in cash and cash
equivalents (479,145) (125,565)
Cash and cash equivalents
at beginning of period 3,145,820 3,568,800
-------------- --------------
Cash and cash equivalents
at end of period 2,666,675 3,443,235
The notes on pages 10 to 20 form an integral part of these
condensed consolidated interim financial statements.
Notes
forming an integral part of the condensed consolidated interim
financial statements for the period ended 30 September 2017
1 Reporting Entity
West African Minerals Corporation (the "Company" or "WAFM") is a
company domiciled in the British Virgin Islands. These consolidated
financial statements comprise the Company and its subsidiaries
(collectively the "Group"). The Company's strategic objective is to
acquire holdings in natural resources companies and/or physical
resource assets which the Directors believe are undervalued and
where such a transaction has the potential to create value for
Shareholders. The Company is currently reviewing its investment
strategy and considering all options, including seeking investment
opportunities in a different sector, and in particular life
sciences.
2 Basis of preparation
(a) Statement of compliance
The condensed consolidated interim financial statements have
been prepared in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the EU and do not include all of
the information required for full annual financial statements. The
condensed consolidated interim financial statements were authorised
for issue by the Board of Directors on 18 December 2017.
(b) Basis of measurement
Functional and Presentation Currency
The consolidated financial statements of the Group are presented
in Pounds Sterling (GBP) which is the Company's functional
currency. All financial information presented in Pounds Sterling
has been rounded to the nearest pound.
Estimates
The preparation of consolidated financial statements requires
management to make judgments, estimates and assumptions that affect
the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ
from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised and in any future periods
affected. Significant estimates and assumptions include those
related to recoverability of mineral properties and determination
as to whether costs are expensed or deferred.
Going concern
The consolidated financial statements have been prepared on a
going concern basis, taking into consideration the level of cash
and cash equivalents presently held by the Group, and after
considering the change in strategy of the Company. The Directors
therefore have a reasonable expectation that, despite the economic
uncertainty, the Company will have adequate resources and liquidity
management (note 12) for its continuing existence and projected
activities for the foreseeable future, and for these reasons,
continue to adopt the going concern basis in preparing the
consolidated financial statements for the period ended 30 September
2017.
3 Significant accounting policies
The condensed consolidated interim financial statements of the
Company for the period ending 30 September 2017 comprise the
Company and its subsidiaries (together referred to as the
"Group").
The accounting policies adopted by the Group in the preparation
of these condensed consolidated interim financial statements are
the same as those applied by the Group in its consolidated
financial statements as at and for the year ended 31 March 2017.
There were no new accounting policies adopted during the
period.
The audited consolidated financial statements of the Group as at
and for the year ended 31 March 2017 are available at the Group's
website
http://westafricanminerals.com/content/investor-centre/annual-interim-filings.
Notes (continued)
forming an integral part of the condensed consolidated interim
financial statements for the period ended 30 September 2017
4 Operating loss
Loss before finance income is stated after charging:
Period ended Period ended
30 September 2017 30 September 2016
Company and Group (unaudited) (unaudited)
GBP GBP
Auditors' Fees 17,085 21,289
Directors' Fees (note 16) 13,732 15,118
Depreciation (note 7) - -
5 Taxation
The British Virgin Islands, under the International Business
Companies Act 2004, imposes no corporate taxes or capital gains
taxes. However, the Group may be liable for taxes in the
jurisdictions where it is operating.
The corporate tax rate in Cameroon is 35% (taking into account
the 10% surcharge, the effective rate is 38.5%). The basic rate is
reduced to 30% for the first three years a company is listed on the
national stock exchange. Losses may be carried over for utilisation
for up to four years. The operating subsidiary in Cameroon incurred
losses from inception to current period therefore it is not subject
to tax liability.
Deferred tax assets, estimated to be GBP1,004,802 (31 March
2017: GBP637,673) for Cameroon operations, have not been recognised
due to insufficient evidence of the timing of suitable future
profits against which they can be recovered. Deferred tax
liabilities have also not been recognised.
