Arc Minerals Regulatory News (ARCM)

25 September 2015

ORTAC RESOURCES LTD

("Ortac" or the "Company")

FINAL RESULTS

The Board of Ortac Resources Ltd, the AIM listed exploration and development company focussed on natural resource projects, announces its Final Results for the year ended 31 March 2015.

Highlights

· A pre tax loss of £1.333m (2014: £1.768m) and a loss per share of 0.05 pence (2014: 0.08 pence), in line with expectations and reflecting cost rationalisation implemented during the year;

· Raised a further 300,000,000 ordinary shares of no par value over the period December 2014 - January 2015. Shares issued at a price of 0.10 pence per share, for a cash consideration of £300,000 before share issue costs;

· Implemented cost rationalisation programs, both in Slovakia and London, with cash savings of more than 30% relative to the prior year.

· Strategic alliance with Andiamo Exploration Ltd ("Andiamo") deepened by increasing our stake from 18% to a 25% stake- at a cost of £305,000, with a position on the Andiamo Board and with the investment now treated as an associate;

· Investment into Zamsort Limited ("Zamsort") by way of a secured US$600,000 convertible loan note (with conversion rights to 10.7% of Zamsort's equity), and with an option to invest a further US$ 600,000 by way of a further secured convertible loan note;

· Cash and cash equivalents as at 31 March 2015 were £498,000;

· 100% owned Šturec deposit: First phase of trial underground mining activity completed, with material extracted and tested and processed using non cyanide processing technologies with encouraging results. Trial mining paused, but remains valid until the summer 2017 and until 2018 once mining resumes; and

· Andiamo investment: A new volcanogenic massive sulphide ore ("VMS") at an area known as Hoba appears to have been confirmed following a drilling program. Work on establishing a Maiden JORC code compliant resources estimate at Yacob Dewar now close to completion.

Post year-end highlights

· Raised a further 706,000,000 ordinary shares of no par value in July 2015. Shares issued at a price of 0.085 pence per share, for a cash consideration of £600,000 before share issue costs; and

· Zamsort: Invested a further US$600,000 by way of a secured convertible loan note (with conversion rights to increased from 10.7% to 19.35%of Zamsort's equity.

Anthony Balme, Chairman at Ortac, commented: "Over the last 12 months your Company has achieved most of the milestones we set ourselves: firstly, we have raised more capital and cut costs; further, we have broadened our portfolio of projects, to encompass minerals other than gold and to reduce our reliance on Slovakia. These are strategic decisions which we feel will strengthen the Company and we are confident that the potential value of your investments will be reflected in the Company's future share price."

ENDS

For further enquiries:

CHAIRMAN'S STATEMENT AND OPERATIONS AND FINANCE REVIEW

Chairman's Statement

This past period has not been easy for those in the exploration and development of natural resources, but I am pleased to be able to report that your Company has progressed on with its projects and added new opportunities to its portfolio with the objective of delivering shareholder value.

Of particular note has been the Company's investment in Zamsort Limited ("Zamsort"), which has very attractive assets for copper, cobalt and other base metals in the Zambian copper belt. Its large licence of approximately 1,000 sq km is situated in the Zambia's North-Western province and is respectively 40 km and 100km to the west of the recent mines developed by First Quantum and Equinox (acquired by Barrick Gold for approximately US$ 7bn in 2011). The last time Zamsort's ground was explored was by Anglo-American/Equinox ("Zamanglo JV") in the late 1990s. Since then only limited work has been carried out, mainly on the 4 sq km mining license area where mining has been carried out intermittently over the last 10 years.

The Group's wholly owned asset is its Šturec project located at the historical Kremnica mining town in Slovakia, just 200 km east of Vienna with approximately 1m ounces of gold in situ at the historical Kremnica mining town in Slovakia, just 200 km east of Vienna. This is a relatively high grade prospective mine, with good potential for both surface and underground mining in the neighbourhood. This is demonstrated by the success of a small underground mine 30 km to the south-west of Kremnica, operated by a local company. Development at the Šturec project has been frustrated by a local residents group who have campaigned against the recommencement of mining operations. Our proposals meet the highest standards of environmental protection as established at EU level and we feel that ultimately this will convince the key responsible organisations that this is a sensible project and one that will generate jobs and revenue for the region and re-establish this core industry for the decades ahead.

