TIDMMVC
RNS Number : 3035B
Medavinci PLC
16 February 2011
MedaVinci plc
("MedaVinci" or the "Company")
Preliminary Results for the nine months ended 31 December
2010
The Company is pleased to announce its preliminary results for
the nine months ended 31 December 2010:
CHAIRMAN'S STATEMENT
I highlighted in my interim statement my belief that we have now
secured an exciting future for Medavinci plc by re-focussing the
Company's investment strategy to that of a gold mineral exploration
and production business.
The Deli Jovan gold project in Serbia is progressing well and we
are encouraged by the recent report from SRK Consulting (UK)
Limited who stated:
"SRK considers likely that a small scale mining operation can be
established and sustained at Deli Jovan using handheld pneumatic
drilling equipment. The current constraints on operations are the
unknown processing recovery and the limited information on the
continuation of the ore zone outside the known working areas. The
target of 30,000 ounces per annum as set by Deli Jovan Exploration
d.o.o could be achieved, on the condition that the historically
reported widths and grades can be substantiated by the DE
exploration programme."
The Board has today announced that the Company has exercised its
option to acquire the remaining 51% interest in Orogen Gold Limited
("Orogen Gold") that it does not currently own, subject to
shareholder approval at a General Meeting to be held on 4 March
2011. Orogen Gold will become the Company's main trading subsidiary
and the Company will move from being an investing company to a
holding company whose main activities (via its subsidiaries)
consist of exploring, appraising, and developing gold deposits in
Europe. Furthermore the Company has now changed its accounting
reference date to 31 December, to coincide with that of Orogen Gold
and the operational business. The Company has made a separate
announcement relating to the exercise of the option in relation to
Orogen Gold and an admission document, prepared pursuant to the AIM
Rules, will be published and sent to shareholders shortly.
Upon completion of the acquisition, John Barry, Edward Slowey
and Alan Mooney, directors of Orogen Gold, will join the Board as
non-executive Chairman, Chief Executive Officer and Finance
Director respectively and the name of the Company will be changed
to Orogen Gold Plc. Adam Reynolds is to remain on the Board as a
non-executive Director and Paul Foulger, Glyn Hirsch and Michael
Hough are to stand down from the Board.
Deli Jovan represents our first gold exploration project and in
line with our new strategy we are reviewing a number of other
mineral exploration opportunities in Europe and Asia that are at
varying stages of advancement. Shareholders will be kept fully
informed of any new developments.
We have a strong team within the Company and a tremendous
project in Deli Jovan. This together with our commitment to
introduce new mineral exploration and development projects to the
company will ensure an exciting development of our business and
presents substantial scope to add value as our work proceeds.
I am looking forward to the coming year with confidence.
Adam Reynolds
Chairman
16 February 2011
For further information, please contact:
MedaVinci plc Tel: +44 (0) 207 245 1100
Adam Reynolds
Paul Foulger
Zeus Capital Limited Tel: +44 (0) 161 831 1512
Nominated Adviser and Joint Broker
Ross Andrews
Tom Rowley
XCAP Securities Plc Tel: +44 (0) 207 101 7070
Joint Broker
John Grant / Karen Kelly / Tim
Burge
Hansard Group Tel: +44 (0) 207 245 1100
Media Contacts
Nick Nelson / Guy McDougall
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2010
9 months 12 months
to to
31 December 31 March
2010 2010
Notes GBP'000 GBP'000
- Recurring administrative expenses 3 (133) (144)
- Associates investment acquisition
costs (202) -
- Impairment of investments, capital
contribution and receivables from
investments 8 (100) (518)
Administrative expenses (435) (662)
Loss before taxation from continuing
operations (435) (662)
Income tax expense 6 - -
Loss for the period attributable
to equity holders of the company
from continuing operations (435) (662)
------------- -----------
Total comprehensive income for the
period attributable to owners of
the company (435) (662)
============= ===========
Pence Pence
Loss per share
Basic and diluted 7 (0.1) (0.2)
============= ===========
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2010
As at 31 December As at 31
2010 March 2010
Notes GBP'000 GBP'000
ASSETS
Non-current assets
Investments 8 570 300
Total non-current assets 570 300
------------------- -------------
Current assets
Trade and other receivables 9 246 -
Cash at bank and in hand 10 1,546 160
Total current assets 1,792 160
------------------- -------------
TOTAL ASSETS 2,362 460