6 Deferred mine exploration costs
The schedule below details the current projects of the Group and
the related acquisition cost capitalised:
Cameroon Total
GBP GBP
Cost
At 1 April 2017 (audited) 14,210,260 14,210,260
Costs capitalised during the period 194,084 194,084
Depreciation charges capitalised during the period (note 7) 20,326 20,326
-------------------- --------------------
At 30 September 2017 (unaudited) 14,424,670 14,424,670
-------------------- --------------------
Impairment
At 1 April 2017 (audited) 2,026,378 2,026,378
Impairment recognised during the period 12,183,882 12,183,882
-------------------- --------------------
At 30 September 2017 (unaudited) 14,424,670 14,424,670
-------------------- --------------------
Net book value
At 30 September 2017 (unaudited) - -
At 31 March 2017 (audited) 12,183,882 12,183,882
Deferred mine exploration costs represent intangible assets.
Equipment and other assets used in exploratory activities are
capitalised in Property, Plant and Equipment. Depreciation charges
in respect of these assets are capitalised in deferred mine
exploration costs.
Notes (continued)
forming an integral part of the condensed consolidated interim
financial statements for the period ended 30 September 2017
6 Deferred mine exploration costs (continued)
Cameroon
The CMC Exploration Permits, held by Compagnie Minière du
Cameroun ("CMC Cameroon") originally comprised six permits for the
exclusive rights to explore for iron ore and associated minerals in
each of the Dja, Djadom, Lélé, Binga, Minko and Sanaga zones in
Cameroon. License permits for Dja and a large portion of Minko were
relinquished during the course of license renewal in January 2014.
Permits for the remaining licenses have been approved by the
government of Cameroon for two additional years.
As a result of the surrender of the Dja and the majority of the
Minko licenses (relating to areas within the national parks) in the
course of license renewal negotiations in January 2014, the Group
recognised a full impairment against the balances capitalised in
relation to these two licences (with the exception of the remaining
50% retained balance of the Minko license).
The Group assessed the deferred mine costs, relating to areas
for which licenses were still held, for impairment as at 30
September 2017 and in light of the decision to cease all active
operations and revert to care and maintenance pending disposal, the
recoverable amount was considered to be substantially less than the
carrying amount and as such, a complete impairment was
recognised..
7 Property, plant and equipment
Transportation
Group Geological tools & equipment Furniture & equipment equipment Total
GBP GBP GBP GBP
Cost
At 1 April 2017 (audited) 69,364 69,031 168,503 306,898
Additions - 1,831 - 1,833
------------ ------------ ------------ ------------
As at 30 September 2017
(unaudited) 69,364 70,862 168,503 308,731
------------ ------------ ------------ ------------
Depreciation
At 1 April 2017 (audited) 55,535 48,442 141,909 245,886
Charge for the period -
capitalised 6,753 4,650 8,924 20,327
------------ ------------ ------------ ------------
As at 30 September 2017
(unaudited) 62,288 53,092 150,833 266,213
------------ ------------ ------------ ------------
Net book value
As at 30 September 2017
(unaudited) 7,076 17,770 17,670 42,518
As at 31 March 2017 (audited) 13,829 20,589 26,594 61,012
Total proceeds received on the disposal of fixed assets during
the period / year was GBPnil (31 March 2017: GBPNil).
Notes (continued)
forming an integral part of the condensed consolidated interim
financial statements for the period ended 30 September 2017
8 Capital and reserves
Capital Management
The Group manages its capital to maximize the return to the
shareholders through the optimization of equity. The capital
structure of the Group at 30 September 2017 consists of equity
attributable to equity holders of the Company, comprising issued
capital, reserves and retained deficit as disclosed.
The Group manages its capital structure and makes adjustments to
it, in light of economic conditions and the strategy approved by
shareholders. To maintain or adjust the capital structure, the
Group may adjust the dividend payment to shareholders, return
capital to shareholders or issue new shares and release the
Company's share premium account. No changes were made in the
objectives, policies or processes during the period/year ended 30
September 2017 and 31 March 2017 or the period to date.