Given changes in commodity prices and exchange rates in recent times, the Group has undertaken an internal re-examination of the 2013 Pre-Feasibility Study (completed by SRK Ltd) to reflect changes in economics since the original study was published in May 2013. The main changes to the cost side of the equation are:

● 10% decrease in capex for labour and construction materials wholly sourced in Slovakia, to reflect Euro deflation against the dollar;

● 5% decrease in process mechanical equipment sourced from outside Slovakia, to reflect global mining and steel price reduction;

● No change to mobile equipment costs;

● 10% decrease in fuel, electricity and labour costs, to reflect Euro deflation; and

● 10% decrease in grinding media cost, to reflect reduction in steel prices.

The above reduces:

● pre-production capex from US $ 121.5m to US $ 115.2m;

● total life of mine capex from US $ 146.1 to US $ 142.4m;

● C1 cash operating cost (excluding royalty) from US $ 544/oz to US $ 530/oz.

The revised model was run at a gold price of US$ 1,200 and returned an NPV of US$ 111m at an 8% discount rate, with an IRR of 23%.

Turning now to our strategic investment into Andiamo Exploration Limited ("Andiamo"), it has continued with its work to establish a Maiden JORC code complaint Resource Estimate at Yacob Dewar. Furthermore its partner, Environminerals East Africa Ltd, progressed with its exploration work, in the north of Andiamo's Haykota license area, and carried out a 1,000m drilling program targeting a volcanogenic massive sulphide ore deposit ("VMS") system at an area known as Hoba, 20 km to the southwest of Nevsun Resources' recent Ashelli discovery, near its Bisha mine.

We await full results from both the work at Yacob Dewar and Hoba, but it can be said that at Hoba it appears a new VMS system has been confirmed.

Financial & Corporate Overview

During the period 1 April 2014 to date, and showing commitment to the Company, the Directors acquired a further 98.8 million shares in the Company (2014: 17.5 million) with their holdings now representing 9.76% (2014: 9.77%) of the issued share capital of Ortac.

During the period 1 April 2014 to date and through three placings in December 2014, January 2015 (both placings at 0.1 pence per share), and July 2015 (placing at 0.085 pence per share) we issued a further 1,006 million (approximately) ordinary shares of no par value, (2014: 300 million) for a cash consideration of £900,000 before share issue costs, and of this amount the Directors personally subscribed for 89.1 million shares (2014:35 million shares).

In addition to the above, in February 2014 the Company issued 10.6m shares by way of fee and bonus to former advisers and consultants at an effective price of 0.132 pence per share.

In line with expectations and reflecting cost cutting measures, we report a pre tax loss of £1.333 m (2014: loss of £1.768m) and a loss per share of 0.05 pence (2014: 0.08 pence).

Outlook

In the backdrop of challenging markets for resource companies in general, Ortac has now diversified its portfolio from both a country and commodity perspective in order to reduce risk exposure and we believe the Group is now well poised to capitalise on a recovery in the sector.

The focus has been on higher grade and near term production opportunities along with the potential for making world class discovery and we are confident that the potential value of your investments will eventually be reflected in the Company's share price.

I would like to take this opportunity to thank both the staff and management at Ortac for their support and understanding during this difficult period and finally our shareholders, whose patience and commitment is essential for the Group's future.

Anthony Balme

Chairman

24 September 2015

FINANCIAL STATEMENTS

Group Statement of Comprehensive Income for the year ended 31 March 2015

The notes below are an integral part of these consolidated financial statements

Company Statement of Comprehensive Income for the year ended 31 March 2015

The notes below are an integral part of these consolidated financial statements

Group Balance Sheet as at 31 March 2015

These financial statements were approved by the Board of Directors on 24 September 2015 and signed on its behalf by:

The notes below are an integral part of these consolidated financial statements

Company Balance Sheet as at 31 March 2015

These financial statements were approved by the Board of Directors on 24 September 2015 and signed on its behalf by:

The notes below are an integral part of these consolidated financial statements

Group Statement of Cash Flows for the Year ended 31 March 2015

There were no material non-cash items.