=================== =============
EQUITY AND LIABILITIES
Equity attributable to equity
holders of the company
Share capital 11 2,016 1,158
Share premium reserve 6,714 5,305
Retained loss (6,507) (6,077)
Total equity 2,223 386
------------------- -------------
Current liabilities
Trade and other payables 12 139 74
Total current liabilities 139 74
------------------- -------------
TOTAL EQUITY AND LIABILITIES 2,362 460
=================== =============
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2010
Share Share Retained
capital premium loss Total
GBP'000 GBP'000 GBP'000 GBP'000
At 1 April 2009 736 5,305 (5,415) 626
---------- ---------- ---------- ----------
Loss for the year - - (662) (662)
Transaction with owners
Shares issued during the
year 422 - - 422
Movement in year 422 - (662) (240)
At 31 March 2010 1,158 5,305 (6,077) 386
---------- ---------- ---------- ----------
Loss for the period - - (435) (435)
Transaction with owners
Shares issued during the
period 858 1,609 - 2,467
Share issue costs - (200) - (200)
Share based expense - - 5 5
Movement in period 858 1,409 (430) 1,837
At 31 December 2010 2,016 6,714 (6,507) 2,223
---------- ---------- ---------- ----------
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2010
9 months 12 months
to to
31 December 31 March
2010 2010
Notes GBP'000 GBP'000
Cash flows from operating activities
Loss before taxation (435) (662)
Impairment loss on investments 100 518
Share based expense 5 -
(Increase)/decrease in trade and other
receivables (246) 14
Increase/(decrease) in trade and other
payables 65 (173)
Net cash outflow from operating
activities (511) (303)
------------- -----------
Cash flows from investing activities
Acquisition of associate (370) (76)
Net cash outflow from investing
activities (370) (76)
------------- -----------
Cash flows from financing activities
Net Proceeds from issue of equity
instruments 2,267 422
Net cash inflow from financing
activities 2,267 422
------------- -----------
Net increase in cash and cash
equivalents 1,386 43
Cash and cash equivalents at beginning
of the period 160 117
Cash and cash equivalents at end of the
period 10 1,546 160
------------- -----------
NOTES
1. GENERAL INFORMATION AND PRINCIPAL ACCOUNTING POLICIES
MeDaVinci plc is a public limited liability company governed by
UK law, established in the UK and listed on the Alternative
Investment Market (AIM). The company's registered office is in the
UK. Its office address is 14 Kinnerton Place South, London, SW1X
8EH.
The principal activity of the company is that of investing in
companies involved in mineral exploration and production in Europe.
In prior years the focus of the company was to invest in health and
wellness based companies.
The principal accounting policies adopted in the preparation of
the financial statements are set out below:
Statement of compliance
The financial statements of MeDaVinci Plc have been prepared in
accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union, IFRIC interpretations and the
Companies Act 2006 applicable to companies reporting under
IFRS.
Basis of preparation of the financial statements
The financial statements have been prepared under the historical
cost convention, as modified by the measurement at fair value of
available-for-sale financial assets and financial assets and
financial liabilities (including derivative instruments) at fair
value through profit or loss.
Change of accounting reference date
The financial statements are presented for a period of nine
months to 31 December 2010 to align it to those of its associates.
The comparatives disclosed in the financial statements and the
notes are for the year ended 31 March 2010.
New and amended standards adopted by the Company
The company has adopted the following new and amended IFRSs as
of 1 April 2010:
-- IFRS 3 (revised), 'Business combinations' and consequential
amendments to IAS 27, 'Consolidated and separate nancial
statements', IAS 28, 'Investments in associates' and IAS 31,
'Interests in joint ventures', effective prospectively to business
combinations for which the acquisition date is on or after the
beginning of the rst annual reporting period beginning on or after
1 July 2009.
The revised standard continues to apply the acquisition method
to business combinations, with some signi cant changes. For
example, all payments to purchase a business are to be recorded at
fair value at the acquisition date, with contingent payments classi
ed as debt subsequently re-measured through the statement of
comprehensive income. There is a choice on an
acquisition-by-acquisition basis to measure the minority interest
in the acquiree either at fair value or at the minority interest's
proportionate share of the acquiree's net assets. All
acquisition-related costs should be expensed.
