Adm Energy Regulatory News (ADME)

Pan Pacific Aggregates plc

("PPA" or "the Company")

Final Results for the year ended 31 December 2011,

Notice of AGM

And

Proposed Change of Name

Pan Pacific Aggregates plc (AIM:PPA), the British Columbia based aggregates company, is pleased to announce its Final Results for the year ended 31 December 2011.

Financial Highlights

·; Revenue up 42% to £1.01 million (2010: £0.71 million)

·; Loss Before Tax reduced to £2.02 million (2010: loss of £3.97 million)

·; Basic and diluted loss per share reduced to 0.06p (2010: 0.20p loss)

·; Cash used in operations in the period was £1.02 million (2010: £1.53 million)

·; Net Debt of £1.13 million (2010: £0.98 million)

Operational Highlights

·; Extended working hours permitted at Quadling Quarry

·; Major supply contract win, supplying 100,000 tonnes of aggregate to customer over a six month period

·; £1,530,555 million equity placement in July 2011 at 0.1 pence per share

·; Continuing evaluation of potential acquisitions and complementary projects

Post Reporting Date Events

·; Appointment of Lynda Chase-Gardener as Executive Chairman

·; Appointment of Nicholas Lee as Non Executive Director

·; Appointment of Euan McAlpine as Company Secretary

·; Completion of the relocation of the BC Hydro Cable allowing access to further reserves at Quadling Quarry

·; Share consolidation of 100 existing ordinary shares into one ordinary share

·; Successful refinancing of the Company providing further financial stability, including:

o £0.84 million placement at 2.5 pence per share

o Arrangement of a Standby Equity Distribution Agreement

o Remortgaging of Quadling Quarry at a lower interest rate of 11.5%

Notice of AGM

Notice is hereby given that the Annual General Meeting ("AGM") of Pan Pacific Aggregates plc will be held at 44 Southampton Buildings, London WC2A 1AP at 10.00 a.m. on 23 July 2012.

Proposed Change of Name

Following the recent changes to the Board and management of the Company and to reflect the renewed prospets of the Company, the Board propose that the name of the Company is changed to Astar Minerals plc. A special resolution to approve the change of name will be proposed at the AGM. If approved by Shareholders at the AGM, it is expected that the proposed change of name will become effective thereafter. The Company will not be issuing replacement share certificates in the new name. Existing share certificates will remain valid upon the change of name becoming effective.

Lynda Chase-Gardener, Executive Chairman, commented; "The period ending 31 December 2011 has been a difficult one for PPA. It has also been a period of substantial change and improvement. We hope to continue these improvements throughout all aspects of the Company and look forward to implementing our growth strategy."

For further information please visit the Company's website (www.panagg.com) or contact:

Notes to Editor

Pan Pacific Aggregates opened Quadling Quarry in the spring of 2010. The Quarry is located adjacent to Highway 1, close to the cities of Abbotsford and Chilliwack, in the Fraser Valley Regional District of British Columbia, Canada.

The Quarry produces a wide range of quality crushed rock meeting MMCD specifications. It supplies crushed aggregate materials to local contractors, developers, the agricultural industry and private home owners throughout the Lower Mainland and Greater Vancouver Area.

The results are extracted from the Company's audited Annual Report and Financial Statements. Copies of the Annual Report have been posted to shareholders and are available on the Company website at www.panagg.com and from the Company's registered offices at 44 Southampton Buildings, London, WC2A 1AP, UK.

Chairman's Statement

I am very pleased to bring you my first Chairman's Statement since becoming Executive Chairman of Pan Pacific Aggregates in January 2012. Since then, your Board has been making significant efforts to improve both the operations of PPA and the communication with our shareholders.

In April, we published the first PPA Bulletin, our new look shareholder newsletter. In our bulletin we hope to detail Company activities and events and are currently in the process of creating the second edition.

I have recently completed my third visit to our sites in British Columbia and feel that I am now completely familiarized with the business. We now look forward to the continual improvement and growth of PPA for our shareholders.

Full Year ended 31 December 2011

The focus of management during 2011 was the financial restructuring of PPA to position the Company to recommence operations at our existing quarry and provide the base for future expansion.

After encouraging progress in 2010, PPA entered 2011 with a suspension of shares on 17 January following the announcement that PPA was in discussions regarding a potential transaction which, if completed, would constitute a Reverse Takeover under the AIM rules. The Company was therefore unable to give more detail to our shareholders until either we published an AIM Admission Document or terminated discussions. This transaction would have transformed the Company and immediately propelled it into a position to achieve PPA's long term strategy.

Due to circumstances beyond the Company's control, the takeover could not be completed. Principally as a result of the professional costs incurred, the Company entered into a Company Voluntary Arrangement ("CVA") and agreed an overall payment arrangement with its creditors. The CVA was approved by shareholders and creditors on 7 June 2011.

