Afriag Global Regulatory News (AFRI)

For immediate release 24 April 2013

3D Resources plc

("3DR" or "the Company")

Annual results for the 18 month period ended 31 December 2012

3D Resources plc (AIM: 3DR), the AIM listed investing company, is pleased to announce its audited results for the 18 month period ended 31 December 2012.

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Chairman's report

Background

This has been a period of considerable change for the Group. Despite having developed what the previous Board believed to be a world class product for the early detection of hidden dental caries, CarieScan, the Group's previously wholly owned subsidiary, was unable to achieve any meaningful level of product sales. It also became apparent to the previous Board that in the current market environment it would be extremely difficult to raise additional working capital for the Company. Against this background the previous Board no longer felt able to justify the continued costs associated with the admission of the Company's ordinary shares to trading on AIM.

The previous Board's intention had been to seek shareholders' approval to cancel the Company's admission to trading on AIM, as announced in August 2012. However following the investigation of various alternative options with the potential to deliver greater value to shareholders, the Board resolved to pursue an alternative strategy.

In October 2012, following the approval of the Company's shareholders at an extraordinary general meeting, the Board introduced new investors to the Company, hived down all of its assets and liabilities, together with £100,000 of cash introduced by the new investors, to its wholly owned subsidiary, CarieScan, then transferred CarieScan to a newly formed private company, 3D Diagnostic Imaging Limited, for a nominal consideration and gifted the shares in this new company to the Company's existing shareholders. As a consequence the Company's existing shareholders at the time ended up holding an identical number of shares in the AIM listed company and in 3D Diagnostic Imaging Limited, the newly formed private company.

Also as part of the transaction Donald Strang and Hamish Harris joined the Board and David Snow and Graham Lay stepped down from the Board. Oliver Cooke remained on the Board as a non- executive director. At the same time the Company's name was changed from 3D Diagnostic Imaging plc to 3D Resources plc and an investing policy was adopted to focus on potential investments in the natural resources sector as outlined below.

On 11 October 2012 the Company changed its accounting reference date from 30 June to 31 December.

Since that date the Company has raised an additional £200,000 of working capital through a placing of 200 million shares at 0.1 pence per share. New investors also received warrants to subscribe for a further 200 million shares at a price of 0.1 pence per share.

Investing Policy

On 24 October 2012 the Company adopted the following investing policy:

The Directors intend initially to seek to acquire a direct and/or an indirect interest in projects and assets in the oil and gas sector, however they will consider opportunities in the wider natural resources sector as well as opportunities that may arise in other sectors. The Company will focus on opportunities in Europe, Africa and the Middle East but will consider possible opportunities anywhere in the world.

The Company may invest by way of purchasing quoted shares in appropriate companies, outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question. The Company will not have a separate investment manager.

The Company may be both an active and a passive investor depending on the nature of the individual investments. Although the Company intends to be a medium to long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held and therefore shorter term disposal of any investments cannot be ruled out. There will be 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 in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. The Company will carry out an appropriate due diligence exercise on all potential investments and, where appropriate, with professional advisers assisting as required. The Board's principal focus will be on achieving capital growth for Shareholders. Investments may be in all types of assets and there will be no investment restrictions.

The Company will require additional funding as investments are made and new opportunities arise. The Directors may offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash resources for working capital. 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.

On 26 March 2013 the Company announced that it was convening an extraordinary general meeting to consider amendments to the above investing policy so as to focus the investing policy on investments in businesses involved in agriculture generally and the production, processing, logistics and distribution of agricultural produce. The adoption of the Company's new investing policy remains subject to approval by shareholders of the Company at an extraordinary general meeting to be held at 11:30am on 24 April 2013. As announced on 26 March 2013 it is proposed that David Lenigas be appointed as Executive Chairman of the Company, conditional on the new investing policy being approved by shareholders.

Results for the period

Operating loss for the 18 month period to 31 December 2012 amounted to £4,775,000 (12 months to 30 June 2011: £272,000 operating loss).

Cash at 31 December 2012 amounted to £172,000 (30 June 2011: £428,000).

Outlook

The current Board considers that adoption of the new Investing Policy is in the best interests of the Company and its Shareholders as a whole. The Board acknowledges this exciting period for the Company as it proceeds to change its investment strategy and commence evaluating new investment opportunities as they arise.

The Board would like to take this opportunity to thank our shareholders for their continued support. I look forward to reporting further progress over the next period and beyond.

Donald Strang

Chairman

Income statement for the 18 month period to 31 December 2012

All figures above are derived from continuing operations.

There is no difference between the results stated above and their historical cost equivalents.

The accompanying accounting policies and notes form part of the financial statements.

Statement of financial position at 31 December 2012

The accounts of 3D Resources plc (registered number 002845V) were approved by the Board of Directors and authorised for issue on 23 April 2013.

