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Final Results and Notice of AGM

30 May 2014 07:00

RNS Number : 3958I
Alecto Minerals PLC
30 May 2014
 



Alecto Minerals plc / EPIC: ALO / Market: AIM / Sector: Exploration & Development

30 May 2014

Alecto Minerals plc ('Alecto' or the 'Company')

Final Results for the Year Ended 31 December 2013

Notice of AGM

 

Alecto Minerals plc (AIM: ALO), the AIM quoted mineral exploration company focussed on West and East Africa, is pleased to announce its audited final results for the year ended 31 December 2013. In addition the Company's Annual General Meeting will be held at the Washington Mayfair Hotel, 5 Curzon Street, London W1J 5HE on 24 June 2014 at 11:00 a.m. The Company's Annual Report and Accounts will be posted to shareholders shortly and will be available to view and download on the Company's website at www.alectominerals.com.

 

Highlights:

· Acquisition of the Kossanto Gold Project in western Mali ('the Kossanto Project') and associated regional projects, located in a proven gold hosting region

· Implementation of resource upgrade drilling programme for the Kossanto Project, resulting in an approximate 80% increase in the pre-existing JORC Code compliant inferred resource estimate to 193,000 ounces of gold ('Au') across two target areas

o Further rotary air blast ('RAB') drilling ongoing at Gourbassi target

· New gold discoveries at multiple areas across the Massakama target, in the western part of the Kossanto Project licence area - sampling results from mineralised quartz veins up to 31.5 g/t Au indicate a strong upside potential

· Work on-going to strengthen the geological model across all three target areas of the Kossanto Project

· Joint venture agreement (the 'Joint Venture') entered into with mid-tier gold miner Centamin plc ('Centamin') to pursue certain mining project opportunities identified by Alecto and Centamin in the Federal Democratic Republic of Ethiopia ('Ethiopia')

· Both of Alecto's existing gold projects in Ethiopia, Wayu Boda and Aysid-Metekel, have been designated as Joint Venture projects - Centamin to fund exploration activities over the next two years in order for it to farm-in for up to a 70% interest in the projects

· Mark Jones appointed as CEO in tandem with the Company's acquisition of the Kossanto Project - strong understanding and experience of the Kossanto Project and gold exploration in Africa to spearhead the Group's future development

· Successfully raised, in aggregate, £1.6 million (before expenses) during the year together with a further £1.5 million (before expenses) raised in January 2014 to fund the Group's 2014 exploration campaigns and to provide general working capital

 

Mark Jones, CEO of Alecto, commented:

 

"This has been a period of notable progress for Alecto characterised by an acquisition, joint venture and, most importantly, the achievement of operational milestones. As a junior explorer, I am cognisant of the need for the Company's strong advancement year on year. With this in mind, since I joined the Board in October 2013, the Company has focussed on rapidly implementing value accretive exploration programmes across its asset portfolio, and particularly at the Kossanto Project, in order to generate detailed information to facilitate their future growth and development. A substantial 80% upgrade in the JORC Code compliant inferred resource estimate for Gourbassi within the Kossanto Project area in April 2014 was particularly pleasing following the recent drilling programme, and we continue to build on our knowledge of the geological model for the project through, inter alia, our low cost in-house RAB drilling. Work is also underway at our Ethiopian projects and accordingly, I am confident that by the end of this current financial year, our position as an African focused AIM quoted exploration company will be considerably enhanced."

 

 

For further information, please visit www.alectominerals.com or contact:

 

Alecto Minerals plc

Mark Jones

Tel: 020 3137 8862

Strand Hanson Limited

Richard Tulloch

Matthew Chandler

James Dance

Tel: 020 7409 3494

Hume Capital Securities plc

Jon Belliss

Abigail Wayne

Tel: 020 3693 1470

St Brides Media & Finance Ltd

Elisabeth Cowell

Felicity Edwards

Tel: 020 7236 1177

 

 

Chairman's Statement

 

2013 has been an exciting year for Alecto. Firstly, we entered into a joint venture agreement with Centamin, which will result in exploration across our two Ethiopian gold projects being funded for the next two years by Centamin with possible future joint venture projects to be added going forwards, and secondly, we acquired an exciting Malian gold portfolio which includes the Kossanto Gold Project, located in the Kenieba inlier in western Mali which hosts several major producing gold mines.

 

In addition to the operational advances made during and post year end, we have also strengthened the Board and senior management team with the appointment of Mark Jones as CEO following the acquisition of the Kossanto Project. Mark and our technical team have extensive pre-existing knowledge of the Kossanto Project and experience of exploration in Africa, ideally qualifying them to implement our active work programmes and build on the inherent growth prospects evident across our prospective African gold and base metal portfolio.

 

We are strongly committed to unlocking and building significant value across our portfolio year on year through both operational and corporate activity. The momentum experienced during the reporting period has continued into 2014 with drilling activity making good progress at the Kossanto Project. As a result, we were delighted to increase the Kossanto Project's pre-existing JORC Code compliant inferred resource estimate by 80%, to 193,000 ounces of gold ("oz Au") in early April 2014, with the results of recent drilling demonstrating the potential to increase this yet further. At our wholly owned Wad Amour IOCG Project in Mauritania, the maiden drill campaign originally scheduled for commencement in April, has been delayed, due to circumstances outside our control, and drilling will commence as soon as practicable. Core drilling commenced in March 2014 at our Wayu Boda JV Gold Project in southern Ethiopia.

 

We had a robust cash position of approximately £1.2 million as at 29 May 2014 and with our joint venture in Ethiopia alleviating costs for this area of our portfolio, which has excellent upside potential, we are well positioned to achieve further exploration progress in 2014.

 

Malian Gold Projects

 

In October 2013, we acquired the Kossanto Project, a gold exploration project in western Mali, through the acquisition of AME West Africa Limited ("AME") from AIM quoted Savannah Resources plc ("Savannah"), previously named African Mining & Exploration plc.

 

The Kossanto Project has a number of attractive qualities. Importantly, it is located in the centre of the Kenieba inlier in western Mali, which is a block of ancient greenstones and granites hosting many significant gold deposits in Senegal and Mali, making it one of the most important gold regions in Africa. Major projects in the region include AngloGold Ashanti Limited's 13.0 million ounces ("Moz") Sadiola and 4.5Moz Yatela gold mines, Randgold Resources Limited's 12.5Moz Loulo gold mine and Teranga Gold Corporation's 3.0Moz Sabodala gold mine in neighbouring Senegal. Crucially, the geology of the Kossanto Project appears consistent with these major gold producing mines, comprising a mix of basic and acidic volcanics with turbidites, and pervasive shearing and fracturing.

 

Another feature of the Kossanto Project was its pre-existing maiden JORC Code compliant inferred resource estimate of 107,000 oz Au for the Gourbassi East ("GRBE") target. With three target areas delineated in total, namely GRBE, Gourbassi West ("GRBW") (together "Gourbassi") and Massakama, the potential to add further substantial resources through exploration across the licence area was evident and following completion of the transaction, we have sought to implement a resource expansion drill programme across both Gourbassi and Massakama.

 

We commenced drilling in December 2013 and following the completion of 1,908m of reverse circulation ("RC") holes and 921m of diamond drill ("DD") holes at GRBE and 997m of RC holes and 200m of DD holes at GRBW, the Company announced on 2 April 2014 an updated independent JORC Code compliant inferred resource estimate for Gourbassi (the "Updated Inferred Resource"), completed by Wardell Armstrong International, of, in aggregate, 5.04 million tonnes ("Mt") at 1.19 grammes per tonne of gold ("g/t Au") for an aggregate 193,000 oz Au, with a cut-off grade of 0.5g/t Au. The Updated Inferred Resource represented an approximate 80% increase on the previously published inferred resource estimate for Gourbassi announced by Savannah in June 2013.

 

The Updated Inferred Resource included a maiden JORC Code compliant inferred resource estimate for GRBW and defined gold in two zones. This target is only 3.7km away from the original resource area at GRBE and accordingly, from a practical mining perspective, can be viewed as a single project. The combined resource for Gourbassi is near surface (with the bulk of the resource less than 100m deep) and preliminary metallurgical work at GRBE has highlighted the potential amenability to low-cost recovery by cyanide leach processing but further metallurgical tests and analysis is required to be undertaken to test this concept. Importantly, the recent resource increase at Gourbassi does not account for potential future exploration upside at our highly prospective Massakama prospect to the west of the tenure.

 

Our work to date has been focussed on progressing the Kossanto Project towards the realisation of a mining opportunity. As well as focusing our operational efforts towards this, we have been actively seeking to identify further targets within the Kossanto Project area, using a mix of remote sensing and ground sampling techniques, and it is currently anticipated that some of these new prospects will be drill ready for next season.

 

As noted above, there remains significant additional upside potential across the Kossanto Project, and since completing our initial phase of the campaign to upgrade the resource estimate, we have been directing our resources to uncover this.

 

RAB drilling has been undertaken with this in mind at Gourbassi, utilising the Company's in-house truck-mounted RAB rig. RAB drilling provides the Company with a very effective scouting technique as it offers a low cost drilling capability that can rapidly define targets for later DD and RC work. We await results from our RAB drilling at GRBE but have received results from drilling undertaken at GRBW, which consists of two proven zones of mineralisation. The results from the GRBW RAB drilling programme were highly encouraging and we subsequently completed further RC drilling, totalling six holes for 864m, to infill the central section of the GRBW target and to test for a possible northern extension to the mineralisation. All the holes intercepted shallow gold mineralisation, demonstrating the opportunity to build on the current inferred resource estimate. Importantly, the northern-most hole, GRC081, exhibited robust mineralisation thereby underpinning the Board's belief that the mineralisation remains open to the north. Accordingly, a further RAB drilling programme is now underway to test 1.8km of the total strike length as well as soil and rock chip geochemistry to test the northern extension of GRBW. This should then enable a single, larger, target zone at Gourbassi to be defined with increased tonnage and resource opportunity.

 

At Massakama, extensive historical and new artisanal activity has been discovered in multiple areas (The "Big Pit", Goureba and Toukwata) close to the original target, highlighting the expansive potential of the Kossanto Project. Encouraging initial sampling returned results of up to 31.5 g/t Au from mineralised quartz veins and a number of scouting holes have been completed so far this year. The results of recent RC drilling at Massakama are expected shortly.

