TIDMRLH
RNS Number : 1919S
Red Leopard Holdings PLC
22 September 2014
RED LEOPARD HOLDINGS PLC
Interim Accounts for Red Leopard Holdings Plc ("Red Leopard" or
the "Group") for the six months ended 30 June 2014
Red Leopard presents the unaudited interim accounts for the six
months ended 30(th) June 2014.
During the period, the Company worked with the U.S. Bureau of
Land Management ("BLM") in respect of its plan of operations to
reopen the Idora Tunnel (the "Tunnel") for the purposes of
exploration on its mining claims in the vicinity of Shoshone
County, Idaho. These plans were approved on 6 August. The Company
immediately engaged Coeur d'Alene Mining Contracting LLC ("Coeur
d'Alene") who have now completed work on site. Coeur d'Alene
successfully removed the rock falls and debris at the entrance to
the Idora Mine portal and installed a metal culvert to permit safe
exploration access to the Tunnel. From initial observations upon
entering the Tunnel there do not appear to be any significant
additional cave-ins beyond the portal. Oxygen levels inside the
Tunnel measured 20.6 per cent., which was well ventilated with
natural air flow. Going forward, the Company plans to get its
geologist onsite in the Tunnel to explore the length of the drift
as far as possible, undertaking any additional work needed to
prepare the Tunnel for exploration activities and start a sampling
programme. The Company aims to have this work completed in the
coming months, before the bad weather sets in. The Directors
believe the Company is on track to develop a small scale mining
operation over the next two years, with the aim of providing
sufficient cash flow to establish a systematic programme and
development of a valuable grade ore body.
The Company has also been proactive in considering other
complimentary resource assets in particular in Chile and in January
2014 the Company established a wholly owned subsidiary, Minera Red
Leopard Chile SpA ("MRLC"), with a view to facilitating potential
transactions in the area. Through MRLC, in April 2014 the Company
assisted in the facilitation of the sale by Sociedad De Asesoria
Jurdica y Economica Minem S.A. ("Minem"), a private company, of two
properties, TresAmantes and San Antonio, located in the Atacama
Region of Chile, to TSXV listed Cougar Minerals Corp ("Cougar"). In
consideration, Minem paid the Company US$25,000 in cash and 300,000
ordinary shares ("Consideration Shares") in Cougar representing a
proportion of the consideration Minem received for the
properties.
A copy of the interim results will be available on the Company's
website www.redleopardholdings.com
For further information, please contact:
John May, Red Leopard Holdings Plc, Tel: 020 917 6826
Gavin Burnell/Lauren Kettle, Northland Capital Partners Limited,
Tel: 0207 382 1100
Consolidated statement of comprehensive income
(Unaudited) (Unaudited) Audited
6 months 6 months Year to
to to 31
30 June 30 June December
Note 2014 2013 2013
GBP GBP GBP
Revenue 14,594 - -
----------- ----------- ----------
Gross profit 14,594 - -
Administrative expenses (95,185) (80,977) (358,681)
----------- ----------- ----------
Operating loss (80,591) (80,977) (358,681)
Finance income 11 - -
Finance cost (82) - -
----------- ----------- ----------
Loss from continuing activities
before taxation (80,662) (80,977) (358,681)
Tax expense - - -
Loss for the period attributable
to the equity holders of
the parent (80,662) (80,977) (358,681)
=========== =========== ==========
Loss per share - basic 3 (0.03) (0.09) (0.28)
Loss per share - diluted (0.03) (0.09) (0.28)
Consolidated statement of financial position
(Unaudited) (Unaudited) Audited
30 June 30 June 31 December
Notes 2014 2013 2013
GBP GBP GBP
Non-current assets
Intangible assets 4 433,333 - 433,333
----------- ----------- ------------
433,333 - 433,333
Current assets
Trade and other receivables 5 49,462 31,383 28,758
Cash and cash equivalents 103,545 3,290 120,999
----------- ----------- ------------
Total current assets 153,007 34,673 149,757
Total assets 586,340 34,673 583,090
=========== =========== ============
Equity
Share capital 8 1,535,667 1,368,334 1,500,800
Share premium account 4,017,194 3,097,263 3,862,860
Share based payment reserve 60,002 60,002 60,002
Retained earnings (5,192,799) (4,836,151) (5,103,551)
----------- ----------- ------------