-- IAS 27 (revised), 'Consolidated and separate nancial
statements', (effective from 1 July 2009). The revised standard
requires the effects of all transactions with non-controlling
interests to be recorded in equity if there is no change in control
and these transactions will no longer result in goodwill or gains
and losses. The standard also speci es the accounting when control
is lost. Any remaining interest in the entity is remeasured to fair
value, and a gain or loss is recognised in pro t or loss. The
company will apply IAS 27 (revised) prospectively to transactions
with non-controlling interests from 1 April 2010.
1. PRINCIPAL ACCOUNTING POLICIES (continued)
-- IAS 38 (amendment), 'Intangible assets'. The amendment is
part of the IASB's annual improvements project published in April
2009 and the company will apply IAS 38 (amendment) from the date
IFRS 3 (revised) is adopted. The amendment clari es guidance in
measuring the fair value of an intangible asset acquired in a
business combination and it permits the grouping of intangible
assets as a single asset if each asset has a similar useful
economic life. The amendment will not result in a material impact
on the company's nancial statements.
-- IAS 32 (amendment), 'Financial instruments: presentation -
classification of rights issue', is effective from annual periods
beginning on or after 1 February 2010 and amended the definition of
a financial liability in order to classify rights issues (and
certain options or warrants) as equity instruments in cases where
such rights are given pro-rata to all of the existing owners of the
same class of an entity's non-derivative equity instruments, or to
acquire a fixed number of the entity's own equity instruments for a
fixed amount in any currency. This amendment will have no impact on
the company after initial application.
-- IFRS2, Share-based Payment: Group Cash-settled Share-based
Payment Transactions effective 1 January 2010. The IASB issued an
amendment to IFRS2 that clarified the scope and the accounting for
group cash-settled share-based payment transactions. The company
adopted this amendment as of 1 January 2010. It did not have an
impact on the financial position or performance of the company.
-- IAS 39 Financial Instruments: Recognition and Measurement -
Eligible Hedged Items effective 1 July 2009. The amendment
clarifies that an entity is permitted to designate a portion of the
fair value changes or cash flows variability of a financial
instrument as a hedged item. This also covers the designation of
inflation as a hedged risk or portion in particular situations. The
company has concluded that the amendment will have no impact on the
financial position or performance of the Company, as the Company
has not entered into such hedges.
The following new standards, amendments to standards and
interpretations are mandatory for the rst time for the nancial year
beginning 1 April 2010, but are not currently relevant for the
company:
-- IFRIC 17, 'Distributions of non-cash assets to owners',
effective for annual periods beginning on or after 1 July 2009.
This is not currently applicable to the company, as it has not made
any non-cash distributions.
-- IFRIC 18, 'Transfers of assets from customers', effective for
transfers of assets received on or after 1 July 2009. This is not
relevant to the company, as it has not received any assets from
customers.
Standards, interpretations and amendments to published standards
that are not yet effective
The following new standards, amendments to standards and
interpretations have been issued, but are not effective for the
nancial year beginning 1 January 2011 and have not been early
adopted:
-- IAS 24 (Amendment), 'Related party transactions'. The amended
standard is effective for annual periods beginning on or after 1
January 2011. It clarified definition of a related party to
simplify the identification of such relationships and to eliminate
inconsistencies in its application. The revised standard introduces
a partial exemption of disclosure requirements for
government-related entities. The company does not expect any impact
on its financial position or performance.
-- IFRIC 14 (Amendment), 'Prepayments of a minimum funding
requirement'. The amendment to IFRIC 14 is effective for annual
periods beginning on or after 1 January 2011 with retrospective
application. The amendment provides guidance on assessing the
recoverable amount of a net pension asset. The amendment permits an
entity to treat the prepayment of a minimum funding requirement as
an asset. The amendment is deemed to have no impact on the
financial statements of the company.