The notes below are an integral part of these consolidated financial statements

Company Statement of Cash Flows for the Year Ended 31 March 2015

The notes below are an integral part of these consolidated financial statements

Group Statement of Changes in Equity for the Year ended 31 March 2015

Share capital: This represents the nominal value of equity shares in issue and is nil as the share have a nil par value.

Share premium: This represents the premium paid above the nominal value of shares in issue.

Foreign exchange reserve: This reserve represents exchange differences arising from the translation of the financial statements of foreign subsidiaries and the retranslation of monetary items forming part of the net investment in those subsidiaries.

Share-based payments reserve: This represents the value of share-based payments provided to employees and Directors as part of their remuneration and provided to consultants and advisors hired from time to time as part of the consideration paid. The reserve represents the fair value of options and performance share rights recognised as an expense. Upon exercise of options or performance share rights, any proceeds received are credited to share capital and share premium.

Retained earnings: This represents the accumulated profits and losses since inception of the business and adjustments relating to options and warrants.

The notes below are an integral part of these consolidated financial statements

Company Statement of Changes in Equity for the Year ended 31 March 2015

Share capital: This represents the nominal value of equity shares in issue and is nil as the shares have a nil par value.

Share premium: This represents the premium paid above the nominal value of shares in issue.

Share-based payments reserve: This represents the value of share-based payments provided to employees and Directors as part of their remuneration and provided to consultants and advisors hired from time to time as part of the consideration paid. The reserve represents the fair value of options and performance share rights recognised as an expense. Upon exercise of options or performance share rights, any proceeds received are credited to share capital and share premium.

Retained earnings: This represents the accumulated profits and losses since inception of the business and adjustments relating to options and warrants.

The notes below are an integral part of these consolidated financial statements

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

a. General Information and Authorisation of Financial Statements

The Company is registered in the British Virgin Islands under the BVI Business Companies Act 2004 with registered number 1396532. The Company's ordinary shares are traded on the AIM Market operated by the London Stock Exchange.

The principal activity of the Company during the year was that of a holding company for a group engaged in the identification, evaluation, acquisition and development of natural resource projects.

The Group Financial Statements of Ortac Resources Limited for the year ended 31 March 2015 were authorised for issue by the Board on 24 September 2015 and the Balance Sheets were signed on the Board's behalf by Mr. Anthony Balme and Mr. Vassilios Carellas.

The financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS"), IFRIC interpretations as adopted by the European Union. The financial information has been prepared under the historical cost convention, as modified by revaluations of financial assets and financial liabilities at fair value through the statement of comprehensive income. Details of the accounting policies applied are set out in the financial statements for the year.

The financial information set out in this announcement does not constitute audited financial statements for the year ended 31 March 2015. The financial information for the year ended 31 March 2014 is derived from the accounts for that year which have been delivered to shareholders. The auditors reported on those accounts: their report was unqualified and did not draw attention to any matters by way of emphasis.

The financial information for the year ended 31 March 2015 is derived from the financial statements, but does not constitute the Group's financial statements. The Company's auditors have reported on the financial statements for the year ended 31 March 2014 and their report is unqualified, but, with the following emphasis of matter.

Emphasis of matter - Going concern

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 1f to the financial statements concerning the Company's ability to continue as a going concern. The Group incurred a net loss of £1,333,000 during the year ended 31 March 2015 and, at that date, the Group's net assets amounted to £13,588,000, which comprise almost entirely non-current assets, and the Group's net current assets were £781,000. These conditions, along with the other matters explained in note 1f to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.

b. Statement of Compliance with IFRS and new standards, amendments and interpretations adopted during the year

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Financial Statements are listed below. The Company and Group intend to adopt these standards, if applicable, when they become effective. Unless stated below, there are no IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the group.