Total equity 420,064 (310,552) 320,111
=========== =========== ============
Current liabilities
Trade and other payables 6,7 166,276 345,225 262,979
----------- ----------- ------------
Total current liabilities 166,276 345,225 262,979
----------- ----------- ------------
Total liabilities 166,276 345,225 262,979
----------- ----------- ------------
Total equity and liabilities 586,340 34,673 583,090
=========== =========== ============
Consolidated statement of changes in equity
Share Share Share Retained Total
capital premium based earnings equity
account payment
reserve
Unaudited GBP GBP GBP GBP GBP
At 1 January
2014 1,500,800 3,862,860 60,002 (5,103,551) 320,111
Loss for the
period - - - (80,662) (80,662)
--------- --------- -------- ----------- --------
Total comprehensive
income - - - (80,662) (80,662)
--------- --------- -------- ----------- --------
Transactions
with owners:
Equity component
of compound
instrument - - - (8,586) (8,586)
--------- --------- -------- ----------- --------
Issue of share
capital 34,867 154,334 - - 189,201
--------- --------- -------- ----------- --------
Total transactions
with owners 34,867 154,334 - (8,586) 180,615
--------- --------- -------- ----------- --------
Balance at
30 June 2014 1,535,667 4,017,194 60,002 (5,192,799) 420,064
--------- --------- -------- ----------- --------
Share Share Share Retained Total
capital premium based earnings equity
account payment
reserve
Unaudited GBP GBP GBP GBP GBP
At 1 January
2013 1,368,334 3,097,263 60,002 (4,755,174) (229,575)
Loss for the
period - - - (80,977) (80,977)
--------- --------- -------- ----------- ---------
Total comprehensive
income - - - (80,977) (80,977)
--------- --------- -------- ----------- ---------
Transactions
with owners:
Issue of share
capital - - - - -
--------- --------- -------- ----------- ---------
Total transactions
with owners - - - - -
--------- --------- -------- ----------- ---------
Balance at
30 June 2013 1,368,334 3,097,263 60,002 (4,836,151) (310,552)
--------- --------- -------- ----------- ---------
Share Share Share Retained Total
capital premium based earnings equity
account payment
reserve
Audited GBP GBP GBP GBP GBP
At 1 January
2013 1,368,334 3,097,263 60,002 (4,755,174) (229,575)
Loss for the
period - - - (358,681) (358,681)
--------- --------- -------- ----------- ---------
Total comprehensive
income 1,368,334 3,097,263 60,002 (5,113,855) (588,256)
--------- --------- -------- ----------- ---------
Transactions
with owners:
Equity component
of compound
instrument - - - 10,304 10,304
--------- --------- -------- ----------- ---------
Issue of share
capital 132,466 765,597 - - 898,063
--------- --------- -------- ----------- ---------
Total transactions
with owners 132,466 765,597 - 10,304 908,367
--------- --------- -------- ----------- ---------
Balance at
31 December
2013 1,500,800 3,862,860 60,002 (5,103,551) 320,111
--------- --------- -------- ----------- ---------
Consolidated statement of cash flows
(Unaudited) (Unaudited) Audited
6 months 6 months Year to
to 30 to 30
June June 31 December
2014 2013 2013
GBP GBP GBP
Cash flows used in operating
activities
Operating loss (80,591) (80,977) (357,681)
Adjustments for:
Liabilities extinguished
via issue of loan notes
and equity shares 43,750 - 153,637
(Increase)/Decrease in
trade and other receivables (20,704) (10,027) (7,402)
Increase/(Decrease) in
trade payables (5,288) 88,738 6,493
----------- ----------- -------------
Net cash flows from operating
activities (62,833) (2,265) (205,953)
----------- ----------- -------------
Investing activities
Interest received 11 - -
Interest paid (82) - -
Cash flows used in investing
activities (71) - -
Financing activities
Issue of share capital 45,450 - 321,397
Cash flows used in financing
activities 45,450 - 321,397
Net increase/(decrease)
in cash and cash equivalents (17,454) (2,265) 115,444
Cash and cash equivalents
brought forward 120,999 5,555 5,555
Cash and cash equivalents
carried forward 103,545 3,290 120,999
=========== =========== =============
Notes to the consolidated financial statements
1 Nature of operations and general information
PRINCIPAL ACTIVITY
Red Leopard Holdings plc is focussed on the natural resources
sector (both exploration and production), with a particular
emphasis on precious mining assets and interests.