1. PRINCIPAL ACCOUNTING POLICIES (continued)
-- IFRS 9, 'Financial instruments: classification and
measurement', as issued reflects the first phase of the IASB work
on the replacement of IAS 39 and applies to classification and
measurement of financial assets as defined in IAS 39. The standard
is effective for annual periods beginning on or after 1 January
2013. In subsequent phases, the IASB will address classification
and measurement of financial liabilities, hedge accounting and
derecognition. The completion of this project is expected in early
2011. The adoption of the first phase of IFRS 9 might have an
effect on the classification and measurement of the company's
assets. At this juncture it is difficult for the company to
comprehend the impact on its financial position and
performance.
-- IFRIC 19, 'Extinguishing financial liabilities with equity
instruments', is effective for annual periods beginning on or after
1 July 2010. The interpretation clarifies that equity instruments
issued to a creditor to extinguish a financial liability qualify as
consideration paid. The equity instruments issued are measured at
their fair value. In case that this cannot be reliably measured,
the instruments are measured at the fair value of the liability
extinguished. Any gain or loss is recognised in profit or loss. The
adoption of this interpretation will have no effect on the
financial statements of the company.
-- Improvements to IFRS (issued in May 2010). The IASB issued
improvement to IFRSs, an omnibus of amendments to its IFRS
standards. The amendments have not been adopted as they become
effective for annual periods on or after 1 January 2011 or 1 July
2010. The amendments listed below, are considered to have a
reasonable possible impact on the company:
- IFRS 3 Business combinations
- IFRS 7 Financial instruments: disclosures
- IAS 1 Presentation of financial statements
- IAS 27 Consolidated and separate financial statements
The company expects no impact from the adoption of the above
amendments on its financial position or performance.
Going concern
The company has changed its investment strategy to investing in
companies involved in mineral exploration and has also successfully
completed couple of fundraisings. The directors confirm that, after
giving due consideration to the financial position and cash flows
of the company they have reasonable expectation that the company
has adequate resources to continue in operational existence of the
foreseeable future. For this reason the company adopted the going
concern basis in preparing the financial statements.
Critical Judgments and Key Sources of Estimation Uncertainty
MeDaVinci makes estimates and assumptions regarding the future.
The resultant budgeted and accounting outcomes will rarely be the
same as the actual results. Estimates and assumptions are evaluated
on an on-going basis and are based on experience and other factors,
including expectations of future events that are perceived as
reasonable based on the circumstances. The following estimates and
assumptions bear a significant inherent risk, which could result in
material adjustments to the carrying amount of assets and
liabilities in the coming year:
(a) Impairment of Financial Assets (Non-current)
Where there are indications of impairment and at least once a
year, MeDaVinci tests financial assets for impairment. The
realisable value of financial assets is determined using generally
accepted valuation techniques, including value-in-use calculations.
These calculations and valuations require the use of estimates.
Based on these tests, possible impairment must be reported.
However, where the actual performance of the underlying activities,
businesses and cash-generating units is substantially worse, actual
impairment losses could be incurred and/or differ from the reported
impairment losses. These impairment losses could have a material
impact on the carrying amount of financial assets.
(b) Carrying Value of Deferred Tax Assets and Deferred Tax
Liabilities
Assumptions play a major role in the determination of deferred
tax assets and deferred tax liabilities. Many uncertain factors can
affect the amount of carry-forward tax losses. MeDaVinci values the
carrying amounts of deferred tax assets relating to carry-forward
tax losses, and the carrying amount of deferred tax liabilities
relating to carry-back tax losses on the basis of its best
estimates. Where actual outcomes differ from the original
estimates, the differences will affect taxes and the income
statement, as well as the deferred tax assets and/or deferred tax
liabilities in the period in which these differences occur.
(c) Determination of Significant Influence
Where the group holds investments in associates the directors
must consider whether a significant influence is held over the
ability for the investee company to operate. This consideration
determines how the investment is accounted for in the financial
statements.