 

In summary, we are delighted to have delivered on our objective of producing the Updated Inferred Resource for Gourbassi. Following completion of the recent RC drilling, a total of 17 RC holes for a total of 1,861m, two DD holes for a total of 200m and 2,247m of RAB drilling have now been completed at GRBW and a total of 13 RC holes for a total of 1,908m, 6 DD holes for a total of 921m and RAB scout drilling have now been completed at GRBE during this season's drilling programme. As highlighted above, we have completed an extensive amount of work and this continues with the aim of strengthening our resource and building a commercial asset.

 

Following the year end, in respect of the acquisition of AME the Company paid deferred consideration of £1.25 million to Electrum Ltd, the previous owners of the Kossanto Project, through the issue of new ordinary shares in the Company. In addition, in line with the Company's strategy to build on its existing portfolio of prospective African gold projects with the potential to deliver shareholder value through exploration, the Company enhanced its Malian gold portfolio through the acquisition of the prospective 250 sq. km. Karan gold project (the "Karan Project") and the 16 sq. km. Diatissan gold project in western Mali from Savannah for £250,000 which was again satisfied through the issue of new ordinary shares in the Company. The Company has established that RAB drilling would be ideal to advance its understanding of these target areas and proposes to undertake a targeted programme in H2 2014.

 

Ethiopian Gold Properties

 

Alecto holds two gold exploration licences in Ethiopia: the 945 sq. km. Wayu Boda Project in south-west Ethiopia and the 1,954 sq. km. Aysid-Metekel Gold Project in north-west Ethiopia.

 

In October 2013, we were pleased to announce a joint venture with Centamin, the Arabian-Nubian Shield focused mineral exploration, development and mining company, to pursue opportunities offered by certain mining projects identified by Alecto and Centamin within Ethiopia. Both Wayu Boda and Aysid-Metekel have been designated as joint venture projects, which will result in exploration activities at both properties being funded by Centamin over the next two years in order for it to farm-in for up to a 70% interest in these projects. Accordingly, we retain exposure to the upside at these greenfield projects with no capital expenditure for the duration of the two year earn-in period.

 

At Wayu Boda, Centamin is required to fund US$1.8 million of exploration work to maintain an initial 51% interest in the project. Centamin then has the option to fund up to a further US$6 million of work to increase its interest to 70%. Centamin commenced drilling at the project in March 2014. Further details of the work programme will be provided when the Company receives a formal report, and we look forward to monitoring the advancement of this promising asset, where grades of up to 47.4 g/t Au have been previously reported from rock chip sampling and trenching.

 

At Aysid-Meketel, Centamin is required to fund US$1.2 million of exploration work to maintain an initial 51% interest, and has the option to fund up to a further US$5 million of work to increase its interest to 70%. Work commenced in March with the emphasis on mapping, rock chip sampling and stream and soil sampling. The results of this work will contribute towards generating future drill targets.

 

Looking further ahead, both parties will participate in selecting future targets through a joint venture committee, thereby enabling us to build on the Company's work at the start of this year which generated five high priority target areas for follow up evaluation.

 

Wad Amour Project, Mauritania

 

Alecto also owns the 1,369 sq. km. Wad Amour Project in Mauritania, where we have been active since 2011. We have conducted a range of reconnaissance work since then, including trenching, soil geochemistry and geophysics surveys, which have revealed significant potential for a high-grade Guelb Moghrein style iron oxide copper gold ("IOCG") deposit. We have defined two initial priority target areas comprising Chiron, where rock chip sampling has previously returned grades of up to 5.79% copper ("Cu") at surface, and Oued Amour, which has an 800m Cu anomaly and grab samples up to 1.2% Cu. In addition, two secondary targets, Tamourt and Gadel, have also been identified. The full historic trenching results were set out in the Company's announcement of 30 January 2013.

 

In the first half of 2013 the Group completed an extensive trench sampling campaign at Wad Amour. The results of the sampling campaign together with historical exploration work led to the Group commissioning a 1,500 metre drill programme at Wad Amour in January 2014 to test the copper and gold potential at depth, which was due to commence in April 2014. Unfortunately, due to circumstances outside the control of the Group, the drill contractor was not able to proceed with the drill programme and accordingly this has now been deferred until a later date.

 

Financial Review

 

During the period, the Company successfully raised £1,150,000 (before expenses) by way of placings, £450,000 through the issue of convertible loan notes, of which £100,000 converted during the period. In January 2014, a further £1,500,000 (before expenses) was raised. As a result, Alecto currently has cash of £1.2 million as at 29 May 2014 and is well positioned to pursue exploration opportunities at the Kossanto Project through utilising the Company's RAB drill whilst work on the Ethiopian properties is currently being funded by Centamin.

 

The loss before taxation for the Group for the year ended 31 December 2013 amounted to £1,242,540 (31 December 2012: £1,101,495). The Group's cash position at 31 December 2013 was £624,155 (31 December 2012: £848,059).

 

Outlook

 

As evidenced by our swift progress at the Kossanto Project since its acquisition in October 2013, we are focussed on rapidly delivering results across our portfolio of African gold and base metal projects in order to better position ourselves to make value accretive operational and corporate decisions to maximise value for our shareholders. We have an array of continuous work programmes on-going which will produce results over the remainder of 2014. In light of the breadth of our existing portfolio, which consists of both core and non-core projects, we will continue to assess possible transactions and joint venture opportunities in order to maximise the value from our work in the field.

 

I would like to take this opportunity to thank our Board, shareholders and advisers for their continued support and look forward to delivering further progress in the coming months.

 

 

Michael Johnson

Chairman

 

29 May 2014

 

 

STATEMENT OF FINANCIAL POSITION

As at 31 December 2013

 

Group

Company

Note

2013

£

2012

£

2013

£

2012

£

Non-Current Assets

Property, plant and equipment

6

223,616

47,859

2,364

5,322

Intangible assets

7

5,964,192

3,241,917

-

-

Investment in subsidiaries

8

-

-

6,547,238

3,314,499

Trade and other receivables

10

20,192

36,389

-

-

Available-for-sale financial assets

9

21,000

50,000

21,000

50,000

6,229,000

3,376,165

6,570,602

3,369,821

Current Assets

Trade and other receivables

10

124,273

53,525

122,937

43,022

Derivative financial instruments

11

250,000

-

250,000

-

Cash and cash equivalents

12

624,155

848,059

561,229

831,633

998,428

901,584

934,166

874,655

Total Assets

7,227,428

4,277,749

7,504,768

4,244,476

Equity attributable to the Owners of Parent Company

Share capital

16

4,157,432

2,509,388

4,157,432

2,509,388

Share premium

16

7,509,266

6,717,310

7,509,266

6,717,310

Share option reserve

16

47,316

40,322

47,316

40,322

Available-for-sale financial asset reserve

9

(29,000)

-

(29,000)

-

Translation reserve

9,049

(121,264)

-

-

Retained losses

(6,824,423)

(5,582,036)

(5,907,757)

(5,121,522)

Total Equity

4,869,640

3,563,720

5,777,257

4,145,498

Current Liabilities

Trade and other payables

13

1,393,008

99,249

1,377,511

98,978

Borrowings

14

350,000

-

350,000

-

1,743,008

99,249

1,727,511

98,978

Non-current liabilities

Deferred income tax liabilities

15

614,780

614,780

-

-

614,780

614,780

-

-

Total Liabilities

2,357,788

714,029

1,727,511

98,978

Total Equity and Liabilities

7,227,428

4,277,749

7,504,768

4,244,476

 

 

 

CONSOLIDATED INCOME STATEMENT

For the year ended 31 December 2013

 

 

Continued operations

Note

2013

£

2012

£

Revenue

-

-

Cost of sales

-

-

Gross profit

-

-

Administration expenses

18

(789,213)

(961,053)

Impairment of intangible assets

7

(337,398)

(137,111)

Loss on foreign exchange

(116,482)

(5,030)

Operating Loss

(1,243,093)

(1,103,194)

Finance income

21

553

1,699

Loss Before Income Tax

(1,242,540)

(1,101,495)

Income tax expense

22

-

-

Loss for the Year

(1,242,540)

(1,101,495)

Attributable to Owners of the Parent

(1,242,540)

(1,101,495)

Earnings Per Share Attributable to Owners of the Parent During the Year

Basic and Diluted Earnings Per Share (pence)

23

(0.306) p

(0.368) p

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2013

 

Note

2013

£

2012

£

Loss for the year

(1,242,540)

(1,101,495)

Other Comprehensive Income:

Items that may be reclassified subsequently to profit or loss

Currency translation differences

130,313

(121,103)

Available-for-sale financial assets

9

(29,000)

-

Total Comprehensive Income for the Year Attributable to Owners of the Parent, net of tax from Continuing Activities

(1,141,227)

(1,222,598)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2013

 

Attributable to owners of the parent

Share capital

Share premium

Share option reserve

Available-for-sale financial asset reserve

Translation reserve

Retained losses

Total equity

£

£

£

£

£

£

£

As at 1 January 2012

1,365,957

5,351,686

179,086

-

(161)

(4,631,974)

2,264,594

Loss for the year

-

-

-

-

-

(1,101,495)

(1,101,495)

Other comprehensive income

Currency translation differences

-

-

-

-

(121,103)

-

(121,103)

Total comprehensive income for the year

-

-

-

-

(121,103)

(1,101,495)

(1,222,598)

Proceeds from share issue

1,143,431

1,474,009

-

-

-

-

2,617,440

Issue costs

-

(108,385)

12,669

-

-

-

(95,716)

Expired options

-

-

(151,433)

-

-

151,433

-

Transactions with owners, recognised directly in equity

1,143,431

1,365,624

(138,764)

-

-

151,433

2,521,724

As at 31 December 2012

2,509,388

6,717,310

40,322

-

(121,264)

(5,582,036)

3,563,720

As at 1 January 2013

2,509,388

6,717,310

40,322

-

(121,264)

(5,582,036)

3,563,720

Loss for the year

-

-

-

-

-

(1,242,540)

(1,242,540)

Other comprehensive income

Currency translation differences

-

-

-

-

130,313

-

130,313

Available-for-sale financial assets

-

-

-

(29,000)

-

-

(29,000)

Total comprehensive income for the year

-

-

-

(29,000)

130,313

(1,242,540)

(1,141,227)

Proceeds from share issue

791,304

358,696

-

-

-

-

1,150,000

Issue costs

-

(110,000)

-

-

-

-

(110,000)

Loan note conversion

60,870

39,130

-

-

-

-

100,000

Share based payments

795,870

504,130

7,147

-

-

-

1,307,147

Expired options

-

-

(153)

-

-

153

-

Transactions with owners, recognised directly in equity

1,648,044

791,956

6,994

-

-

153

2,447,147

As at 31 December 2013

4,157,432

7,509,266

47,316

(29,000)

