TIDMNBR
RNS Number : 8424M
Namibian Resources PLC
30 August 2013
30 August 2013
NAMIBIAN RESOURCES PLC
RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2013
Namibian Resources plc ("the Company") is pleased to present its
results for the year ended 28 February 2013. A copy of the annual
report and accounts has been posted to shareholders today and will
also be available on the Company's website,
http://www.namibianresources.com/
Together with the annual report and accounts, the Company is
posting to shareholders a notice of its annual general meeting
which will take place at 11.00am on Friday 27 September 2013 at
Craven House, West Street, Farnham, Surrey, GU9 7EN.
Enquiries:
Brian Moritz, Tel: 01252 733683
Director, Namibian Resources Plc
Colin Aaronson/Jen Clarke Tel: 0207 383 5100
Grant Thornton UK LLP, Nominated Adviser
CHAIRMAN'S STATEMENT
Since my last statement the Company has made substantial strides
forward towards the Board's objective of expanding our diamond
mining operations, and commencing other mining activities in
Southern Africa.
Operations and Financial Results
Production at the Company's Sonnberg diamond mine during the
year was disappointing due to operational difficulties. In
particular the mobile plant needs refurbishment and upgrading to
achieve acceptable levels of production of diamonds. The position
has been exacerbated by the fact that the new contract with Namdeb
Diamond Corporation (Pty) Limited ("Namdeb"), under which the
Company operates, remains unsigned, making fund raising for plant
upgrading impossible. As a result the Board decided to seek new
opportunities for expanding into other geographical areas and
materials, culminating in the signature of the management agreement
described below.
During the year the Group reports a loss from operating
activities, before and after tax, of GBP1,318,332 (2012:
GBP330,243). After adjusting for exchange differences, the total
comprehensive expense for the year was GBP1,515,804 (2012:
GBP506,251). Given the delay in renewing the Namdeb contract and
the change in emphasis of the business we considered it prudent to
write down the value of the mining rights and plant in Namibia, and
this has resulted in an impairment charge of GBP1,009,722. Plant is
now included at estimated realisable value, but it should be
stressed that there is no intention to dispose of the plant.
The Directors have continued to provide finance to the Company
by way of loans.
Management Agreement
On 9 May 2013, the Company signed a management agreement with
Southern Goshawk Resources (Pty) Limited ("SG"), the natural
resources arm of the J&J Group, a South African based
investment holding and management. Under this agreement SG will
manage all the Company's mining assets in Southern Africa.
Initially these assets comprise the Sonnberg diamond mine in
Namibia, where SG will seek to finalise negotiations on a new
contract with Namdeb, which holds the mining right, and evaluate
the steps required to expand production at Sonnberg to a level
where it will generate profits on a sustainable basis.
Under the terms of the management agreement, SG will be entitled
to a success based incentive being 20% of the increase in value of
such mineral assets, to be settled in shares in the Company. The
success based incentive will be paid annually, with a clawback
mechanism designed to ensure that the incentive amounts to 20% of
the increase in the value of the mineral assets over the term of
the agreement. In addition, the Company will be responsible for
paying SG's expenses in managing the Company's business, and any
costs incurred in acquiring assets. It is intended that these costs
and expenses be settled through the issue of shares in the
Company.
The management agreement also envisages that the Company will
acquire, from SG, a subsidiary of SG which holds all the existing
mining and exploration rights of SG, initially in coal and copper
("the Acquisition"). The consideration for the Acquisition will be
the issue of 29.9% of the share capital of the Company at the time
of such acquisition, as enlarged by the capitalisation of
outstanding loans to the Company by its existing Directors. The
share price for the purposes of this transaction was agreed at
3.9412 pence per share, being the volume-weighted average price of
the Company's ordinary shares for the 30 days ended 28 February
2013. The Acquisition is intended to be completed as soon as
permission is received from the South African regulatory
authorities, which permission is expected to be received
shortly.
In the meantime the new Directors have been active in expanding
the assets to be acquired from SG. They have commenced the
management of a coal mining operation in Mpumalanga, South Africa,
and are negotiating for other coal and copper mining projects, as
well as for project finance to bring such opportunities to
fruition. In addition they are actively negotiating with Namdeb for
expanded rights in Namibia.
New Directors
I was pleased to welcome Michael Solomon and David Johnson to
the Board as executive directors with effect from 9 May 2013.
Michael Solomon (aged 60) has 34 years professional experience
as a practicing mining engineer within the mining industry in many
commodities including gold, platinum, diamonds and base metals as a
mining engineer and mine manager, as well as some 15 years in the
consulting engineering environment. He also sits on the World
Economic Forum Global Agenda Council for Mining and Metals and the
United Nations Economic Commission on Africa Expert Group on
Beneficiation.
David Johnson (aged 50) has a banking and investing background
having both project and corporate finance experience with HSBC,
ABSA Bank, and Decorum Capital Partners, the managers of the New
Africa Mining Fund. Currently he is responsible for all investment
activities of the J&J Group, being its Chief Investment
Officer.
On the same date, Oliver Plummer resigned as the Company's
finance director. External arrangements have been made for control
of the Company's finances, which will be overseen by another
Director, Brian Moritz. I would like to thank Oliver for his work
for the Company over a number of years.
Nominated Adviser
Grant Thornton UK LLP was appointed as the Company's Nominated
Adviser with effect from 9 May 2013, replacing Beaumont Cornish,
whom I would also like to thank for their efforts on behalf of the
Company.
Future Prospects
The delay in completing the Acquisition has been disappointing,
but approval from the South African authorities is expected in the
near future. With a strengthened Board and expanded activities, I
am able to look forward to the future with a significantly greater
degree of confidence than I was able to do last year.