(d) Determination of power to control of investments in Orogen
Limited and Emotion Fitness Mag Kft
The investment in Orogen Limited directly and Emotion Fitness
Mag Kft, through it subsidiary undertaking Emotion Fitness Limited,
both are stated as 49% shareholding in line with a shareholders
agreement that details this holdings respectively. Additionally the
company has an option to acquire an additional 51% and 14.7% in
Orogen Limited and Emotion Fitness Mag Kft respectively. However,
the directors have concluded that they do not have the power to
control both companies due to the terms described in the
shareholders' agreements. Consequently, Orogen Limited and Emotion
Fitness Mag Kft have not been consolidated and have been treated as
investments in the financial statements.
(e) Share-based payments
Share options are valued by management utilising the intrinsic
method of valuation.
2. SEGMENT INFORMATION
The board of directors does not receive management reports that
analyse the performance or financial position of the company by
business segment. The main activity of the company is to invest in
companies involved in mineral exploration and production in Europe
and consequently the only items in the comprehensive income
statement that are attributable to these activities are the income
and expenditure from these investments. All other amounts are
unallocated and relate to the operation of the corporate
headquarters.
From the perspective of the statement of financial position,
such segment assets would include the carrying value of the
investments in associates, loans advanced and the derivatives. All
other assets and liabilities are unallocated and relate to the
corporate activities undertaken.
The company does not have any external revenues.
3. LOSS BEFORE TAXATION
9 months 12 months
to to
31 December 31 March
2010 2010
GBP'000 GBP'000
The following items have been included
in arriving at loss before taxation:
Staff costs (see note 4) 21 20
Services provided by the company's auditors
- Audit fees and expenses - statutory audit 9 24
- Tax compliance 1 2
------------- -----------
4. STAFF COSTS
9 months 12 months
to to
31 December 31 March
2010 2010
GBP'000 GBP'000
Aggregate directors' emoluments 21 20
------------- -----------
There were no employees except for the directors during the
period.
During the year GBP3,333 (March 2010: GBPNil) was paid to J S
Consultancy Limited for the services of a director, a company in
which M Nolan is a director and shareholder. GBP3,333 was
outstanding at the balance sheet date.
GBP17,624 (March 2010: GBP20,000) was paid to Diablo Consulting
Limited and Wilton International Marketing Limited, companies in
which A Reynolds and P Foulger are directors, for the services of
the directors. No amount was outstanding at the balance sheet
date.
G Hirsch and M Hough have received no remuneration during the
period. They have waived their remuneration entitlement.
The directors are considered to be the key management personnel.
Directors' remuneration and fees comprises the whole of the
compensation for these individuals. The directors hold no share
options.
5. RELATED PARTY TRANSACTIONS
During the period GBP267,900 (March 2010: GBP39,250) was paid to
Diablo Consulting Limited and Wilton International Marketing
Limited, companies in which A Reynolds and P Foulger are directors,
for corporate finance, share issue costs and administration
services. GBP26,117 (31 March 2010; GBPNil) was outstanding at the
balance sheet date.
A further GBP21,197 (March 2010: GBP30,109) was paid to Hansard
Communications Limited, a company in which A Reynolds and P Foulger
are directors, for public relation services, disbursements and
related services. The amount outstanding at the balance sheet date
was GBP2,350 (March 2010: GBP4,875).
At the period end GBP200,000 (March 2010 - GBP300,000), as
detailed in note 8, relates to the investment and capital
contribution recoverable from Emotion Fitness Mag Kft through the
company's subsidiary undertaking Emotion Fitness Limited.
Orogen Gold Limited, an associated undertaking, has charged
GBP13,469 (March 2010: GBPNil) for costs relating to share issue.
The amount is outstanding at the year end.
6. TAXATION
There is no UK Corporation tax charge due to tax losses incurred
during the period, subject to agreement with HM Revenue &
Customs. There is a potential deferred tax asset of approximately
GBP1,850,000 (March 2010: GBP1,730,000) relating to the cumulative
tax losses totalling approximately GBP6,590,000 (March 2010:
GBP6,159,000) carried forward. The deferred tax asset is not
provided for as the directors are uncertain when the company will
generate sufficient profits on capital gains for the losses to be
offset against.