Share capital and premium
The Company is authorised to issue an unlimited number of nil
par value shares of a single class. The Company may issue
fractional shares and a fractional share shall have the
corresponding fractional rights, obligations and liabilities of a
whole share of the same class or series of shares. Shares may be
issued in one or more series of shares as the Directors may by
resolution determine from time to time.
Each share in the Company confers upon the shareholder:
-- the right to one vote at a meeting of the shareholders or on any resolution of shareholders;
-- the right to an equal share in any dividend paid by the Company; and
-- the right to an equal share in the distribution of the
surplus assets of the Company on its liquidation.
The Company may by resolution of the Directors redeem, purchase
or otherwise acquire all or any of the shares in the Company
subject to regulations set out in the Company's Articles of
Incorporation.
Authorised
The Company is authorised to issue an unlimited number of nil
pat value shares of a single class.
Share
Shares capital Share premium
Issued ordinary shares of US$0.00 each Number GBP GBP
At 1 April 2016 / 31 March 2017 (audited) 381,157,838 - 66,192,355
At 30 September 2017 (unaudited) 381,157,838 - 66,192,355
Foreign currency translation reserve
The translation reserve comprises all foreign currency
differences arising from the translations of the financial
statements of foreign operations for consolidation.
Share options and warrants reserve
These reserves comprise the fair value of options and warrants
in issue as at 30 September 2017. A reconciliation and methodology
used in determining the fair values are set out in note 15.
Dividends
No dividends were declared or proposed by the Directors during
the period (31 March 2017: GBPNil).
Notes (continued)
forming an integral part of the condensed consolidated interim
financial statements for the period ended 30 September 2017
9 Goodwill
Goodwill has been recognised as a result of the acquisition of
Ferrum Resources Limited and its subsidiaries. The total balance as
at the period end is analysed as follows:
Cameroon Total
GBP GBP
Cost
At 31 March 2017 / 30 September
2017 643,706 643,706
------------------------ ------------------------
Impairment
At 31 March 2017 214,569 214,569
Impairment recognised during
the period 429,137 429,137
At 30 September 2017 (unaudited) 643,706 643,706
-------------------- --------------------
Net book value
At 30 September 2017 (unaudited) - -
At 31 March 2017 (audited) 429,137 429,137
The Company assessed the goodwill attributable to all remaining
exploration permits for impairment as at 30 September 2017 and in
light of the decision to cease all active operations and revert to
care and maintenance pending disposal, considered the recoverable
amount of these intangible assets to be substantially less than the
carrying amount and as such, a complete impairment was
recognised.
10 Investment in subsidiary undertakings
As at 30 September 2017, the Group had the following
subsidiaries:
Name of company Place Ownership Principal activity
of incorporation interest
Ferrum Resources Limited BVI 100% Holding company of
(Ferrum) * CMC, Ferrous Africa,
Ferrum Guinee, Ferrum
Benin and Ferrum Mauritania
CMC Guernsey Limited Guernsey 100% Holding company of
(CMC) CMC Cameroon
Compagnie Minière Cameroon 100% Holds exploration licenses
du Cameroun (CMC Cameroon) in Cameroon
* Held directly by WAFM.
All other holdings are indirect
The consolidated financial statements include the results of the
subsidiaries from the date that control is obtained to 30 September
2017 or the date that control ceases.
Notes (continued)
forming an integral part of the condensed consolidated interim
financial statements for the period ended 30 September 2017
11 Exploration permits
The Group recognised the fair value of intangible assets
attributable to exploration permits (including those previously
unrecognised) as a result of the following business
combinations:
Cameroon Total
GBP GBP
Cost
At 31 March 2017 / 30 September 2017 9,427,042 9,427,042
------------------------ ------------------------
Impairment
At 31 March 2017 3,142,327 3,142,327
Impairment recognised during the period 6,284,715 6,284,715
At 30 September 2017 (unaudited) 9,427,042 9,427,042
------------------------ ------------------------
Net book value
At 30 September 2017 (unaudited) - -
At 31 March 2017 (audited) 6,284,715 6,284,715
The Company assessed the exploration permits for impairment as
at 30 September 2017 and considered that in light of the decision
to cease all active operations and revert to care and maintenance
pending disposal, the recoverable amount of these intangible assets
is substantially less than the carrying amount and as such, a
complete impairment was recognised.