PPA undertook an equity placement in July 2011 raising £1.5 million (before expenses) which put the Company in a strong position to continue its strategy in the Fraser Valley. £250,000 was paid into the CVA, leaving £250,000 outstanding, due for repayment before 7 December 2012.

Quadling Quarry

An open day was held at Quadling Quarry ("Quadling") on 17 September 2011. The event was well attended and demonstrated PPA's achievements throughout 2011. The City of Abbotsford also renewed the Company's Soil Removal Permit for 2012.

The completion of the move of the BC Hydro Cable has allowed access to further reserves at Quadling and its remortgaging has provided further financial stability.

Other projects

The Company continues to evaluate potential projects. PPA continued negotiations with the District of Mission with regards to Shaw Pit and the terms for operating the project during the year.

At Caren Ridge on the Sechelt peninsular, the Company has progressed the required permissions with the submission of the final working plan for a small scale operation on the existing permitted area. Discussions with the Province, First Nations and the Local Authorities to finalise this approval are ongoing.

As previously announced, PPA is seeking other development opportunities to increase our presence in the Lower Mainland.

Quadling performed well during the year. As reported on 29 September 2011, the quarry had a strong first half. Q3 proved to be as strong as the summer months, with a reduction in production costs through being able to access better quality rock. PPA also announced a major supply contract win in September 2011. Despite changes in client requirements and planning consents, the order was completed in line with expectations.

The results for the year reflect the growth of a customer base and sales at Quadling while nearing completion of the development work.

Revenue for the year was £1,012,000 (2010: £714,000) and the loss before tax was £2,015,000 (2010: loss of £3,974,000).

The basic and diluted loss per share was 0.06p (2010: 0.2p loss).

Cash used in operations in the period was £1,017,000 (2010: £1,543,000).

Total capital and reserves attributable to equity shareholders of PPA at the year end were £3,659,000 (2010: £4,035,000).

During 2011, PPA raised £1,553,555 at an average price of 0.1p before costs (2010: £1,400,000 at a price of 0.2p per share) during very difficult market conditions. The proceeds were used for working capital purposes and to contribute £250,000 to the Supervisor of the Company's Voluntary Arrangement for professional advisor and creditor claims due thereunder.

Finance costs were £205,000, up by 26% from £163,000 in 2010. This was mainly due to financing costs on plant and equipment at Quadling and a refinancing fee on the mortgage. During the year £204,000 of interest payable was incurred to service the mortgage and loan debt in relation to Quadling.

Since the year end, on 19 April 2012, the Company announced that it had remortgaged Quadling on more favourable terms.

The Directors have reviewed the going concern of the Group and consider that the Group and Company can continue as a going concern for a period of twelve months from the date of signing and accordingly the financial statements have been prepared on the going concern basis. The going concern status of the Group and the Company is fully reliant on our ability to raise capital through the Standby Equity Distribution Agreement (SEDA) arrangement entered into with YA Global Master SPV Ltd on 3 February 2012.

YA Global Master SPV Ltd, an investment fund managed by Yorkville Advisors LLC, has agreed to subscribe in tranches for up to a maximum of £2 million of the Company's ordinary shares. This arrangement provides enhanced access to capital to assist in funding the development of the Group's business, ongoing working capital requirements and amounts still outstanding and to be paid to the Supervisor of the CVA.

Ordinary Shares issued under the SEDA will be priced at 95 per cent of the lowest of the daily volume weighted average prices (VWAP) during the ten day pricing period following a draw down request. The draw down is subject to certain restrictions, including marketability, which may limit the total amount available under the SEDA. The amount of each Advance cannot exceed, inter alia, an amount equal to 200 per cent. of the average daily trading volume of the Ordinary Shares multiplied by the VWAP on AIM for the ten trading days prior to the draw down request.

The Board does not recommend the payment of a dividend at this stage (2010: £Nil)

On 10 January 2012, I became Executive Chairman of the Company and Euan McAlpine, Executive Director. William Voaden and David Shaw resigned from the Board.

On the 20 March 2012, PPA appointed Nicholas Lee as Non-Executive Director of the Company. Nicholas has a wealth of investment banking and mining experience which will enable him to make a significant contribution to the strategic development of the business.

On 9 May 2012, Thomas Masney resigned from the Board and as Company Secretary. Euan McAlpine was appointed Company Secretary on the 9 May 2012.

On 6 January 2012, PPA announced it was considering a share consolidation and financing facility to provide additional facilities for the Group.

At a General Meeting of shareholders held on 26 January 2012, the shareholders approved a share capital reorganisation and 100 Existing Ordinary Shares were consolidated into one ordinary share commencing on the 27 January 2012. As a result of the implementation of the share capital reorganisation and the Admission of the new Ordinary Shares, the Company had 39,045,248 Ordinary Shares of 0.1pence each in issue, each carrying one vote per Ordinary Share.

On the 3 February 2012 the Company entered into a Standby Equity Distribution Agreement.

On 13 March 2012 the Company placed 33,610,000 new Ordinary Shares of 0.1p each at 2.5p per share.