9,049

(6,824,423)

4,869,640

 

COMPANY STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2013

 

 

Attributable to equity shareholders

 

Share capital

Share premium

Share option reserve

Available-for-sale investments

Retained losses

Total equity

 

£

£

£

£

£

£

 

As at 1 January 2012

1,365,957

5,351,686

179,086

-

(4,520,089)

2,376,640

 

Loss for the year

-

-

-

-

(752,866)

(752,866)

 

Total comprehensive income for the year

-

-

-

-

(752,866)

(752,866)

 

Proceeds from share issue

1,143,431

1,474,009

-

-

-

2,617,440

 

Issue costs

-

(108,385)

12,669

-

-

(95,716)

 

Expired options

-

-

(151,433)

-

151,433

-

 

Transaction with owners

1,143,431

1,365,624

(138,764)

-

151,433

2,521,724

 

As at 31 December 2012

2,509,388

6,717,310

40,322

-

(5,121,522)

4,145,498

 

 

As at 1 January 2013

2,509,388

6,717,310

40,322

-

(5,121,522)

4,145,498

 

Loss for the year

-

-

-

-

(786,388)

(786,388)

 

Other comprehensive income

 

Available-for-sale financial assets

-

-

-

(29,000)

-

(29,000)

 

Total comprehensive income for the year

-

-

-

(29,000)

(786,388)

(815,388)

 

Proceeds from share issue

791,304

358,696

-

-

-

1,150,000

 

Issue costs

-

(110,000)

-

-

-

(110,000)

 

Loan note conversion

60,870

39,130

-

-

-

100,000

 

Share based payments

795,870

504,130

7,147

-

-

1,307,147

 

Expired options

-

-

(153)

-

153

-

 

Transaction with owners

1,648,044

791,956

6,994

-

153

2,447,147

 

As at 31 December 2013

4,157,432

7,509,266

47,316

(29,000)

(5,907,757)

5,777,257

 

 

CASH FLOW STATEMENTS

For the year ended 31 December 2013

 

Group

Company

Note

2013

£

2012

£

2013

£

2012

£

Cash flows from operating activities

Loss before taxation

(1,242,540)

(1,101,495)

(786,388)

(752,866)

Adjustments for:

Interest received

(553)

(1,699)

(553)

(1,699)

Depreciation

6

27,403

6,963

4,645

1,830

Impairment of exploration assets

7

337,398

137,111

-

-

Share options expense

7,147

-

7,148

-

Introducer fees

-

(12,960)

-

(12,960)

Share based payments

50,000

-

50,000

-

Increase in trade and other receivables

(70,748)

(24,645)

(79,915)

(14,143)

Increase in trade and other payables

43,759

39,944

28,530

42,612

Foreign exchange

287,485

6,336

-

-

Net cash used in operations

(560,649)

(950,445)

(776,533)

(737,226)

Cash flows from investing activities

Interest received

553

1,699

553

1,699

Acquisition of subsidiaries (net of cash acquired)

25

22,887

(129,600)

-

(129,600)

Loans granted to subsidiary undertakings

-

-

(732,739)

(721,784)

Purchase of intangible assets

7

(885,886)

(485,977)

-

-

Purchase of property, plant and equipment

6

(34,117)

(46,799)

(1,687)

(7,153)

Net cash used in investing activities

(896,563)

(660,677)

(733,873)

(856,838)

Cash flows from financing activities

Proceeds from issue of share capital

1,000,000

1,836,000

1,000,000

1,836,000

Transaction costs of share issues

(110,000)

(95,717)

(110,000)

(95,717)

Proceeds from borrowings

350,000

-

350,000

-

Net cash generated from financing activities

1,240,000

1,740,283

1,240,000

1,740,283

Net (decrease)/increase in cash and cash equivalents

(217,212)

129,161

(270,406)

146,219

Cash and cash equivalents at beginning of year

848,059

715,153

831,633

685,414

Exchange gains on cash and cash equivalents

(6,692)

3,745

-

-

Cash and cash equivalents at end of year

12

624,155

848,059

561,227

831,633

 

Major non-cash transactions

 

On 4 October 2013 the Company issued 108,695,652 ordinary shares of 0.7 pence each fully paid at 1.15 pence per share as consideration for business acquisitions. See Note 25.

 

On 6 November 2013 the Company issued 3,000,000 warrants exercisable for three years from the date of grant at a price of 1 pence.

 

On 22 November 2013 the Company issued 5,000,000 ordinary shares of 0.7 pence each fully paid at 1 pence per share as consideration for financing fees.

 

At 31 December 2013, £13,771 of exploration and evaluation additions remained outstanding and unpaid.

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2013

 

1. General information

 

The principal activity of Alecto Minerals plc ("the Company") and its subsidiaries (together "the Group") is the exploration and development of precious and base metals. The Company's shares are quoted on the AIM market of the London Stock Exchange plc. The Company is incorporated and domiciled in the UK.

 

The address of its registered office is 47 Charles Street, London, W1J 5EL.

 

2. Summary of Significant Accounting Policies

 

The principal Accounting Policies applied in the preparation of these Financial Statements are set out below. These Policies have been consistently applied to all the periods presented, unless otherwise stated.

 

2.1 Basis of Preparation of Financial Statements

The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU), IFRIC interpretations and the parts of the Companies Act 2006 that applies to companies reporting under IFRS. The Consolidated Financial Statements have also been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets.

 

The Financial Statements are presented in UK Pounds Sterling rounded to the nearest pound.

 

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements are disclosed in Note 4.

 

2.2 Basis of Consolidation

The Consolidated Financial Statements consolidate the Financial Statements of the Company and the audited management accounts of all of its subsidiary undertakings made up to 31 December 2013.

 

Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than half the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

 

The Group applies the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred unless they result from the issuance of shares, in which case they are offset against the premium on those shares within equity. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are initially measured at their fair values at the acquisition date.

 

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the identifiable net assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss in the Income Statement.

 

Investments in subsidiaries are accounted for at cost less impairment.

 

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. All intercompany transactions and balances between Group enterprises are eliminated on consolidation.

 

2.3 Going Concern

The Group's business activities together with the factors likely to affect its future development, performance and position are set out in the Chairman's Statement on pages 3 to 5. In addition, Note 3 to the Financial Statements include the Group's objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and its exposure to credit and liquidity risk.

 

The Financial Statements have been prepared on a going concern basis. Although the Group's assets are not generating revenues and an operating loss has been reported, the Directors believe that the Group has sufficient funds to undertake its committed expenditure over the next 12 months, and are confident that additional funding will be forthcoming to continue its current exploration programme as well as additional works.

 

The Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

 

2.4 New and Amended Standards

(a) New and amended standards mandatory for the first time for the financial year beginning 1 January 2013

 

The financial statements have been drawn up on the basis of accounting standards, interpretations and amendments effective at the beginning of the accounting period. The following new standards, interpretations and amendments to published standards effective in the year have been adopted by the Group:

 

Standard

Impact on initial application

Effective date

IAS 12 (amendment)

Deferred tax: Recovery of underlying assets

1 January 2012*1

IAS 1 (amendment)

Presentation of items of other comprehensive income

1 July 2012

IFRS 13

Fair value measurement

1 January 2013

IAS 19 (amendment)

Employee benefits

1 January 2013

IFRIC 20

Stripping costs in the production phase of surface mine

1 January 2013

IFRS 1 (amendment)

Government loans

1 January 2013

IFRS 7 (amendment) (annual improvements 2009-2011)

Disclosures: Offsetting financial assets and financial liabilities

1 January 2013

IFRS 1 (amendment) (annual improvements 2009-2011)

First time adoption of International Financial Reporting Standards

1 January 2013

IAS 1 (amendment) (annual improvements 2009-2011)

Presentation of financial statements

1 January 2013

IAS 16 (amendment) (annual improvements 2009-2011)

Property, plant and equipment

1 January 2013

IAS 32 (amendment) (annual improvements 2009-2011)

Financial instruments - presentation

1 January 2013

IAS 34 (amendment) (annual improvements 2009-2011)

Interim financial reporting

1 January 2013

 

*1 Effective date 1 January 2013 for the EU

 

(b) New standards, amendments and Interpretations in issue but not yet effective or not yet endorsed and not early adopted

 

The following new standards, amendments to standards and interpretations have been issued but are not effective or not yet endorsed for the financial year beginning 1 January 2013 and have not been early adopted:

 

Standard

Impact on initial application

Effective date

IAS 19 (amendment)

Defined benefit plans: employee contributions

1 January 2014*1

IAS 27 (amendment)

Separate financial statements - Investment entities

1 January 2014

IAS 28

Investments in associates and joint ventures

1 January 2014

IAS 32 (amendment)

Offsetting financial assets and financial liabilities

1 January 2014

IAS 36 (amendment)

Impairment of assets - Recoverable amount disclosures for non-financial assets

1 January 2014

IAS 39 (amendment)

Novation of derivatives and continuation of hedge accounting

1 January 2014

IAS 39 (amendment November 2013)

Financial instruments

No mandatory effective date

IFRS 7 (amendment November 2013)

Financial instruments

No mandatory effective date

IFRS 9

Financial instruments

1 January 2014*1

IFRS 10

Consolidated financial statements

1 January 2014

IFRS 10 (amendment)

Consolidated financial statements - Investment entities

1 January 2014

IFRS 10 (amendment)

Consolidated financial statements - transition relief

1 January 2014

IFRS 11

Joint arrangements

1 January 2014

IFRS 11 (amendment)

Joint arrangements - transition relief

1 January 2014

IFRS 12

Disclosure of interests in other entities

1 January 2014

IFRS 12 (amendment)

Disclosure of interests in other entities - Investment entities

1 January 2014

IFRS 10 (amendment)

Disclosure of interests in other entities - transition relief

1 January 2014

IFRIC 21

Levies

1 January 2014*1

IFRS 2 (amendment) (annual improvements 2010-2012)

Share-based payment - Definition of 'vesting condition'

1 July 2014*1

IFRS 3 (amendment) (annual improvements 2010-2012)

Business combinations - Accounting for contingent consideration in a business combination

1 July 2014*1

IFRS 8 (amendment) (annual improvements 2010-2012)

Operating segments - Aggregation of operating segments and Reconciliation of the total of the reportable segments' assets to the entity's assets

1 July 2014*1

IFRS 13 (amendment) (annual improvements 2010-2012)

Fair value measurement - Short-term receivables and payables

1 July 2014*1

IAS 16 (amendment) (annual improvements 2010-2012)

Property, plant and equipment - Revaluation method - proportionate restatement of accumulated depreciation

1 July 2014*1

IAS 24 (amendment) (annual improvements 2010-2012)

Related party disclosures - Key management personnel

1 July 2014*1

IAS 38 (amendment) (annual improvements 2010-2012)

Intangible assets - Revaluation method - proportionate restatement of accumulated amortisation

1 July 2014*1

IFRS 1 (amendment) (annual improvements 2011-2013)

First time adoption of International Financial Reporting Standards - Meaning of effective IFRSs

1 July 2014*1

IFRS 3 (amendment) (annual improvements 2011-2013)

Business Combinations - Scope of exception for joint ventures

1 July 2014*1

IFRS 13 (amendment) (annual improvements 2011-2013)

Fair value measurement - Scope of paragraph 52 (portfolio exception)

1 July 2014*1

IAS 40 (amendment) (annual improvements 2011-2013)

Investment property - Clarifying the interrelationship of IFRS 3 and IAS 40 when classifying property as investment property or owner-occupied property

1 July 2014*1

 

*1 Not yet endorsed by the EU

 

The Group is evaluating the impact of the new or amended standards above. The new or amended standards are not expected to have a material impact on the Group's results or shareholders' funds.