BUSINESS REVIEW
Financial overview and performance
Loss for the group before tax for the period was GBP80,662
(2013: GBP80,977).
Strategy
The Company' strategy is to adhere to its investing policy
focussed on natural resources.
Investing Policy
The investing policy is to pursue investments in the natural
recourses sector, and in particular, precious metals.
The Directors are initially focussed on North and South America,
where the Directors believe that a number of opportunities exist to
acquire interests in suitable projects. Investments may be made in
exploration, development and/or producing assets.
The Directors may consider it appropriate to purchase companies
or interests in assets which may result in an equity interest in
any proposed investment ranging from a minority position to 100 per
cent ownership. Proposed investments may be made in either quoted
or unquoted companies and structured as a direct acquisition, joint
venture or a direct interest in a project.
Where necessary, the Company may seek participation in the
management or with the board of directors of an entity in which the
Company invests; or in the event that it is acquired then in the
on-going enlarged entity.
New investments will be held for the medium to longer term;
although shorter term disposal of any investments cannot be ruled
out should such an opportunity present itself.
There is no limit on the number of projects into which the
Company may invest, and the Company's financial resources may be
invested in a number of propositions or just one, which may be
deemed to be a reverse takeover pursuant to Rule 14 of the AIM
Rules. Where the Company builds a portfolio of related assets it is
possible that there may be cross-holdings between such assets. The
Company does not currently intend to fund any investments with debt
or other borrowings but may do so if appropriate.
The Directors undertake initial project assessments themselves
with additional independent technical advice as required. The
Company does not have a separate investment manager.
The Directors may offer new Ordinary Shares by way of
consideration as well as cash subject to its availability to the
Company. The Company may in appropriate circumstances, issue debt
securities or otherwise borrow money to complete an investment. The
Directors do not intend to acquire any cross-holdings in other
corporate entities that have an interest in the Ordinary
Shares.
Corporate Information
Red Leopard Holdings plc is the Group's ultimate parent company.
It is incorporated and domiciled in Great Britain. The address of
Red Leopard Holdings plc's registered office is 50 Jermyn Street,
London, SW1Y 6LX. Red Leopard Holdings plc's shares are listed on
the Alternative Investment Market of the London Stock Exchange.
2 Basis of preparation
The financial information presented in this half-yearly report
constitutes the condensed consolidated financial statements (the
interim financial statements) of Red Leopard Holdings plc for the
six months ended 30 June 2014.
The interim financial statements should be read in conjunction
with the Financial Statements for the year ended 31 December 2013
which have been prepared in accordance with International Financial
Reporting Standards as adopted for use in the EU. The financial
information in this half yearly report, which has been approved by
the Board and authorised for issue is unaudited. The financial
information set out in this interim report does not constitute
statutory accounts as defined in Section 434 (3) of the Companies
Act 2006. The comparative financial information presented herein
for the year ended 31 December 2013 has been extracted from the
Group's Financial Statements for the year ended 31 December 2013
which have been delivered to the Registrar of Companies.
These financial statements have been prepared under the
historical cost convention.
These consolidated interim financial statements have been
prepared in accordance with the accounting policies adopted in the
last annual financial statements for the year to 31 December
2013.