Lord Sheppard of Didgemere
(Chairman)
30 August 2013
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2013
Notes 2013 2012
GBP GBP
Continuing operations
Revenue 57,046 13,629
Cost of sales (131,772) (66,354)
------------ ----------
Gross loss (74,726) (52,725)
Administrative expenses (1,243,433) (277,518)
------------ ----------
Loss from operating activities (1,318,159) (330,243)
Finance (173) -
costs
------------ ----------
Loss before tax (1,318,332) (330,243)
Taxation - -
------------ ----------
Loss for the year from operating
activities (1,318,332) (330,243)
Exchange translation on foreign operations (197,472) (176,008)
Total comprehensive expense for the
year (1,515,804) (506,251)
============ ==========
Loss per ordinary share (pence)
Basic and diluted (2.13) (0.65)
============ ==========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 28 FEBRUARY 2013
2013 2012
GBP'000 GBP'000
Non-current assets
Property, plant and equipment 437,124 1,028,789
Intangible assets 200,000 900,333
637,124 1,929,122
------------ ------------
Current assets
Inventories 2,030 4,378
Trade and other receivables 55,060 53,745
Cash and cash equivalents 4,307 15,301
------------ ------------
61,397 73,424
------------ ------------
Total assets 698,521 2,002,546
============ ============
Equity
Share capital 4,211,235 4,211,235
Share premium 1,027,317 1,027,317
Currency translation reserve 306,355 503,827
Retained deficit (5,356,823) (4,038,491)
------------ ------------
188,084 1,703,888
Current liabilities
Trade and other payables 510,437 298,658
------------ ------------
510,437 298,658
------------ ------------
Total equity and liabilities 698,521 2,002,546
============ ============
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2013
Currency
Share Share translation Retained
capital premium reserve deficit Total
GBP GBP GBP GBP GBP
Balance at 28
February
2011 4,036,050 589,355 679,835 (3,708,248) 1,596,992
Loss for the
financial
year - - - (330,243) (330,243)
Foreign exchange
difference - - (176,008) - (176,008)
---------- ---------- ----------- ------------ ------------
Total comprehensive
expense
for the year - - (176,008) (330,243) (506,251)
Issue of ordinary
shares 175,185 437,962 - - 613,147
Balance at 28
February
2012 4,211,235 1,027,317 503,827 (4,038,491) 1,703,888
========== ========== =========== ============ ============
Loss for the
financial
year - - - (1,318,332) (1,318,332)
Foreign exchange
difference - - (197,472) - (197,472)
---------- ---------- ----------- ------------ ------------
Total comprehensive
expense
for the year - - (197,472) (1,318,332) (1,515,804)
Balance at 28
February
2013 4,211,235 1,027,317 306,355 (5,356,823) 188,084
========== ========== =========== ============ ============
The currency translation reserve comprises all foreign currency
differences arising from the translation of the financial
statements of the foreign operation.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2013
2013 2012
GBP GBP
Cash flows from operating
activities
Loss for the year (1,318,332) (330,243)
Adjustments for:
Depreciation 35,178 17,568
Amortisation of intangible
assets 53,891 71,110
Impairment of non-current 1,009,722 -
assets
Foreign exchange differences - (38,793)
Finance costs 173 -
(219,368) (280,358)
Changes in:
- inventories 2,007 4,885
- trade and other receivables (7,106) (4,199)
- trade and other payables 213,661 (328,763)
----------
Cash used in operating activities (10,806) (608,435)
------------ ----------
Cash flows from investing
activities
Interest paid (173) -
Net cash used in investing (173) -
activities
------------ ----------
Cash flows from financing
activities
Proceeds from issue of share
capital - 613,147
Net cash flows from financing
activities - 613,147
------------ ----------
Net (decrease)/ increase in
cash and cash equivalents (10,979) 4,712
Cash and cash equivalents at beginning
of year 15,301 10,589
Effect of exchange rate fluctuations (15) -
on cash held
Cash and cash equivalents at 28
February 4,307 15,301
============ ==========
NOTES
1 General information
The financial information set out above does not comprise
statutory accounts for the purposes of Section 434 of Companies Act
2006.
2 Basis of preparation
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards
('IFRS') as issued by the International Accounting Standards Board
('IASB') and as adopted by the European Union.
3 Going concern
After making enquiries, the Directors have formed a judgement
that, as at the date of approving the financial statements, there
is a reasonable expectation that the Group and the Company have
adequate resources to continue in operational existence for the
foreseeable future. For this reason, the Directors have adopted the
going concern basis in preparing the accounts. In forming this
judgement the Directors have taken account of there being no
outstanding liabilities other than in the normal course of
business. There are no borrowings other than from the Directors,
who have continued to provide loans for working capital. The
Company will seek additional finance to expand its operations
following the acquisition of the natural resources assets of SG.
The Directors believe that the Company and the Group will trade
profitably in the foreseeable future and will be able to meet
liabilities as they fall due. Namdeb has offered a new contract for
a further five years
from 30 April 2012. However, at the date of signing these
accounts the final contract remains with Namdeb's legal
department
awaiting release for signature. Meanwhile, Namdeb has allowed
the Group to continue mining and this has been the position
since 30 April 2012.
4 Loss per share
The calculation of loss per share at 28 February 2013 is based
on the loss for the year from operating activities attributable to
ordinary shareholders of GBP1,318,332 (2012: GBP330,243), and a
weighted average number of ordinary shares in issue of 61,821,352
(2012: 50,142,352).
Basic and diluted loss per share is the same in both periods as
the options that were in issue up to 9 January 2013 were
antidilutive due to losses.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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