 

2.5 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

 

2.6 Foreign Currencies

(a) Functional and presentation currency

 

Items included in the Financial Statements of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the UK parent entity is Pounds Sterling and the functional currency of the BVI subsidiary is US Dollars. The currency of Mauritania is the Mauritanian Ouguiya; however all material contracts with the Mauritanian subsidiary are denominated in Euros which is, therefore, its functional currency. The currency of Ethiopia is the Ethiopian Birr, which is therefore the functional currency of the Ethiopian subsidiaries. The currency of Mali is the Central African Franc, therefore the functional currency of the Malian subsidiary. The Financial Statements are presented in Pounds Sterling, rounded to the nearest pound, which is the Company's functional and Group's presentation currency.

 

 

(b) Transactions and balances

 

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement.

 

(c) Group companies

 

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

· assets and liabilities for each Statement of Financial Position presented are translated at the closing rate at the date of that Statement of Financial Position sheet;

 

· income and expenses for each Income Statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

 

· all resulting exchange differences are recognised in other comprehensive income.

 

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the Statement of Comprehensive Income as part of the gain or loss on sale.

 

2.7 Intangible assets

 

(a) Goodwill

 

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the Group's interest in the fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree.

 

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

 

Goodwill impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed.

 

(b) Exploration and evaluation

 

The Group recognises expenditure as exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral resources. Expenditure included in the initial measurement of exploration and evaluation assets and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production.

 

Exploration and evaluation assets are recorded and held at cost.

 

Exploration and evaluation assets are assessed annually for impairment. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas.

 

Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to the Income Statement.

 

2.8 Plant and Equipment

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred.

 

Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight line basis at the following annual rates:

 

Field equipment - 20% straight line

Motor vehicles - 20% straight line

Computer equipment - 20-50% straight line

 

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

 

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

 

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other (losses)/gains' in the Income Statement.

 

2.9 Impairment of non-financial assets

 

Intangible assets that have an indefinite useful life, for example, intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment.

 

Tangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

 

2.10 Financial Assets

 

Classification

The Group classifies its financial assets in the following categories: at fair value through profit or loss; loans and receivables; and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

 

(i) Financial assets at fair value through profit or loss

 

Financial assets at fair value or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges.

 

Assets in this category are classified as current assets if expected to be settled within 12 months, otherwise, they are classified as non-current.

 

(ii) Loans and receivables

 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the Statement of Financial Position date. These are classified as non-current assets. The Group's loans and receivables comprise trade and other receivables, restricted assets and cash and cash equivalents in the Statement of Financial Position.

 

Available-for-sale financial assets

 

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of the investment within 12 months of the end of the reporting period.

 

Recognition and measurement

 

Regular purchases and sales of financial assets are recognised on the trade date - the date on which the Group commits to purchasing or selling the asset. Financial assets carried at fair value through profit or loss is initially recognised at fair value, and transaction costs are expensed in the Income Statement. Financial assets are derecognised when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership.

 

Available-for-sale financial assets are subsequently carried at fair value unless the Group is precluded from doing so as, in the case of unlisted equity securities, the range of reasonable fair value estimates is significant and the probabilities of the various estimates cannot be reasonably assessed. In such circumstances available-for-sale financial assets are held at cost and reviewed annually for impairment.

 

Loans and receivables are subsequently carried at amortised cost using the effective interest method.

 

Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in the Income Statement within "Other (Losses)/Gains - Net" in the period in which they arise.

 

Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognised in other comprehensive income. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the Income Statement as "gains and losses from investment securities."

 

Interest on available-for-sale securities calculated using the effective interest method is recognised in the Statement of Comprehensive Income as part of other income. Dividends on available-for-sale equity instruments are recognised in Income Statement as part of other income when the Group's right to receive payments is established.

 

Impairment of financial assets

 

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired. A financial asset, or a group of financial assets, is impaired, and impairment losses are incurred, only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a "loss event"), and that loss event (or events) has an impact on the estimated future cash flows of the financial asset, or group of financial assets, that can be reliably estimated.

 

The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:

 

· significant financial difficulty of the issuer or obligor;

 

· a breach of contract, such as a default or delinquency in interest or principal repayments;

 

· the disappearance of an active market for that financial asset because of financial difficulties;

 

· observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio; or

 

· for assets classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost.

 

(i) Assets carried at amortised cost

The amount of impairment is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset's original effective interest rate. The asset's carrying amount is reduced, and the loss is recognised in the Income Statement. As a practical expedient, the Group may measure impairment on the basis of an instrument's fair value using an observable market price.

 

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the Income Statement.

 

(ii) Assets classified as available-for-sale

 

The cumulative impairment loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in the Income Statement - is removed from equity and recognised in the Income Statement.

 

2.11 Trade and Other Receivables

Trade and other receivables are amounts due from third parties in the ordinary course of business. If collection is expected in one year or less they are classified as current assets. If not they are presented as non-current assets.

 

Trade and other receivables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

 

2.12 Derivative financial instruments

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value.

 

2.13 Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and in hand, and are subject to an insignificant risk of changes in value.

 

2.14 Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 

2.15 Share Based Payments

The Group operates a number of equity-settled, share-based schemes, under which the entity receives services from employees or third party suppliers as consideration for equity instruments (options and warrants) of the Group. The fair value of the third party suppliers' services received in exchange for the grant of the options is recognised as an expense in the Statement of Comprehensive Income or charged to equity depending on the nature of the service provided. The value of the employee services received is expensed in the Income Statement and its value is determined by reference to the fair value of the options granted:

 

· including any market performance conditions;

· excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and

· including the impact of any non-vesting conditions (for example, the requirement for employees to save).

 

Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Income Statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.

 

When the options are exercised, the Company issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised.

 

2.16 Trade Payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

 

Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.

 

2.17 Taxation

There has been no tax credit or expense for the period relating to current or deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

 

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

 

In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

 

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

 

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled. Deferred tax assets and liabilities are not discounted.

 

2.18 Operating leases

Leases of assets under which a significant amount of the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Operating lease payments are charged to the income statement on a straight-line basis over the period of the respective leases.

 

2.19 Finance income

Interest income is recognised using the effective interest method.

 

2.20 Compound Financial Instruments

Compound financial instruments issued by the Group comprise convertible notes that can be converted to share capital at the option of the holder. The number of shares to be issued does not vary with changes in their fair value.

 

The liability component of a compound financial instrument is recognised initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognised initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

 

Subsequent to their initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured subsequent to initial recognition, except on conversion or expiry.

 

3. Financial Risk Management

3.1 Financial Risk Factors

The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

 

Risk management is carried out by the London based management team under policies approved by the Board of Directors.

 

Market Risk

(a) Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Euro, Central African Franc, Ethiopian Birr, Mauritanian Ouguiya and the Pound Sterling. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group negotiates all material contracts for activities in relation to its subsidiaries in either Pounds Sterling or Euros which in the Directors' opinion are more stable than the respective local currencies. The Group also holds minimal liquid assets in Central African Franc, Mauritanian Ouguiya and Ethiopian Birr. The Group does not hedge against the risks of fluctuations in exchange rates. The volume of transactions is not deemed sufficient to enter into forward contracts. The Group has not sensitised the figures for fluctuations in foreign exchange rates as the Directors are of the opinion that these fluctuations would not have a significant impact on the financial statements of the Group at the present time. The Directors will continue to assess the effect of movements in exchange rates on the Group's financial operations and initiate suitable risk management measures where necessary.

 

(b) Price risk

 

The Group is exposed to equity securities price risk because of investments and derivative financial instruments held by the Group as available-for-sale and fair value through the profit or loss financial assets, respectively.

The Group's investments in equity of other entities that are publicly traded are quoted on AIM. There is a limited volume of shares traded in the Company's investee and if the Company was to dispose of a significant percentage of its shares this could have a substantial impact on the realisable value of these shares.

The Group does not have a substantial portfolio of shares and manages its price risk by undertaking specific company research prior to investing. The Group's quoted equity investment is held for long term growth which the Directors believe mitigates the risk of crystallising short term speculative reductions in value.

The table below summarises the impact of increases/decreases in the AIM index on the Group's other comprehensive income for the year. The analysis is based on the assumption that the AIM index had increased/decreased by 10% with all other variables held constant and all the Group's quoted equity investments moved according to the historical correlation with the index.

2013

2012

 

 

Index

Impact on post tax losses

£

Impact on other comprehensive income

£

Impact on post tax losses

£

Impact on other comprehensive income

£

AIM

2,100

-

5,000

-

 

Other comprehensive income would increase/decrease as a result of gains/losses on listed equity securities classified as available-for-sale. Post tax losses would increase/decrease as a result of the utilisation of tax losses arising from the movement in fair value of listed equity securities classified as available-for-sale.

The Group's derivative financial instruments are classified as financial assets at fair value through the profit or loss. The fair value of the derivative financial instruments are based on a formula related to the prevailing market price of the Company's ordinary shares in any month and a benchmark share price of 1.10 pence. Hence, the net funds to be received by the Company are dependent on the future price performance of the Company's ordinary shares.

 

The table below summarises the impact of increases/decreases in the AIM index on the Group and Company's other income for the year. The analysis is based on the assumption that the AIM index had increased/decreased by 10% with all other variables held constant and all the Group's listed equity investments moved according to the historical correlation with the index.