· IFRS 9, Financial instruments

· IFRS 14, Regulatory deferral accounts IFRS 15, Revenue from contracts with customers

· Amendment to IAS 19, Employee contributions

· Amendment to IFRS 11, Accounting for acquisitions of interests in joint operations

· Amendments to IAS 16 and IAS 38, Clarification of acceptable methods of depreciation and

· Amendment to IFRS 10, IFRS 12 and IAS 28, Investment entities, applying the consolidation exemption

· Amendments to IAS 1, Disclosure initiative

· Amendments to IAS 27, Equity method in separate financial statements

· Amendments to IFRS 10 and IAS 28, Sale of contribution of assets between an investor and its associate or joint venture

· Annual Improvements 2010 - 2012 Cycle

· Annual Improvements 2011 - 2013 Cycle

· Annual Improvements 2012 - 2014 Cycle

Whilst the Directors do not anticipate the adoption of these standards and interpretation in future reporting periods will have a material impact on the Group's financial statements, they have yet to complete their full assessment in relation to the impact of IFRS 9 and IFRS 15.

The following standards were adopted by the Group during the year;

IFRS 10 Consolidated financial statements

IFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes introduced by IFRS 10 required management to exercise judgement to determine which entities are controlled and, therefore, are required to be consolidated. The Group has applied IFRS 10 retrospectively in accordance with the transition provisions of IFRS 10. There is no material impact on the Group as a result of applying this standard.

There has been no material impact on the financial statements as a result of the adoption of IFRS 11, 12, IAS 27 and IAS 28 other than in relation to disclosure.

c. Basis of Preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRSIC) as adopted by the European Union.

The consolidated financial statements have been prepared on the historical convention, as modified by the measurement to fair value of available-for-sale financial assets as described in the accounting policies below.

The financial information is presented in Pounds Sterling (£) and all values are rounded to the nearest thousand Pounds Sterling (£000's) unless otherwise stated.

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied unless otherwise stated.

d. Basis of Consolidation

The consolidated Financial Statements consolidate the Financial Statements of Ortac Resources Limited and the audited Financial Statements of its subsidiary undertakings made up to 31 March 2015.

Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the 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.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

e. Associates

Associates are entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The Group's investment in associates includes any goodwill identified on acquisition.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.

The Group's share of post-acquisition profit or loss is recognised in the statement of comprehensive income, and its share of post-acquisition movements is recognised in the other comprehensive income section of the statement of comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the group's share of losses in an associate equals or exceeds its interest in the associate, including any unsecured receivables, the group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

The group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amounts of the associate and its carrying value and recognises the amount adjacent to 'share of profit/loss of associates' in the statement of comprehensive income.

Gains and losses resulting from upstream and downstream transactions between the Group and its associates are recognised in the Group's financial statements only to the extent of unrelated investor's interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

Dilution gains and losses arising in investments in associates are recognised in the statement of comprehensive income.

f. 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; in addition note 23 to the Financial Statements includes 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, an operating loss has been reported and an operating loss is expected in the 12 months subsequent to the date of these financial statements, the Directors believe, having considered all available information including cash flows prepared by management, that the Group, having raised £600,000 in July 2015, has sufficient funds to meet its expected committed and contractual expenditure, and are confident that they will be able to raise additional funding to provide additional working capital to continue its current exploration programme as well as additional works.

Based on the Board's assessment that the cash flow budgets can be achieved and that the necessary funds will be raised, 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 for the year ended 31 March 2015.

Should the Group be unable to continue trading, adjustments would have to be made to reduce the value of the assets to their recoverable amounts, to provide for further liabilities which might arise and to classify fixed assets as current.

The Financial Statements do not include any adjustments that may be required should the Group be unable to continue as a going concern. If the Group were unable to continue as a going concern, then adjustments would be necessary to write assets down to their recoverable amounts, non-current assets and liabilities would be reclassified as current assets and liabilities and provisions would be required for any costs associated with closure.