12 Financial instruments
Financial risk management
All aspects of the Group's financial risk management objectives
and policies are consistent with those disclosed in the
consolidated financial statements as at and for the year ended 31
March 2017.
Financial Instruments classification
Financial instruments comprise cash and trade and other
receivables (classified as loans and receivables) and accounts
payable and accrued expenses (classified as other financial
liabilities). The carrying amounts of these financial instruments
reported in the statement of financial position approximate their
fair values due to the short-term nature of these accounts.
13 Trade and other receivables
30 September 2017 31 March 2017
GBP GBP
Prepayments 39,599 18,514
VAT 121,513 119,096
Other debtors 6,145 4,243
------------------------ ------------------------
167,257 141,853
14 Trade and other payables
30 September 2017 31 March 2017
GBP GBP
Trade payables 217,684 147,376
Accrued expenses 15,000 30,000
Other creditors 2,895 30,018
-------------------------- --------------------------
235,579 207,394
Notes (continued)
forming an integral part of the condensed consolidated interim
financial statements for the period ended 30 September 2017
15 Share options and warrants
Share warrants
The total number of share warrants in issue as at the period end
is set out below:
FV
of
warrants
in
issue Expensed
Term at during
Grant in Exercise 1 April 30 September period the
Recipient Date years Price 2017 Issued Exercised Lapsed 2017 end period
GBP GBP
Shareholders
1 25/05/13 5 40.00p 1,000,000 - - - 1,000,000 - -
------------------------------ -------------------------- ---------------------------- ---------------------------- ------------------------------ ------------------------ ------------------------
1,000,000 - - - 1,000,000 - -
Notes
1. These warrants were issued in conjunction with the two fund
raising exercises completed in February 2014.
The Company has utilised the Black Scholes Model for the
purposes of estimating the fair value of the share warrants upon
issue. The following table lists the inputs to the models used for
warrants issued during the current and prior years.
14 February 2014 29 May 2013 02 April 2012 9 January 2012
Dividend yield (%) - - - -
Expected volatility (%) 1 50% 50% 40% 90%
Risk-free interest rate (%)2 0.97% 0.43% 0.7% 1.15%
Share price at grant date 7.12 pence 35.9 pence 21.6 pence 11.5 pence
Share price (market value) 7.12 pence 35.9 pence 21.6 pence 11.5 pence
Exercise price 10.0 pence 40.0 pence 25.0 pence 24.0/10.0 pence
Expected exercise period 2 years 2 years 3 years 1 year
Notes
1. Annualised standard deviation of continuously compounded
rates of return based on Company's historic share prices
2. Rate on 2 year Gilt Strips
Notes (continued)
forming an integral part of the condensed consolidated interim
financial statements for the period ended 30 September 2017
15 Share options and warrants (continued)
Share options
The total number of share options in issue as at the period end
is set out below.
Expensed
Term 30 during
Grant in Exercise 1 April Lapsed September the Fair
Recipient Date years Price 2017 Issued /cancelled Exercised 2017 period value
GBP GBP
Directors
and
consultants 14/05/14 10 7.00p 3,216,667 - - - 3,216,667 3,023 -
---------------- ------------------ ------------------ ------------------ ---------------- -------------- ------------------
3,216,667 - - - 3,216,667 3,023 -
The Company has utilised the Black Scholes Model for the
purposes of estimating fair value of the share options upon issue.
The following table lists the inputs to the models used for options
in issue as at the period end.