2013

2012

 

 

Index

Impact on post tax losses

£

Impact on other comprehensive income

£

Impact on post tax losses

£

Impact on other comprehensive income

£

AIM

36,000

-

-

-

 

(c) Interest rate risk

 

As the Group has no borrowings other than compound financial instruments, it is not exposed to interest rate risk on financial liabilities. The Group's interest rate risk arises from its cash held on short-term deposit, which is not significant.

 

Credit Risk

Credit risk arises from cash and cash equivalents as well as outstanding receivables. Management does not expect any losses from non-performance of these receivables.

 

The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board.

 

The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.

 

Liquidity Risk

In keeping with similar sized mineral exploration groups, the Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital. The Directors are confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.

 

3.2 Capital Risk Management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to enable the Group to continue its exploration and evaluation activities, and to maintain an optimal capital structure to reduce the cost of capital.

 

In order to maintain or adjust the capital structure, the Group may adjust the issue of shares or sell assets to reduce debts.

 

At 31 December 2013 the Group had borrowings of £350,000 (2012: £nil) and defines capital based on the total equity of the Company. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares in order to raise further funds from time to time.

 

3.3 Fair value estimation

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

 

· Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

· Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2); and

· Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

 

The following table presents the Group's assets that are measured at fair value. The Group does not have any liabilities measured at fair value.

 

2013

2012

 

Assets

Level 1

£

Level 2

£

Total

£

Level 1

£

Level 2

£

Total

£

Available-for-sale financial assets

21,000

-

21,000

50,000

-

50,000

Financial assets at fair value through profit or loss

- Derivative financial instruments

-

250,000

250,000

-

-

-

Total assets

21,000

250,000

271,000

50,000

-

50,000

 

(i) Financial instruments in Level 1

 

The fair value of financial instruments traded in an active market is based on quoted market prices at the Statement of Financial Position date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise AIM quoted equity investments classified as available-for-for sale financial assets.

 

(ii) Financial instruments in Level 2

 

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available, and rely as little possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

 

If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

 

Specific valuation techniques used to value financial instruments include:

 

· quoted market prices or dealer quotes for similar instruments; and

· the fair value of derivative financial instrument is calculated based on the Company's quoted market price and a prescribed formula in accordance with the respective equity swap agreement.

 

(iii) Financial instruments in Level 3

 

The following table presents the changes in Level 3 instruments for the year ended 31 December:

2013

£

2012

£

Opening balance

-

50,000

Transfer into Level 1

-

(50,000)

Total assets

-

-

 

The transfer out of Level 3 in 2012 was as a result of the company in which the investment is held, relisting on AIM and therefore valued at the bid price. At 31 December 2012 the Group's quoted equity securities held as available-for-sale investments were relisted on AIM, after they had been delisted from trading on AIM in the previous year.

 

4. Critical Accounting Estimates and Judgements

 

The preparation of the Financial Statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.

 

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

Significant items subject to such estimates and assumptions include, but are not limited to:

 

Estimated Impairment of Goodwill

Goodwill has a carrying value of £383,057 (2012: £19,571). The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 2.7 to the Financial Statements.

 

Management has concluded that no impairment charge is necessary to the carrying value of goodwill. See Note 7 to the Financial Statements.

 

Impairment of exploration and evaluation costs

Exploration and evaluation costs have a carrying value at 31 December 2013 of £5,581,135 (2012: £3,222,346). Such assets have an indefinite useful life as the Group has a right to renew exploration licences and the asset is only amortised once extraction of the resource commences. Management tests annually whether exploration projects have future economic value in accordance with the accounting policy stated in Note 2.7 to the Financial Statements. Each exploration project is subject to an annual review by either a consultant or senior company geologist to determine if the exploration results returned during the year warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration long term metal prices, anticipated resource volumes and supply and demand outlook. In the event that a project does not represent an economic exploration target and results indicate there is no additional upside a decision will be made to discontinue exploration. The Directors have reviewed the estimated value of each project prepared by management and have concluded that an adjustment of £337,398 is required and provided against the exploration assets.

 

Share based payment transactions

The Group has made awards of options and warrants over its unissued share capital to certain Directors and employees as part of their remuneration package. Certain warrants have also been issued to shareholders as part of their subscription for shares and suppliers for various services received.

 

The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in Note 17 to the Financial Statements.

 

Fair value of derivative financial instruments

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques.

The fair value of the equity swaps is calculated using the prescribed formula in the equity swap agreement and the Company's prevailing market price at the year end.

 

Equity swaps have a carrying value of £250,000 (2012: £nil). The other income amount, representing the gain on re-measuring to fair value was deemed immaterial and therefore not recognised in the Income Statement.

 

Available-for-sale financial assets

Available-for-sale financial assets have a carrying value at 31 December 2013 of £21,000 (2012: £50,000). The Group holds listed equity securities as available-for-sale financial assets.

 

The Group follows the guidance of IAS 39 to determine when an available-for-sale equity investment is impaired. This determination requires significant judgement. In making this judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost; and the financial health of the short-term business outlook for the investee, including factors such as industry and sector performance and operational and financing cash flow.

 

Management has concluded that there is no impairment charge necessary to the carrying value of available-for-sale financial assets.

 

Compound financial instruments

In order to calculate the split for convertible loans between the financial liability and equity components, management is required to discount the contractual stream of future cash flows under the convertible loan note instrument at an estimated rate of interest applicable to instruments which do not have any associated conversion option.

 

The values of the liability and equity conversion component were determined at the date the loan notes were issued. The fair value of the liability component was calculated using a market interest rate for an equivalent non-convertible loan. The residual amount, representing the value of the equity conversion option was deemed immaterial and therefore not included in shareholders' equity.

 

5. Segment Information

Management has determined the operating segments based on reports reviewed by the Board of Directors that are used to make strategic decisions. During the year the Group had interests in four geographical segments; the United Kingdom, Mauritania, Ethiopia and Mali. Activities in the UK are mainly administrative in nature whilst the activities in Ethiopia, Mauritania and Mali relate to exploration and evaluation work.

 

The Group had no turnover during the year.

 

2013

Ethiopia

£

Mauritania

£

 

 

Mali

£

UK

£

Intra-segment balances

£

Total

£

Administrative expenses

(29,863)

(18,530)

94,993

(835,813)

-

(789,213)

Impairment of intangible assets

-

(332,046)

(5,352)

-

-

(337,398)

Loss on foreign exchange

(2,405)

(109,434)

(4,643)

-

-

(116,482)

Loss from operations per reportable segment

(32,268)

(460,010)

84,998

(835,813)

-

(1,243,093)

Capital expenditure

250,281

70,929

597,106

1,687

-

920,003

Reportable segment assets

799,427

999,362

2,729,431

7,504,768

(4,805,560)

7,227,428

Reportable segment liabilities

722,385

1,602,063

397,714

1,727,511

(2,091,885)

2,357,788

 

2012

Ethiopia

£

Mauritania

£

UK

£

Intra-segment balances

£

Total

£

Administrative expenses

(20,747)

(8,015)

(932,291)

-

(961,053)

Impairment of intangible assets

-

(137,111)

-

-

(137,111)

Loss on foreign exchange

(5,027)

-

(3)

-

(5,030)

Loss from operations per reportable segment

(25,774)

(145,126)

(932,294)

-

(1,103,194)

Capital expenditure

275,789

238,675

7,153

11,159

532,776

Reportable segment assets

580,799

1,249,068

4,244,476

(1,796,594)

4,277,749

Reportable segment liabilities

448,717

1,403,968

98,978

(1,237,634)

714,029

 

A reconciliation of adjusted loss from operations per reportable segment to loss before tax is provided as follows:

 

2013

£

2012

£

Loss from operations per reportable segment

(1,243,093)

(1,103,194)

Finance income

553

1,699

Loss for the year before taxation

(1,242,540)

(1,101,495)

 

6. Property, Plant and Equipment

Group

Company

Field equipment

£

Vehicles

£

Computer equipment

£

Total

£

Computer equipment

£

Cost

As at 1 January 2012

9,948

-

2,101

12,049

2,101

Additions

7,522

32,124

7,153

46,799

7,153

As at 31 December 2012

17,470

32,124

9,254

58,848

9,254

Acquired through acquisition of subsidiary

172,120

55,191

7,631

234,942

-

Additions

2,010

30,420

1,687

34,117

1,687

Foreign exchange differences

(690)

(390)

(31)

(1,111)

-

As at 31 December 2013

190,910

117,345

18,541

326,796

10,941

Depreciation

As at 1 January 2012

1,925

-

2,101

4,026

2,101

Charge for the year

2,967

2,165

1,831

6,963

1,831

As at 31 December 2012

4,892

2,165

3,932

10,989

3,932

Acquired through acquisition of subsidiary

32,998

26,544

5,507

65,049

-

Charge for the year

12,488

10,073

4,842

27,403

4,645

Foreign exchange differences

(133)

(107)

(21)

(261)

-

As at 31 December 2013

50,245

38,675

14,260

103,180

8,577

Net book value

As at 31 December 2012

12,578

29,959

5,322

47,859

5,322

As at 31 December 2013

140,665

78,670

4,281

223,616

2,364

 

Depreciation expense of £27,403 (2012: £6,963) has been charged in administration expenses (Note 18).

 

 

7. Intangible Assets

Exploration and evaluation assets are all internally generated.

 

Group

Exploration & Evaluation Assets - Cost and Net Book Value

2013

£

2012

£

At 1 January

3,222,346

3,000,921

Additions

885,886

485,977

Acquired through acquisition of subsidiary (at fair value) (Note 25)

1,942,398

-

Impairment

(337,398)

(137,111)

Foreign exchange differences

(132,097)

(127,441)

At 31 December

5,581,135

3,222,346

 

Group

Goodwill - Cost and Net Book Value

2013

£

2012

£

At 1 January

19,571

19,571

Acquired through acquisition of subsidiary (on consolidation) (Note 25)

239,759

-

Acquired through acquisition of subsidiary (at fair value) (Note 25)

123,727

-

At 31 December

383,057

19,571

 

Exploration projects in Mali, Ethiopia and Mauritania are at an early stage of development and, with the exception of the JORC Code compliant inferred resource estimate of 107,000 oz Au for the Kossanto Project in Mali as at 31 December 2013, no JORC or non-JORC compliant resource estimates are available to enable value in use calculations to be prepared. The Directors therefore undertook an assessment of the following areas and circumstances that could indicate the existence of impairment:

 

• The Group's right to explore in an area has expired, or will expire in the near future without renewal;

• No further exploration or evaluation is planned or budgeted for;

• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves; and

• Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.