In April 2012, PPA announced the completion of the BC Hydro cable diversion at the Quadling Quarry. The power cable to the 911 emergency cable was moved to the west end of the quarry where reserves have previously been worked out, this allows the Company access to new aggregate material at the eastern end of the quarry. 

On 19 April 2012 Pan Pacific Quadling Quarry Ltd. remortgaged the Quadling Quarry property at a lower rate of interest of 11.5% and for the same principal amount.

In addition to the above, please refer to the Board changes section for further post reporting date events.

I would like to thank all our employees for their continuing dedication to serving the Group and its customers effectively. I am confident that in the more challenging times I see ahead they will respond and outperform accordingly.

Pan Pacific's strategy for growth lies in three key areas, namely to:

1. increase the size of the Group's aggregate resource;

2. deliver the Group's products to customers within the western seaboard of Canada; and

3. develop strategic alliances with large volume consumers of construction and industrial aggregates.

Management's overall strategy is to expand the Group in existing markets and carefully increase the size of our operations organically. The year ending 31 December 2011 has been a difficult one for PPA. It has also been a period of substantial change and improvement.

We will continue these improvements throughout all aspects of the Company and look forward to working hard towards our strategy for growth.

Lynda Chase-Gardener

Executive Chairman

All amounts relate to continuing activities.

Consolidated statement of financial position

at 31 December 2011

Consolidated statement of cash flows

for the year ended 31 December 2011

NOTES TO THE FINANCIAL INFORMATION

1. Basis of preparation

The financial statements of the Group for the twelve months ended 31 December 2011 have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively "IFRS") issued by the International Accounting Standards Board ("IASB") as adopted by European Union.

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2011 or 2010 but is derived from those accounts. Statutory accounts for 2010 have been delivered to the registrar of companies, and those for 2011 will be delivered to Companies House within the statutory filing deadline. The auditors have reported on those accounts and their report was unqualified. Their report for the year ended 31 December 2010 was (i) unqualified but did include a reference to matters to which the auditors drew attention by way of emphasis without qualifying their report and (ii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The Directors have reviewed the going concern of the Group and consider that the Group and Company can continue as a going concern for a period of twelve months from the date of signing and accordingly the financial statements have been prepared on the going concern basis. The going concern status of the Group and the Company is fully reliant on their ability to raise capital through the Standby Equity Distribution Agreement (SEDA) arrangement entered into on 3 February 2012.

The SEDA arrangement allows for funds to be subscribed in tranches for up to a maximum of £2 million of the Company's ordinary shares. This arrangement provides the Group with access to capital to assist in funding the development of the Group's business, ongoing working capital requirements and amounts still outstanding and to be paid to the Supervisor of the CVA. Ordinary Shares issued under the SEDA will be priced at 95 per cent of the lowest of the daily volume weighted average prices (VWAP) during the ten day pricing period following a draw down request. The draw down is subject to certain restrictions, including marketability, which may limit the total amount available under the SEDA. The amount of each Advance cannot exceed, inter alia, an amount equal to 200 per cent. of the average daily trading volume of the Ordinary Shares multiplied by the VWAP on AIM for the ten trading days prior to the draw down request.

This announcement does not constitute the Group's annual report and statutory accounts.

The final results were approved by the Board of Directors on 28 June 2012.

2. Loss per share

Loss per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of equity shares in issue for the year was 2,990,857,954 (2010 - 1,973,296,310) and the loss for the Group for the year was £2,015,000 (2010 - £3,974,000). The weighted average loss per share during 2011 was 0.06p (2010: loss per share 0.2 pence). The total number of potentially dilutive warrants and options was calculated to be 3,153,594,851. After taking into account the effect of these dilutive warrants and options there was no difference between the reported profit per share and the dilutive profit per share. Hence no additional diluted profit per share information has been provided.

3. AIM compliance committee

In accordance with AIM Rule 31 the Company is required to have in place sufficient procedures, resources and controls to enable its compliance with the AIM Rules; seek advice from its nominated adviser ("Nomad") regarding its compliance with the AIM Rules whenever appropriate and take that advice into account; provide the Company's Nomad with any information it requests in order for the Nomad to carry out its responsibilities under the AIM Rules for Companies and the AIM Rules for Nominated Advisers; ensure that each of the Company's directors accepts full responsibility, collectively and individually, for compliance with the AIM Rules; and ensure that each director discloses without delay all information which the Company needs in order to comply with AIM Rule 17 (Disclosure of Miscellaneous Information) insofar as that information is known to the director or could with reasonable diligence be ascertained by the director.

In order to ensure that these obligations are being discharged, the Board has established a committee of the Board (the "AIM Committee"), chaired by Lynda Chase-Gardener, Executive Chairman of the Company.

4. Distribution of the Annual Report

A copy of the Annual Report and Financial Statements has been sent to all shareholders today. Further copies will be available to the public from the Company Secretary at the Company's registered address at 44 Southampton Buildings, London, WC2A 1AP or from the Company's website, www.panagg.com.