14 May
2014
Dividend yield -
(%)
Expected volatility
(%)1 40%
Risk-free interest
rate (%)2 0.63%
Share price at 7 pence
grant date
Share price (market 7 pence
value)
Exercise price 7 pence
Expected exercise 4 years
period
Notes
1. Annualised standard deviation of continuously compounded
rates of return based on Company's historic share prices
2. Rate on 2 year Gilt Strips
Share Option Scheme
In accordance with, and subject to the terms of the Company's
Share Option Scheme, options issued during the year shall vest in
equal instalments annually over a period of three years from the
date of grant. Vested options are exercisable at the Exercise Price
and may not be exercised later than the tenth anniversary of the
Date of Grant. The Directors shall have an absolute discretion as
to the selection of persons to whom an Option is granted by the
Company. An option shall not be granted to any person unless he/she
is a person/company who has provided or is providing services to
the Group as a consultant or otherwise ("Approved Grantee") or an
employee or any person nominated by such Approved Grantee or
employee. The exercise price shall be determined by the Directors
and shall be the market value of a Share on the date of the grant
of the option to the option holder or shall be such greater or
lesser price as the Directors shall determine in their discretion
provided always that in the case of a subscription option, the
price shall not be less than the nominal value of a Share.
Exercise of the option may be conditional upon satisfaction of
performance-related conditions as shall be determined by the
Directors and notified to the option holder on the date of the
grant. They are not transferable and may not be exercised when to
do so would contravene the provisions of the Company's code
governing share dealings by directors and employees. In the event
that a director/consultant resigns and ceases to be engaged by the
Company in any role, pursuant to the Share Option Scheme rules, he
or she may only exercise options which have vested and for a period
of no later than six months from resignation.
Notes (continued)
forming an integral part of the condensed consolidated interim
financial statements for the period ended 30 September 2017
16 Segment reporting
The Group operates in one industry segment: mineral exploration
and development in Cameroon. The Company has separately identified
two (2016: two) operating segments based on geographical location,
being operations in Cameroon and operations at the holding level.
The activities in Cameroon, alongside the holding Company are
reported regularly to senior management and the board to make
decisions about resources and assess its performance and discrete
financial information is maintained for each. Below is the analysis
of Group's exposures in these segments:
Cameroon Corporate Total
GBP GBP GBP
Deferred mine exploration costs (note 6) 12,398,292 - 12,398,292
Exploration permit (note 10) 6,284,715 - 6,284,715
Other non-current assets 471,655 - 741,655
Current assets 279,002 2,554,930 2,833,932
Total liabilities (9,508) (226,071) (235,579)
Net finance loss - (517) (517)
Expenses (31,486) (114,673) (146,159)
Net loss (31,486) (115,190) (146,676)
Other comprehensive profit - (142,357) (142,357)
17 Related party transactions
All related party transactions occurred on an arm's length basis
and in the normal course of operations.
Key management personnel
Directors of the Group received the following remuneration
during the period:
Expense recognised Outstanding at
during the period the end of the
period
30 September 30 September 30 September 30 September
2017 2016 2017 2016
GBP GBP GBP GBP
Brad Mills (resigned
02 June 2017) 672 2,862 - 4,682
Anton Mauve (resigned
01 June 2015) - - - 653
James Mellon (resigned
13 November 2017) 3,050 2,862 - 4,862
Gerard Holden (resigned
13 November 2017) 3,910 3,670 - 6,003
Willy Simon 3,050 2,862 - 3,627
Andrew Gutman 3,050 2,862 - 3,627
Dr Kunwar Shailubhai - - - -
(appointed 06 July
2017)
-------------------- -------------------- -------------------- --------------------
13,732 15,118 - 23,274
Directors fee restructure:
As reported in previous year's financial statement, the
Directors of the Company shall be paid 50% of their salary by the
issue of new ordinary shares ("New Shares") in the Company in
arrears at an implied monthly price equivalent to the volume
weighted average price ("VWAP") of the Company's shares at the end
of each relevant month. This structure was mutually agreed between
the Company and the Directors as part of the cash-saving exercise
implemented across the Group. The arrangements were to be with
effect from 1 January 2014 and in respect of Gerard Holden from 1
May 2014.