 

An impairment review of exploration and evaluation assets is carried on out an annual basis in order to ensure that it is valued at the lower of cost and recoverable amount. Following their assessment, the Directors concluded that an impairment charge of £337,398 was necessary at the year end in respect of the Group's two uranium exploration licences in Mauritania which were not renewed during the year and one gold exploration licence in Mauritania which will not be renewed in 2014, plus two of the Group's exploration licences in Mali which will not be renewed in 2014, all of which have accordingly been fully impaired.

 

 

8. Investments in Subsidiary Undertakings

Company

2013

£

2012

£

Shares in Group Undertakings

At 1 January

1,340,001

1,340,001

Additions (Note 25)

2,500,000

-

At 31 December

3,840,001

1,340,001

Loans to Group undertakings

2,707,237

1,974,498

At 31 December

6,547,238

3,314,499

 

Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.

 

Details of Subsidiary Undertakings

 

Name of subsidiary

Country of incorporation and place of business

Parent company

Registered capital

Proportion of share capital held

Nature of business

Alecto Holdings International Limited

British Virgin Islands

Alecto Minerals plc

Ordinary shares US$1

100%

Dormant

Alecto Guinea Holdings Limited

British Virgin Islands

Alecto Minerals plc

Ordinary shares US$1

100%

Dormant

Alecto Mauritania Limited

Mauritania

Alecto Holdings International Limited

Ordinary shares MOU 1,000,000

100%

Exploration

AME West Africa Limited

United Kingdom

Alecto Minerals plc

Ordinary shares £100

100%

Dormant

Caracal Gold Mali SARL

Mali

AME West Africa Limited

Ordinary shares XOF 1,526,649,300

100%

Exploration

 

Name of subsidiary

Country of incorporation and place of business

Parent company

Registered capital

Proportion of share capital held

Nature of business

Nubian Gold Exploration Limited

United Kingdom

Alecto Minerals plc

Ordinary shares

£100,000

100%

Exploration

Rift Valley Resources Limited

United Kingdom

Alecto Minerals plc

Ordinary shares

£100,000

100%

Exploration

 

 

9. Available-for-Sale Financial Assets

Group

Company

2013

£

2012

£

2013

£

2012

£

At 1 January

50,000

50,000

50,000

50,000

Net losses transferred to equity

(29,000)

-

(29,000)

-

At 31 December

21,000

50,000

21,000

50,000

Less: non-current portion

(21,000)

(50,000)

(21,000)

(50,000)

Current portion

-

-

-

-

 

All available-for-sale financial assets are UK listed equity securities denominated in Pounds Sterling.

 

Losses of £29,000 (2012: £nil) were due to a change in fair value.

 

 

10. Trade and Other Receivables

Group

Company

2013

£

2012

£

2013

£

2012

£

Prepayments

33,595

14,886

33,595

14,886

Restricted assets

20,192

36,389

-

-

VAT receivable

81,907

19,532

81,907

19,532

Security deposits

8,536

17,703

7,200

7,200

Other receivables

235

1,404

235

1,404

At 31 December

144,465

89,914

122,937

43,022

Less: non-current portion

(20,192)

(36,389)

-

-

Current portion

124,273

53,525

122,937

43,022

 

Trade and other receivables are all due within one year. The fair value of all receivables is the same as their carrying values stated above.

 

The Group has provided bank guarantees as security for the minimum spend requirements on the Mauritanian exploration licences. The guarantees are not released until the end of the licence period. The balance held via bank guarantee at 31 December 2013 is £20,192 (31 December 2012: £36,389) and is included within restricted assets.

 

With the exception of a £1,336 security deposit held within the Group and denominated in Central African Franc, all trade and other receivables are denominated in Pound Sterling. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. At 31 December 2013 all trade and other receivables were fully performing.

 

 

11. Derivative Financial Instruments

Group

Company

2013

£

2012

£

2013

£

2012

£

Equity swaps

250,000

-

250,000

-

 

Included within derivative financial instruments of £250,000 (2012: £nil) are amounts receivable pursuant to an equity swap agreement to be settled across 12 monthly payments based on a formula related to the difference between the prevailing market price of the Company's ordinary shares in any month and a benchmark share price of 1.10 pence. Hence the net funds to be received by the Company are dependent on the future performance price of the Company's ordinary shares.

 

12. Cash and Cash Equivalents

Group

Company

2013

£

2012

£

2013

£

2012

£

Cash at bank and in hand

624,155

848,059

561,229

831,633

 

All of the Company's cash at bank is held with institutions with an AA credit rating.

 

 

13. Trade and Other Payables

 

Group

Company

2013

£

2012

£

2013

£

2012

£

Trade payables

63,470

47,135

63,470

47,135

Other payables

1,250,001

1

1,250,001

1

Accrued expenses

79,537

52,113

64,040

51,842

1,393,008

99,249

1,377,511

98,978

 

Trade payables include amounts due of £13,771 (2012: £25,085) in relation to exploration and evaluation activities.

 

Other payables include £1,250,000 of deferred consideration payable to the former owners of AME West Africa Limited (see Note 25).

 

 

14. Borrowings

 

Group

Company

2013

£

2012

£

2013

£

2012

£

7% convertible loan notes

350,000

-

350,000

-

350,000

-

350,000

-

 

On 4 October the Company issued 350,000 convertible loan notes at a par value of £1 per loan note. Interest accrues daily at a rate of 7% per annum. The loan notes and accrued interest will convert into new ordinary shares in the Company on 4 October 2014 at a conversion price of 1.15 pence per share.

 

The fair value of the current borrowings equals their carrying value, as the impact of discounting is not significant. The fair values are based on cash flows discounted using a rate based on the borrowings rate of 7% (2012: nil%).

 

The Company has determined that the difference between the loan recorded at fair value and the fair value that would be assigned to the liability component, representing the embedded equity option, is not material and therefore has not been included in capital reserves.

 

15. Deferred tax

 

An analysis of deferred tax liabilities is set out below.

Group

Company

 

 

2013

£

2012

£

2013

£

2012

£

Deferred tax liabilities

- Deferred tax liability after more than 12 months

614,780

614,780

-

-

Deferred tax liabilities

614,780

614,780

-

-

 

The gross movement on the deferred tax account is as follows:

Group

Company

 

 

2013

£

2012

£

2013

£

2012

£

At 1 January

614,780

614,780

-

-

Income statement charge/(credit) (Note 22)

-

-

-

-

Acquisition of subsidiary

-

-

-

-

Tax charge relating to components of other comprehensive income (Note 22)

-

-

-

-

As at 31 December

614,780

614,780

-

-

 

The movement in the deferred tax liability during the year is as follows:

 

Group

Company

 

 

Deferred income tax liabilities

Fair value

gains

£

Fair value

gains

£

As at 1 January 2012

614,780

-

Acquisition of subsidiary

-

-

Charged to other comprehensive income (Note 22)

-

-

As at 31 December 2012

614,780

-

As at 31 December 2013

614,780

-

 

The Group has additional capital losses of approximately £440,000 (2012: £440,000) and other losses of approximately £4,293,000 (2012: £2,447,000) available to carry forward against future taxable profits. No deferred tax asset has been recognised in respect of these tax losses because of uncertainty over the timing of future taxable profits against which the losses may be offset.

 

 

 

16. Share Capital

Group and Company

 

 

Number of shares

 

Ordinary shares

£

Share premium

£

Total

£

Issued and fully paid

As at 1 January 2012

194,954,930

1,365,943

5,349,700

6,715,643

Money received for unpaid shares (1)

181,818

14

1,986

2,000

Issue of new shares - 6 March 2012

31,997,346

223,982

331,739

555,721

Issue of new shares - 21 May 2012 (2)

95,000,000

665,000

719,805

1,384,805

Issue of new shares - 7 June 2012 (3)

23,451,613

164,161

178,648

342,809

Issue of new shares - 16 July 2012

12,898,286

90,288

135,432

225,720

As at 31 December 2012

358,483,993

2,509,388

6,717,310

9,226,698

Issue of new shares - 4 October 2013

13,043,478

91,304

58,696

150,000

Issue of new shares - 4 October 2013

108,695,652

760,870

489,130

1,250,000

Issue of new shares - 4 October 2013

8,695,652

60,870

39,130

100,000

Issue of new shares - 6 November 2013 (4)

100,000,000

700,000

190,000

890,000

Issue of new shares - 22 November 2013(5)

5,000,000

35,000

15,000

50,000

As at 31 December 2013

593,918,775

4,157,432

7,509,266

11,666,698

Issued and unpaid

As at 1 January 2012

181,818

14

1,986

2,000

Money received for unpaid shares

(181,818)

(14)

(1,986)

(2,000)

As at 31 December 2012

-

-

-

-

As at 31 December 2013

-

-

-

-

As at 31 December 2012

358,483,993

2,509,388

6,717,310

9,226,698

As at 31 December 2013

593,918,775

4,157,432

7,509,266

11,666,698

 

(1) Includes issue costs of £40,427 (4) Includes issue costs of £60,000

(2) Includes issue costs of £87,695 (5) Includes an implementation fee of £50,000

(3) Includes issue costs of £20,690

 

On 4 October 2013 the Company issued ordinary shares of 0.7 pence each fully paid at 1.15 pence per share as follows:

· 13,043,478 raising £150,000;

· 108,695,652 as consideration for business acquisitions; and

· 8,695,652 on conversion of £100,000 of convertible loan notes.

 

On 6 November 2013 the Company raised £1 million through the issue of 100,000,000 ordinary shares of 0.7 pence each fully paid at 1 penny, per share.

 

On 22 November 2013 the Company issued 5,000,000 ordinary shares of 0.7 pence each fully paid at 1 penny per share as consideration for financing fees.

 

17. Share Based Payments

 

Share options and warrants outstanding and exercisable at the end of the year have the following expiry dates and exercise prices:

Shares

Vesting date

Expiry date

Exercise price in £ per share

2013

2012

22 September 2011

21 September 2013

0.0400

-

1,951,367

1 January 2012

31 December 2016

0.0430

7,550,000

7,550,000

1 January 2013

31 December 2016

0.0480

4,500,000

4,500,000

1 January 2014

31 December 2016

0.0630

2,250,000

2,250,000

21 May 2012

20 May 2014

0.0310

38,000,000

38,000,000

25 June 2012

24 June 2014

0.0310

9,380,645

9,380,645

8 October 2012

7 October 2014

0.0155

5,922,581

5,922,581

6 November 2013

5 November 2016

0.0100

3,000,000

-

70,603,226

69,554,593

 

The Company and Group have no legal or constructive obligation to settle or repurchase the options in cash.