The accounting policies have been applied consistently
throughout the Group for the purposes of preparation of these
consolidated interim financial statements. The consolidated
financial information includes the accounts of the Company and its
subsidiaries, after the elimination of inter-company transactions
and balances.
3 Earnings per share
The calculation of the basic loss per share is based on the loss
attributable to ordinary shareholders divided by the weighted
average number of shares in issue during the year.
The calculation of diluted loss per share is based on the basic
loss per share, adjusted to allow for the issue of shares and the
post tax effect of dividends and/or interest, on the assumed
conversion of all dilutive options and other dilutive potential
ordinary shares.
Reconciliations of the loss and weighted average number of
shares used in the calculations are set out below.
Weighted
average
number Per share
Loss of shares amount
6 months to 30 June 2014 GBP Pence
Loss attributable to ordinary
shareholders 80,662
Weighted average number
of shares (used for basic
earnings per share) 232,241,380
Basic loss per share 0.03
=========
6 months to 30 June 2013
Loss attributable to ordinary
shareholders 80,977
Weighted average number
of shares (used for basic
earnings per share) 92,487,529
Basic loss per share 0.09
====
Year to 31 December 2013
Loss attributable to ordinary
shareholders 358,681
Weighted average number
of shares (used for basic
earnings per share) 127,690,964
Basic loss per share 0.28
====
For diluted loss per share, the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all
potential dilutive ordinary shares. Items to be included in the
calculation are:
- Options for ordinary shares
- Convertible loan notes for ordinary shares
The effect of conversion of all potential dilutive ordinary
shares would have an anti-dilutive effect on loss per share and
therefore they have not been incorporated in the diluted loss per
share calculation.
4 Intangible assets
Mining Mining
Exploration Total
and development
claims
GBP GBP
--------------------- ----------------- --------
Cost:
At 1 January 2013 - -
--------------------- ----------------- --------
Additions - -
--------------------- ----------------- --------
At 30 June 2013 - -
Additions 433,333 433,333
At 31 December 2013 433,333 433,333
Additions - -
At 30 June 2014 433,333 433,333
Net book value:
At 30 June 2014 433,333 433,333
--------------------- ----------------- --------
At 31 December 2013 433,333 433,333
--------------------- ----------------- --------
At 30 June 2013 - -
--------------------- ----------------- --------
On 24 September 2013, the Company acquired the entire issued
share capital of Red Leopard Mining Inc ("RLM") for GBP600,000. The
consideration was satisfied by the issue of 33,333,333 new ordinary
shares at a price of 1.8p per share. The Directors considered that
the acquisition of RLM did not constitute the acquisition of a
business as defined in IFRS 3, and as the fair value of the
intangible assets acquired could not readily be determined by
reference to the value of the mining claims in the evaluation
phase, the fair value was determined by reference to the fair value
of equity instruments issued as consideration. The fair value price
of GBP600,000 was initially calculated with reference to the
anticipated market value of the share price at the time of the
drafting of the acquisition agreement. This was subsequently
adjusted for movements in the share price and the calculation of
the fair value of the consideration was adjusted to reflect the
actual open market price of the shares on AIM at the date of
acquisition of 1.3p. The overall impact resulted in a restatement
to the valuation of GBP166,667. There was no Income Statement
impact of this adjustment. In addition the Company paid GBP17,938
($28,700) in respect of the annual rental fees of $140 per claim to
keep the claims in good standing for the following year, which has
been recognised within current assets.
There were no assets or liabilities in RLM at the acquisition
date other than the mining claims, which have been recognised as
separately identifiable intangible assets in respect of exploration
and development rights.
The Directors assess the asset at each reporting date for
indications of impairment. The mining claims acquired have not yet
been developed, therefore there are only inferred resources to form
a basis for the impairment review. The directors commissioned a
report from an independent expert which formed part of the basis
for determining that no impairment is required.