The charge per the Statement of Comprehensive Income for the
period can be reconciled to the tax losses as follows:
9 months 12 months
to to
31 December 31 March
2010 2010
GBP'000 GBP'000
Loss before taxation (435) (662)
------------- -----------
Loss on ordinary activities multiplied
by standard rate of corporation tax in
the UK of 28% (March 2010: 28%) (122) (185)
Effects of:
Current tax losses not utilised 122 185
Total taxation - -
------------- -----------
7. LOSS PER SHARE
Basic loss per share is calculated by dividing the loss
attributable to equity shareholders by the weighted average number
of ordinary shares in issue during the period.
9 months 12 months
to to
31 December 31 March
2010 2010
GBP'000 GBP'000
Loss attributable to equity holders of
the company (435) (662)
------------- -----------
Weighted average number of ordinary shares
in issue (thousands) 746,987 389,755
Basic loss per share (pence) (0.1) (0.2)
------------- -----------
The company had no dilutive potential ordinary shares in either
year, which would serve to increase the loss per ordinary share.
Therefore, there is no difference between the loss per ordinary
share and the diluted loss per ordinary share.
8. INVESTMENTS
Investments in subsidiaries and associates At at 31 As at 31
December March
2010 2010
GBP'000 GBP'000
Cost
At 1 April 4,364 4,288
Addition 370 -
Capital contribution made - 76
At 31 March 4,734 4,364
Impairment
At 1 April 4,064 3,546
Impairment during the period 100 518
At 31 March 4,164 4,064
Net book value at 31 March 570 300
---------- ----------
Details of these investments held are as follows:-
No. of Carrying
ordinary % Value Nature of
shares Held GBP'000 Business
Mineral
Orogen Gold exploration
Limited 12,000,000 49% 370 business
Orogen Gold
(Serbia)
Limited* 49 49%
Emotion Fitness Investment
Limited 100 100% - holding company
Emotion Fitness
Mag Kft** 2,700 47% 200 Fitness centres
Key
* - indirectly held through Oregon Gold Limited
** - indirectly held through Emotion Fitness Limited
The above companies are incorporated in the following
jurisdiction:
Country of incorporation:
Orogen Gold Limited Ireland
Orogen Gold (Serbia) Limited Ireland
Emotion Fitness Limited England & Wales
Emotion Fitness Mag Kft** Hungary
On 6 September 2010 the company also completed a 49% acquisition
of Orogen Gold Limited and its subsidiary for a total consideration
of GBP370,000, with an option to acquire the remaining 51% over the
next 12 months. The consideration of GBP370,000 was satisfied by
issue of 62,500 000 ordinary shares at 0.2p each and cash of
GBP245,000.
As the company is not preparing consolidated accounts on grounds
of materiality, it is preparing separate financial statements and
therefore its investment in associates is not accounted for under
the equity method.
The company's subsidiary undertaking, Emotion Fitness Limited
has been dormant throughout the period.
The company has impaired its loan to Emotion Fitness Mag Kft by
GBP100 000. There is no financial information available for Emotion
Fitness Mag Kft.
8. INVESTMENTS (continued)
The audited group financial statements of Orogen Gold Limited as
of 31 December 2010 were as follows:
EUR'000
Sales -
Result for the year (73)
Total assets 288
Total liabilities and obligations 41
Total equity 247
9. TRADE AND OTHER RECEIVABLES
As at 31 As at
31
December March
2010 2010
GBP'000 GBP'000
Other debtors 246 -
---------- ----------
The directors consider that the carrying amount of trade and
other receivables approximates their fair value.
10. CASH AND CASH EQUIVALENTS
As at As at
31 31
December March
2010 2010
GBP'000 GBP'000
Cash at bank and in hand 1,546 160
---------- ----------
11. CALLED UP SHARE CAPITAL
As at
As at 31 31
December March
2010 2010
GBP'000 GBP'000
Authorised
5,000,000,000 Ordinary shares of 0.1 pence
each 5,000 5,000
73,599,817 Deferred shares of 0.9 pence each 662 662
5,662 5,662
---------- ----------
Alloted, called up and fully paid
1,353,661,000 (2010 - 495,140,000) Ordinary
shares of 0.1 pence each 1,354 496
73,599,817 Deferred shares of 0.9 pence each 662 662
---------- ----------
2,016 1,158
---------- ----------
The following ordinary shares have been issued by the
company:
- On 6 September 2010 the company issued 421,021,000 shares of
0.1 pence each. The total cash consideration received amounted to
GBP842,000.