 

The fair value of the share options and warrants was determined using the Black Scholes valuation model. The parameters used are detailed below:

 

2013 Warrants

2012 Warrants

2012 Warrants

2012 Warrants

Granted on:

6/11/2013

21/05/2012

25/06/2012

08/10/2012

Life (years)

3 years

2 years

2 years

2 years

Share price (pence per share)

1p

1.65p

1.75p

1.73p

Risk free rate

2.25%

2.25%

2.25%

2.25%

Expected volatility

17%

12%

11%

11%

Expected dividend yield

-

-

-

-

Marketability discount

20%

20%

20%

20%

Total fair value (£000)

7

-

-

13

 

The expected volatility is based on historical volatility for the six months prior to the date of granting. The risk free rate of return is based on zero yield government bonds for a term consistent with the option life.

 

A reconciliation of options and warrants granted over is shown below:

 

2013

2012

Number

Weighted average exercise price (£)

Number

Weighted average exercise price (£)

Outstanding as at 1 January

69,554,593

0.033

55,452,529

0.007

Expired

(1,951,367)

0.040

(39,201,162)

0.050

Granted

3,000,000

0.010

53,303,226

0.029

Outstanding as at 31 December

70,603,226

0.032

69,554,593

0.033

Exercisable at 31 December

70,603,226

0.032

62,804,593

0.031

 

 

 

2013

2012

Range of exercise prices (£)

Weighted average exercise price (£)

Number of shares

Weighted average remaining life expected (years)

Weighted average remaining life contracted (years)

Weighted average exercise price (£)

Number of shares

Weighted average remaining life expected (years)

Weighted average remaining life contracted (years)

0 - 0.05

0.031

68,353,226

1.05

1.05

0.032

67,304,593

1.76

1.76

0.05 - 0.10

0.063

2,250,000

3.00

3.00

0.063

2,250,000

4.00

4.00

 

No options or warrants were exercised during the period. The total fair value has resulted in a charge to the Income Statement for the year ended 31 December 2013 of £7,148 (2012: £nil) and a charge to Share Premium of £nil (2012: £12,669).

 

 

18. Expenses by Nature

Group

2013

£

2012

£

 

Directors' fees (Note 19)

175,025

184,000

Employee salaries (Note 20)

31,648

34,708

Social security costs (Note 20)

16,754

4,101

Audit & accountancy

37,320

45,970

Consultancy and professional fees

233,452

248,473

Operating lease charges

24,322

34,100

Other establishment expenses

35,074

27,492

AIM related fees

137,636

135,785

Depreciation

27,403

6,963

Travel & subsistence

35,339

125,723

Share option expenses

7,148

4,696

Other expenses

28,092

109,042

Total administrative expenses

789,213

961,053

 

During the year the Group (including its overseas subsidiaries) obtained the following services from the Company's auditors and its associates:

 

Group

2013

£

2012

£

Fees payable to the Company's auditor and its associates for the audit of the Parent Company and Consolidated Financial Statements

30,000

25,000

Fees payable to the Company's auditor and its associates for tax services

1,000

1,000

 

 

19. Directors' Remuneration

Directors' Fees

Options Issued

 

 

2013

£

2012

£

2013

£

2012

£

Executive Directors

Damian Conboy(1)

70,525

90,000

-

-

Mark Jones(2)

7,500

-

-

-

Michael Ware

60,000

20,000

-

-

Non-executive Directors

Toby Howell

49,000

38,000

-

-

Malcolm James(3)

9,000

36,000

-

-

Michael Johnson(4)

22,500

-

-

-

218,525

184,000

-

-

 

(1) Resigned 20 June 2013.

(2) Appointed 2 October 2013.

(3) Resigned 4 April 2013.

(4) Appointed 4 April 2013.

 

No pension benefits are provided for any Director.

 

Of the above Directors' remuneration costs, £43,500 (2012: £nil) has been capitalised in accordance with IFRS 6 as exploratory related costs and are shown as an intangible addition in the year.

 

Included in Directors' Remuneration is £25,525 (2012: £nil) relating to termination benefits.

 

At the end of the year Director fees of £16,250 (2012: £nil) were outstanding to Michael Johnson and £5,000 (2012: £nil) to Michael Ware.

 

 

20. Employees

Group

Staff costs (excluding Directors)

2013

£

2012

£

Salaries and wages

165,977

34,708

Social security costs

25,687

4,101

Pension costs

-

-

191,664

38,809

 

The average monthly number of employees during the year was 5 (2012: 1).

 

Of the above staff costs, £143,262 (2012: £nil) has been capitalised in accordance with IFRS 6 as exploratory related costs and are shown as an intangible addition in the year.

 

 

21. Finance Income

Group

2013

£

2012

£

Interest received from Bank

553

1,699

553

1,699

 

 

22. Income Tax

 

No income tax charge to the Income Statement arises due to the losses incurred. No deferred tax asset has been recognised on accumulated tax losses, as the recoverability of any assets is not likely in the foreseeable future.

 

Group

Income tax expense

2013

£

2012

£

Analysis of tax charge

Current tax charge for the year

-

-

Deferred tax charge for the year

-

-

Tax on loss for the year

-

-

 

The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to the profits of the consolidated entities as follows:

Group

2013

£

2012

£

Loss before tax

(1,242,540)

(1,101,495)

Tax at the applicable rate of 23.25% (2012: 24.5%)

(288,891)

(269,866)

Effects of:

Expenditure not deductible for tax

28,741

16,548

Depreciation in excess of capital allowance/

(capital allowances in excess of depreciation)

2,058

(1,304)

Net tax effect of losses carried forward

214,698

254,622

Utilisation of previously unrecognised tax losses

43,394

-

Tax charge

-

-

 

Due to changes in UK tax legislation the applicable tax rate has changed from 24% to 23% with effect from 1 April 2013.

 

The tax charge relating to components of other comprehensive income is as follows:

 

2013

2012

Before tax

£

Tax charge

£

 

After tax

£

Before tax

£

Tax charge

£

 

After tax

£

Available-for-sale financial assets (note 9)

29,000

-

29,000

-

-

-

Other comprehensive income

29,000

-

29,000

-

-

-

Current tax

Deferred tax (note 15)

 

 

-

-

 

 

-

-

 

No deferred tax asset was recognised on the fair value loss attributable to the available-for-sale financial asset as this was deemed non significant. 

 

23. Earnings per Share

The calculation of earnings per share of (0.306) pence (2012: (0.368) pence) is calculated by dividing the loss attributable to shareholders of £1,242,540 (2012: £1,101,495) by the weighted average number of ordinary shares of 406,179,049(2012: 299,136,603) in issue during the period.

 

In accordance with IAS 33, basic and diluted earnings per share are identical as the effect of the exercise of share options would be to decrease the earnings per share. Details of share options that could potentially dilute earnings per share in future periods are set out in Note 17.

 

The Company is committed to the issuance of ordinary shares to a consultant should certain conditions be met in future periods. The issuance of these ordinary shares could potentially dilute earnings per share. Further details of this arrangement are set out in Note 26(c).

 

 

24. Financial Instruments by Category

 

Group - 31 December 2013

Assets per Statement of Financial Position

Loans and receivables

Assets at fair value through the profit or loss

Available- for-sale

Total

Available-for-sale financial assets

-

-

21,000

21,000

Derivative financial instruments

-

250,000

-

250,000

Trade and other receivables (excluding prepayments)

110,870

-

-

110,870

Cash and cash equivalents

624,155

-

-

624,155

Total

735,025

250,000

21,000

1,006,025

Group - 31 December 2013

Liabilities per Statement of Financial Position

At amortised cost

Total

Borrowings

350,000

350,000

Trade and other payables (excluding non-financial liabilities)

1,393,008

1,393,008

Total

1,743,008

1,743,008

Group - 31 December 2012

Assets per Statement of Financial Position

Loans and receivables

Assets at fair value through the profit or loss

Available- for-sale

Total

Available-for-sale financial assets

-

-

50,000

50,000

Derivative financial instruments

-

-

-

-

Trade and other receivables (excluding prepayments)

75,028

-

-

75,028

Cash and cash equivalents

848,059

-

-

848,059

Total

923,087

-

50,000

973,087

 

Group - 31 December 2012

Liabilities per Statement of Financial Position

At amortised cost

Total

Borrowings

-

-

Trade and other payables (excluding non-financial liabilities)

99,249

99,249

Total

99,249

99,249

 

Company - 31 December 2013

Assets per Statement of Financial Position

Loans and receivables

Assets at fair value through the profit or loss

Available- for-sale

Total

Available-for-sale financial assets

-

-

21,000

21,000

Derivative financial instruments

-

250,000

-

250,000

Trade and other receivables (excluding prepayments)

89,342

-

-

89,342

Cash and cash equivalents

561,229

-

-

561,229

Total

650,571

250,000

21,000

921,571

 

Company - 31 December 2013

Liabilities per Statement of Financial Position

At amortised cost

Total

Borrowings

350,000

350,000

Trade and other payables (excluding non-financial liabilities)

1,377,511

1,377,511

Total

1,725,511

1,725,511

 

 

Company - 31 December 2012

Assets per Statement of Financial Position

Loans and receivables

Assets at fair value through the profit or loss

Available- for-sale

Total

Available-for-sale financial assets

-

-

50,000

50,000

Derivative financial instruments

-

-

-

-

Trade and other receivables (excluding prepayments)

28,136

-

-

28,136

Cash and cash equivalents

831,633

-

-

831,633

Total

859,769

-

50,000

909,769

 

Company - 31 December 2012

Liabilities per Statement of Financial Position

At amortised cost

Total

Borrowings

-

-

Trade and other payables (excluding non-financial liabilities)

98,978

98,978

Total

98,978

98,978

 

25. Business Combinations

 

On 4 October 2013 the Group acquired 100% of the share capital of AME West Africa Limited ("AME") for £2,500,000. AME is registered in England & Wales and wholly owns Caracal Gold Mali SARL ("Caracal") which holds gold exploration licences in the south-west of Mali. As a result of the acquisition the Group is expected to increase its presence in this market and commodity.

 

The goodwill of £239,759 arising from the acquisition is attributable to the expected upside potential of developing the licence areas through further exploration. None of the goodwill is expected to be deductible for tax purposes.

 

The following table summarises the consideration paid for AME (including its 100% owned subsidiary, Caracal Gold Mali SARL) and the fair value of the assets acquired and the liabilities assumed recognised at the acquisition date.