Notes (continued)
forming an integral part of the condensed consolidated interim
financial statements for the period ended 30 September 2017
17 Related party transactions (continued)
Key management personnel (continued)
As discussed in note 15, the Board of Directors may issue share
options or warrants to persons/company who provide services to the
Group. The following table is a reconciliation of warrants and
options in issue to key personnel as at 30 September 2017. The
value of these warrants/options is commensurate with the value of
services provided to the Company.
at At
Name 01 April Lapsed/ 30 September
2017 Granted Exercised Cancelled 2017
Brad
Mills 4,700,000 - - (4,700,000) -
Gerard
Holden 2,350,000 - - - 2,350,000
------------------------ ------------------------ ------------------------ ------------------------ ------------------------
Totals 7,050,000 - - (4,700,000) 2,350,000
Directors' interests in the capital of the Company are the
following:
Number of Ordinary Percentage of
Shares Issued Capital
James Mellon (note
18) 25,915,591 6.80%
Burnbrae Limited
The Company has entered into a service agreement with Burnbrae
Limited for the provision of administrative and general office
services. Mr James Mellon is a director of Burnbrae Limited and the
Company. During the period the Company incurred a total cost of
GBP27,236 (30 September 2016: GBP25,555) under this agreement and a
balance of GBP133,510 was due to Burnbrae Limited at end of the
period (31 March 2017: GBP106,274).
18 Significant shareholdings
Except for the interests disclosed in this note, the Directors
are not aware of any holding of Ordinary Shares representing 3% or
more of the issued share capital of the Company as at:
At 30 September 2017
---------------------------------------------------------------
Number of Ordinary Shares Percentage of Total Issued Capital
Beaufort Nominees Limited 119,218,242 31.28%
Vidacos Nominees Limited 81,627,160 21.42%
BBHISL Nominees Limited 44,702,633 11.73%
James Mellon (1) 25,915,591 6.80%
CGWL Nominees Limited 25,288,461 6.63%
The Bank of New York (Nominees) Limited 21,796,318 5.72%
Pershing Nominees Limited 15,260,993 4.00%
Notes (continued)
forming an integral part of the condensed consolidated interim
financial statements for the period ended 30 September 2017
18 Significant shareholdings (continued)
Notes:
1. James Mellon's interest comprises 23,291,082 shares held by
Galloway Limited (a company which is indirectly wholly owned by
James Mellon) and 1,844,825 Shares held by Burnbrae Limited (a
company which is indirectly wholly owned by James Mellon). The
balance of James Mellon's shareholding (779,684) is held in Mr
Mellon's own name
19 Basic and diluted loss per share
The calculation of basic loss per share of the Group is based on
the net loss attributable to shareholders for the period of
GBP19,258,819 (30 September 2016: GBP99,628) and the weighted
average number of shares outstanding of 381,157,838 (30 September
2016: 381,157,838).
Weighted average number of ordinary shares
30 September 2017 30 September 2016
Issued ordinary shares at 01 April 381,157,838 381,157,838
Effect of shares issued for cash - -
Effect of share options and warrants exercised - -
Effect of shares issued to Directors in lieu of salary - -
---------------- ----------------
Weighted average number of ordinary shares 381,157,838 381,157,838
Diluted earnings per share are calculated adjusting the weighted
average number of ordinary shares outstanding to assume conversion
of all dilutive potential ordinary shares such as warrants and
options. As at 30 September 2017 and 2016, there is no dilutive
effect because the Group incurred net losses in both periods.
Therefore, basic and diluted earnings per share are the same.
20 Commitments and contingent liabilities
There are no known contingent liabilities as at the period
end.
21 Subsequent events
On 13 November 2017, Gerard Holden and James Mellon both
resigned as Directors of the Company and its subsidiaries. On the
same day, Willy Simon was appointed as Acting Chairman.
The Board is in the process of reviewing the strategy for the
future development of the Company. Due to the continuing
challenging iron ore market conditions and difficulties in finding
commercial partners, a decision has been made to not progress the
Sanaga iron ore project any further. No further funds will be
expended on the project, other than to maintain the current
licences in good standing and to preserve value pending any
prospective sale of the assets.
The Board is in the process of approving a capital reduction
exercise to cancel its share premium account.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EAAAPFFPXFFF
(END) Dow Jones Newswires
December 18, 2017 07:23 ET (12:23 GMT)
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