- On 6 September 2010 the company issued 62,500,000 shares of
0.1 pence each. The company issued these shares to satisfy the
purchase price of GBP370,000 to acquire 49% of Oregon Gold
Limited.
- On 3 December 2010 the company issued 375,000,000 shares of
0.1 pence each. The total cash consideration received amounted to
GBP1.5m.
11. CALLED UP SHARE CAPITAL (continued)
On 6 September 2010 the company granted warrants over 5,000,000
Ordinary Shares of 0.1p each to Zeus Capital Limited in respect of
corporate finance advice. The subscription price is 0.2p per
Ordinary Share and the exercise period is five years from the date
of grant.
On 4 December 2010 the company granted warrants over 5,000,000
Ordinary Shares of 0.1p each to XCap Securities Plc in respect of
corporate finance activities. The subscription price is 0.4p per
Ordinary Share and the exercise period is five years from the date
of grant.
Share based expense
Unexercised warrants existed at the year-end as set out above.
These equity instruments were valued using the Black-Scholes
option-pricing model. The assumptions used in the calculations were
as follows:
Zeus XCap
Weighted average share price in pence 0.4 0.46
Exercise price in pence 0.2 0.4
Expected volatility 85% 85%
Expected life in years 1 1
Risk free rate 4.5% 4.5%
Dividend yield 0% 0%
Expected volatility was determined by calculating the volatility
in the share price over a period of 3 years from the date the
equity instruments were granted.
12. TRADE AND OTHER PAYABLES
As at As at
31 31
December March
2010 2010
GBP'000 GBP'000
Trade payables 81 22
Accruals and deferred income 58 52
139 74
---------- ----------
Trade and other payables principally comprise amounts
outstanding for on-going overhead costs. The directors consider
that the carrying amount of trade payables approximately their fair
value.
13. POST BALANCE SHEET EVENTS
As announced on 9 August 2010, the Company entered into the
Investment Agreement pursuant to which it acquired 49 per cent. of
the issued share capital of Orogen Gold Limited ( "Orogen Gold"), a
company formed in April 2010 to explore, appraise and develop one
or more gold deposits in Europe, with an initial focus on the Deli
Jovan Gold Project in Serbia. Under the terms of the Investment
Agreement, the Company had an option to acquire the remaining 51
per cent. of the issued share capital of Orogen Gold within 12
months.
The Board has today announced that the Company has exercised the
Option, subject to shareholder approval at a General Meeting on 4
March 2011, for a consideration of GBP3.0 million satisfied by the
issue of 315,351 636 Ordinary Shares. Orogen Gold will become the
Company's main trading subsidiary and the Company will move from
being an investing company to a holding company whose main
activities (via its subsidiaries) consist of exploring, appraising,
and developing gold deposits in Europe.
Upon completion of the acquisition, John Barry, Edward Slowey
and Alan Mooney, directors of Orogen Gold, will join the Board as
non-executive Chairman, Chief Executive Officer and Finance
Director respectively and the name of the Company will be changed
to Orogen Gold Plc. Adam Reynolds is to remain on the Board as a
non-executive Director and Paul Foulger, Glyn Hirsch and Michael
Hough are to stand down from the Board.
The Company Unapproved Share option Plan was set up in February
2011. Share options, conditional upon Admission, were granted on 16
February 2011 over 240,000,000 Ordinary shares at 0.95p per share,
which vest as to 50 per cent. on the first anniversary and the
balance on the second anniversary on the satisfaction of certain
performance conditions.
14. CONTROLLING PARTY
There is no controlling party in the issued share capital of the
company.
15. ANNUAL REPORT AND ANNUAL GENERAL MEETING
In accordance with Rules 20 and 26 of the AIM Rules for
Companies, the Annual Report for the nine months ended 31 December
2010 and notice of annual general meeting have been sent to
shareholders today and will be available for download from the
Company's website. The Company's annual general meeting will be
held at 4 Park Place, London SW1A 1LP on 11 March 2011 at 11:00
a.m.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR DDGDDXBBBGBU
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