 

Consideration at 4 October 2013

£

Cash

-

Equity instruments (108,695,652 ordinary shares at 1.15 pence per share)

1,250,000

Deferred consideration

1,250,000

Total consideration (Note 8)

2,500,000

 

Recognised amounts of identifiable assets acquired and liabilities assumed

£

Cash and cash equivalents

22,887

Receivables

1,337

Property, plant & equipment (Note 6)

169,892

Goodwill (included within Intangible Assets) (Note 7)

123,727

Exploration assets (included within Intangible Assets) (Note 7)

1,942,398

Total identifiable net assets

2,260,241

Goodwill (Note 7)

239,759

Total consideration

2,500,000

 

The fair value of the 108,695,652 ordinary shares issued as part of the consideration for AME was based on the agreed consideration price of 1.15 pence per share.

 

The deferred consideration arrangement required the Group to pay the former owners of AME £1,250,000 in cash or shares, at the election of the Group, on or before 31 January 2014. On 30 January 2014 the Company issued 79,113,924 ordinary shares of 0.01 pence each fully paid at 1.58 pence per share based on the thirty-day volume weighted average price immediately prior to 31 December 2013.

 

The fair value of the exploration asset of £1,942,398 was estimated by applying a number of valuation metrics which include geological upside potential, mineralogy, market benchmarks and application of local market factors. In the Directors' opinion, the value of the consideration paid to effect the acquisition related primarily to the value of the exploration licence and upside potential representing a price agreed between willing and knowledgeable parties on an arm's length basis. Therefore, the fair value of the consideration transferred, after consideration of tax implications and the removal of the fair value of other identifiable assets acquired, has been used as a basis for valuing the exploration asset acquired.

 

Had AME been consolidated from 1 January 2013, the Group Income Statement would show revenue of £nil and a loss of £1,135,775. Since the acquisition, AME and Caracal have received no revenue and incurred a loss of £245,112.

 

26. Commitments

 

(a) Licence agreements

 

On 23 November 2010 the Group acquired three gold exploration licences, and on 13 December 2010 two uranium exploration licences in Mauritania. These licences are for a period of three years from the date of grant and include commitments to pay annual land royalty fees in the second and third year and adhere to minimum spend requirements. The two uranium exploration licences were not renewed during the year and it has been decided that one gold exploration licence will not be renewed in 2014, hence these licences have been fully impaired.

 

At the end of the licence period the Group has the right to renew the licence or, if a defined resource has been established, apply for a mining licence for the target area. Upon grant of any mining licence the Mauritanian Government will receive a 10% shareholding of the rights and benefits of the licence area. The Mauritanian Government also has the option to purchase an additional 10% of the rights and benefits at the market rate upon granting of the mining licence.

 

On 20 May 2011 the Group acquired Nubian Gold Exploration Limited which owns a gold and related minerals exploration licence in Ethiopia that was issued on 29 April 2011. On 22 November 2011 the Group acquired Rift Valley Resources Limited which owns a gold and related minerals exploration licence in Ethiopia that was issued on 10 August 2011. These licences are for a period of three years from the date of grant and include commitments to pay annual land royalty fees and adhere to minimum spend requirements.

 

On 4 October 2013 the Group acquired AME which via its wholly owned subsidiary Caracal, owns gold and related minerals exploration licences in Mali. With the exception of one licence area which was recently renewed, these licences are in the process of being renewed and once renewed will include commitments to pay annual land royalty fees.

 

At 31 December 2013 the future aggregate minimum royalty fee payments and minimum spend requirements are as follows:

 

Group

Land royalty fees

£

Minimum spend requirement

£

 

Total

£

Not later than one year

27,198

224,135

251,333

Later than one year and no later than five years

6,593

-

6,593

Total

33,791

224,135

257,926

 

(b) Bank guarantees

 

The Group has provided bank guarantees as security for the minimum spend requirements on the Mauritanian exploration licences. The guarantees are not released until the end of the licence period. The balance held via bank guarantee at 31 December 2013 is £20,192 (31 December 2012: £36,389) and is included within restricted assets (Note 10).

 

(c) Capital commitments

 

Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:

 

Group

2013

£

2012

£

Intangible assets

260,000

490,000

 

The Group has entered into a contractual arrangement with O'Connor International Limited ("OCI") for consultancy work in the normal course of trade in respect of the Mauritanian licence areas acquired during the prior years. An amount of £130,000 for each gold licence, £260,000 in aggregate, remains committed under this contract. The payment of this fee is contingent on the issuance of a feasibility study by the Company indicating the economic feasibility for the relevant licence area. These amounts are to be paid via the issuance of new ordinary shares in the Company and will become payable on the date the relevant conditions are met unless the agreement is terminated prior to the conditions being met.

 

The Group has entered into a contractual arrangement with Electrum Limited ("Electrum") in relation to the acquisition of Caracal (refer to Note 25 for more information). Upon the Group establishing a proven and probable JORC compliant reserve greater than 500,000 ounces of gold in respect of the acquired gold exploration licences in south-west Mali the Group is obligated to pay Electrum £1.25 million to be satisfied by the allotment of new ordinary shares in the Company.

 

(d) Royalty agreements

 

As part of the contractual arrangement with OCI noted above, the Group has agreed to pay OCI a royalty on revenue for each gold licence acquired based on the total ounces of gold sold equal to US$1 for every US$250 of the sale price per ounce.

 

These royalties will become payable when the licence areas move into production and resources are sold from any of these areas.

 

(d) Operating lease commitments

 

The Group leases office premises under a non-cancellable operating lease agreement. The lease is on a fixed term of three years. The lease expenditure charged to the Income Statement during the year is disclosed in Note 6.

 

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

 

Group

2013

£

2012

£

 

 

Not later than one year

5,252

18,000

Later than one year but not later than five years

8,608

-

Total lease commitment

13,860

18,000

 

 

27. Related Party Transactions

Consultancy agreement with O'Connor International Limited

OCI, a company controlled by John O'Connor, was a significant shareholder of the Company as at 31 December 2013. In 2010 the Company entered into various agreements with OCI for the provision of consultancy services and licence application fees. In 2010, the Company paid £490,000 of consultancy fees incurred through the issuance of 21,777,778 shares at an issue price of 2.25 pence per share being the fair value of the services provided.

 

In addition to the consultancy fees paid in prior years the Group is also committed to payments in future periods under the terms of the consultancy agreement. Details of these commitments are disclosed in Note 26 (c).

 

Acquisition of AME from Savannah Resources plc

Michael Johnson is the Chairman of Savannah Resources plc ("Savannah") and as disclosed in Note 25 on 4 October 2013 the Group acquired 100% of the share capital of AME from Savannah for, in aggregate, £2.5 million.

 

Loans to Group undertakings

Amounts receivable as a result of loans granted to subsidiary undertakings are as follows:

 

2013

£

2012

£

 

 

Alecto Holdings International Limited

1,400

700

Alecto Mauritania Limited

1,600,662

1,525,352

Nubian Gold Exploration Limited

355,133

195,837

Rift Valley Resources Limited

364,890

252,609

Caracal Gold Mali Sarl

385,152

-

2,707,237

1,974,498

 

Loans granted to subsidiary undertakings during the year comprised the following types of transactions:

 

Cash advances

£

Beneficial payments

£

Consulting services

£

Total

£

 

 

Alecto Holdings International Limited

-

700

-

700

Alecto Mauritania Limited

23,245

15,243

36,822

75,310

Nubian Gold Exploration Limited

62,042

35,687

61,567

159,296

Rift Valley Resources Limited

17,370

33,344

61,567

112,281

Caracal Gold Mali Sarl

218,174

83,565

83,413

385,152

320,831

168,539

243,369

732,739

 

These amounts are interest free and repayable in Sterling when sufficient cash resources are available in the subsidiaries.

 

All intra Group transactions are eliminated on consolidation.

 

Other transactions

Mulwol International Limited, a company of which Wondimu Yoahnnes is a director and beneficial owner and who was a significant shareholder of the Company as at 31 December 2013, was paid a fee of £33,000 (2012: £33,000) for consulting services provided to the Company and £10,000 (2012: £10,000) for consulting services provided to Nubian Gold Exploration Limited and Rift Valley Resources Limited. A balance of £11,699 was outstanding at the year-end (2012: £nil).

 

J Cubed Ventures Limited, a company of which Mark Jones is a director and beneficial owner, was paid a fee of £52,500 (2012: £nil) for consulting services provided to the Company. A balance of £9,000 was outstanding at the year-end (2012: £nil).

 

On 25 November 2013 at the request of a warrant holder, the Company transferred 2,375,000 pre-existing warrants to Michael Ware. The warrants have a pre-existing exercise price of 1.55 pence and are valid until 7 October 2014.

 

28. Ultimate Controlling Party

The Directors believe there to be no ultimate controlling party.

 

29. Events after the Reporting Date

On 8 January 2014 at a General Meeting of the Company shareholders approved a share capital reorganisation to sub-divide and re-designate each of the issued ordinary shares of 0.7 pence in the capital of the Company into sixty-nine deferred shares of 0.01 pence each and one ordinary share of 0.01 pence each.

 

On 17 January 2014 the Company raised £1,500,000 (gross) through the issue of 100,000,000 new ordinary shares of 0.01 pence each at a price of 1.5 pence per share.

 

On 23 January 2014 the Company granted 7,000,000 options to Michael Johnson exercisable at 1.58 pence and valid for three years from, and exercisable six months after, the date of grant.

 

On 30 January 2014 the Company issued 79,113,924 new ordinary shares of 0.01 pence each fully paid at 1.58 pence per share as deferred consideration for the acquisition of AME, as per the announcement on 17 September 2013. On the same date the Company appointed Strand Hanson Limited as its Nominated Adviser.

 

On 28 March 2014 the Company acquired the entire issued share capital of NewMines Holdings Limited ("NewMines") from Savannah. NewMines controls, through its wholly owned subsidiary Tobon Tondo SARL, exploration licences in the Republic of Mali.

 

Notes to editors:

Alecto Minerals plc is an African focussed, gold and base metal exploration and development company quoted on AIM.

 

The on-going development of the Kossanto Gold Project in Mali is the Company's predominant focus and with significant value upside potential evident across the tenure, the Board plans to continue to build on its increased total inferred resource estimate of 193,000 ounces of gold for Gourbassi. Alecto also has a joint venture with Centamin plc over two prospective gold exploration licences in Ethiopia, under which Alecto retains exposure to such assets with no capital expenditure obligations, as well as the wholly owned Wad Amour IOCG Project in Mauritania which is at an exploration stage. Combined, these projects provide the Company with a strong, diversified portfolio with exciting exploration upside potential.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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