5 Trade and other receivables
(Unaudited) (Unaudited) Audited
6 months 6 months Year to
to 30 to 30
June June 31 December
2014 2013 2013
GBP GBP GBP
Other receivables 49,462 31,383 28,758
49,462 31,383 28,758
----------- ----------- -------------
6 Trade and other payables
(Unaudited) (Unaudited) Audited
6 months 6 months Year to
to 30 to 30
June June 31 December
2014 2013 2013
GBP GBP GBP
Trade payables 15,450 182,544 14,364
Loans (Note 7) 127,328 109,046 218,742
Accruals and deferred income 23,498 53,635 29,873
----------- ----------- -------------
166,276 345,225 262,979
----------- ----------- -------------
7 Borrowings
(Unaudited) (Unaudited) Audited
6 months 6 months Year to
to 30 to 30
June June 31 December
2014 2013 2013
GBP GBP GBP
Short term loans 109,046 109,046 109,046
Convertible loan note 18,282 - 109,696
Loans 127,328 109,046 218,742
----------- ----------- -------------
The Company has short term loans outstanding amounting to
GBP109,046 repayable on demand. The holders have agreed not to call
upon any loan notes until sufficient new funds are received that
allow the Company to finance itself going forward and waived the
right to the receipt of the 6% interest above base rate as provided
for under the loan agreement. This support is for a period of at
least 18 months following the re-admission of Red leopard Holdings
Plc on AIM which took place on 25 September 2013. These loans do
not carry any conversion options.
On 5 September 2013, the Company issued convertible loan notes
to the value of GBP120,000 for outstanding fees for professional
services relating to the re-admission of the company on AIM. The
notes are interest free and unsecured. They are fully transferrable
by the noteholder and the conversion price is 0.5 pence. On 18 June
2014, the company received a Notice of Conversion from Northland
Capital Partners Limited to convert all GBP100,000 of its
convertible loan notes in issue into 20,000,000 new ordinary shares
(Note 8).
The convertible loan notes contain both a financial liability
and an equity component. These components have been accounted for
and presented separately according to their substance. The equity
component has been assigned the residual value having deducted the
fair value of the liability component from the fair value of the
instrument as a whole.
The fair value of the liability has been determined by applying
a 6% discount rate, which equates to the interest rate for other
comparable unsecured loans issued by the Group. This represents a
level 3 fair value assessment in the IFRS 13 hierarchy as the
inputs are not based on observable market data. The Directors have
assessed that there is no material difference between the discount
rate applied and a commercial rate of interest that could be
obtained in an arm's length transaction.
No subsequent adjustment is made to the split of equity and
liability components for any changes in market interest rates,
share price or other events that change the likelihood that the
conversion optionwill be exercised. The Directors believe that
there is no material difference between the fair value of financial
instruments and their carrying value at the balance sheet date.
8 Share Capital
Shares issued for the period to 30 June 2014 are summarised as
follows:
6 months to 30 June 2014
Number GBP
Ordinary shares 0.001 pence 259,820,728 259,821
Deferred shares 0.001 pence 1,275,846,391 1,275,847
---------
At 30 June 2013 1,535,668
---------
In April 2014, the Company raised US$75,000 before expenses via
a private subscription for 7,575,000 new Ordinary Shares of 0.1p
per share at a price of 0.6p per share. At the same time, the Board
deemed it appropriate to satisfy the directors' accrued aggregate
gross salaries and fees from the previous seven months to 31 March
2014 amounting to GBP43,750. The directors agreed to capitalize the
amounts outstanding at an equivalent of 0.6 pence per share.
Accordingly, the Company issued 7,291,666 Ordinary Shares. On 18
June 2014, the company converted GBP100,000 of convertible loan
notes in issue into 20,000,000 new ordinary shares (Note 7).
6 months to 30 June 2013
Number GBP
Ordinary shares 1 pence 92,487,529 924,875
Ordinary shares 0.01 pence 443,458,630 443,459
---------
At 30 June 2013 1,368,334
---------
Year to 31 December 2013
Number GBP
Ordinary shares 0.001 pence 224,954,062 224,953
Deferred shares 0.001 pence 1,275,846,391 1,275,847
---------
At 31 December 2013 1,500,800
---------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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