Statement of changes in equity for the period to 31 December 2012

The accompanying accounting policies and notes form part of the financial statements.

Cash flow statement for the period ended 31 December 2012

Notes to the Financial Statements

1 General information

The financial information contained within the results statement has been extracted without adjustment from the final accounts for the period. The accounting policies adopted in the final accounts are consistent with those used in the last published annual financial statements. The 2011 statutory accounts have been filed with the Registrar of Companies.

The Company anticipates posting its accounts for the 18 months to 31 December 2012 to shareholders shortly, along with the notice of annual general meeting.

3D Resources plc is a company incorporated in the Isle of Man under the Companies Act 2006.

These accounts have been prepared in Sterling because that is the currency of the primary economic environment in which the Company operates.

Adoption of new and revised standards

These accounts have been prepared in accordance with International Financial Reporting Standards (IFRSs).

At the date of approval of these accounts, the following Standards and Interpretations, which have not been applied in these accounts, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

IFRS 9 Financial Instruments (effective 1 January 2013)

IFRS 10 Consolidated Financial Statements (effective 1 January 2013)

IFRS 11 Joint Arrangement (effective 1 January 2013)

IFRS 12 Disclosure of Interests in Other Entities (effective 1 January 2013)

IFRS 13 Fair Value Measurement (effective 1 January 2013)

IAS 19 Employee Benefits (Revised June 2012) (effective 1 January 2013)

IAS 27 (Revised). Separate Financial Statements (effective 1 January 2013)

IAS 28 (Revised). Investments in Associates and Joint Ventures (effective 1 January 2013)

The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the accounts of the Company.

2 Significant accounting policies

Basis of preparation

The accounts have been prepared in accordance with International Financial Reporting Standards (IFRSs) adopted for the use in the European Union.

The accounts have been prepared under the historical cost convention. The principal accounting policies are set out below.

Going concern

Notwithstanding the loss incurred during the period under review, the Directors are of the opinion that ongoing evaluations of the Company's interests and cash resources, indicate that preparation of the Company's accounts on a going concern basis is appropriate.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts from the sales of goods provided in the normal course of business, net of value added tax and discounts, and is recognised when the significant risks and rewards of ownership of the product have been transferred to a third party. In the case of sale or return transactions, revenue is only recognised when, and only to the level that, risks and rewards are transferred.

Revenue

Revenue is the invoiced value of goods and services supplied and excludes VAT and other sales based taxes.

Impairment of tangible and intangible assets

At each balance sheet date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, a formal impairment test based on a discounted cash flow approach is performed and the recoverable amount of the asset is estimated in order to quantify any impairment loss. Any impairment loss is recognised as an expense immediately.

Financial instruments

Financial assets and financial liabilities are recognised on the Company's balance sheet when the Company becomes a party to the contractual provisions of the instrument.

The Company's activities give rise to some exposure to the financial risks of changes in interest rates and foreign currency exchange rates. The Company has no borrowings and is principally funded by equity, maintaining all its funds in bank accounts. The Company does not use derivative financial instruments for speculative purposes.

Financial assets

Financial assets are classified into the following specified categories; financial assets "at fair value through profit or loss" (FVTPL), "held to maturity" investments, "available for sale" (AFS) financial assets and "loans and receivables". The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Cash

Cash includes cash in hand, deposits held at call with banks, and bank overdrafts. Bank overdrafts are shown within current liabilities on the balance sheet.

Financial liabilities

Trade payables

Trade payables are non-interest-bearing and are initially measured at fair value and thereafter at amortised cost using the effective interest rate.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the period. Taxable profit differs from the net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Provisions

Provisions are recognised when the Company has a present obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation.

Share based payments

The Company issues equity-settled share based benefits to employees. All equity-settled share-based payments are ultimately recognised as an expense in profit or loss with a corresponding credit to reserves.

Share-based payments relating to the subsidiary company increase the carrying value of the investment in the subsidiary and are included in the loss on disposal of the subsidiary.

If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting.

Upon exercise of share options the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate share premium.

4 Loss per share

IAS 33 "Earnings per share" requires presentation of diluted earnings / (loss) per share when a company could be called upon to issue shares that would decrease profit or increase loss per share. For a loss making company with outstanding share options, loss per share would only be increased by the exercise of out of money options. Since it seems inappropriate to assume that option holders would exercise out of money options, no adjustment has been made to calculate the diluted loss per share on out of money share options.

Basic and diluted loss per share are calculated on the loss of the company attributable to equity holders of the parent of £4,774,584 (Year Ended 31 December 2011 - £271,534) and on 820,974,824 (31 December 2011 - 170,474,824) ordinary shares in issue.

5 Share capital

6 Notes to the company cash flow statement

7 Share based payments

*40,800,000 of the options were granted, on 7 December 2012, to directors of the Company with the balance of 41,200,000 options being granted to advisers and consultants in December 2012.