Going concern is referred to in the auditor's report as an emphasis of matter without any modification of opinion.

g. Business combinations

The acquisition of subsidiaries in a business combination is accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 "Non Current Assets Held for Sale and Discontinued Operations", which are recognised and measured at fair value less costs to sell.

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.

Any interest of non-controlling interests in the acquiree is initially measured at the minority's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised. There are no minority/non- controlling shareholders of subsidiaries.

h. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer, the Group's chief operating decision-maker.

i. Contingent consideration

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity. See note 26 below.

j. Foreign currencies

The Group and Company's functional and presentational currency is Pounds Sterling. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. At present the functional currency of all of the Slovakian subsidiaries is Euro.

The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

· monetary assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

· income and expenses for each statement of comprehensive income presented are translated at average exchange rates; and

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

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 cumulative exchange differences are subsequently reclassified in the income statement as part of the gain or loss on sale.

k. Taxation

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.

There has been no tax credit or expense for the period relating to current or deferred tax.

l. Intangible assets

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets, liabilities and contingent liabilities of the acquired subsidiary at the date of acquisition. Goodwill arising on the acquisition of subsidiaries is included in 'intangible assets'. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Exploration and evaluation assets

Exploration and development costs are carried forward in respect of areas of interest where the consolidated entity's rights to tenure are current and where these costs are expected to be recouped through successful development and exploration, or by sale. Alternatively, these costs are carried forward while active and significant operations are continuing in relation to the areas of interest and it is too early to make reasonable assessment of the existence or otherwise of economically recoverable reserves. When the area of interest is abandoned, exploration and evaluation costs previously capitalised are impaired.

In accordance with the full cost method, costs incurred by the Company on behalf of its subsidiaries and associated with mining development and investment are capitalised on a project-by-project basis pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads. If a mining development project is successful, the related expenditures will be written-off over the estimated life (useful economic life) of the commercial ore reserves on a unit of production basis. Impairment reviews are carried out regularly by the Directors of the Company. Where a project is abandoned, or is considered to be of no further commercial value, the related costs will be written off to the Statement of Comprehensive Income.

The recoverability of deferred mining costs and mining interests is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposal of recoverable reserves.

m. Significant accounting judgements, estimates and assumptions

Critical Accounting Estimates and Judgements

The preparation of financial statements using accounting policies consistent with IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of income and expenses. The preparation of financial statements also requires the Directors to exercise judgement in the process of applying the accounting policies. Changes in estimates, assumptions and judgements can have a significant impact on the financial statements.

Critical accounting estimates

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively from the period in which the estimates are revised. The following are the key estimate and assumption uncertainties that have a significant risk of resulting in a material adjustment within the next financial year:

i) Impairment of Intangible assets

Exploration and evaluation costs have a carrying value at 31 March 2015 of £11,418,000 (2014: £12,084,000). Management tests annually whether exploration projects have future economic value in accordance with the accounting policy stated in note u. below). Each exploration project is subject to an annual review. When there are indications that an asset may be impaired, the Group is required to estimate the asset's recoverable amount. Recoverable amount is the greater of value in use and fair value less costs to sell. Determining the value in use requires the Group to estimate expected future cash flows associated with the asset and a suitable discount rate in order to calculate present value. If this proves to be incorrect and the project does not have any value, the exploration and evaluation costs will be written off to the Statement of Comprehensive Income.

Goodwill has a carrying value at have a carrying value at 31 March 2015 of £270,000 (2014: £270,000). The Group tests annually whether goodwill has suffered any impairment. Management has concluded that there is no impairment charge necessary to the carrying value of goodwill.

Further information as to the impairment review carried out by the Directors can be found in notes 5 and 12.

ii) Contingent Liability

As referred to in note 26, the contingent consideration arrangement requires Ortac Resources UK Limited to pay vendor royalties of up to US$3,750,000 -£2,414,370- at 31 March 2015 (2014: £2,253,335) in either shares or cash-being $15 per ounce on the first 250,000 ounces of gold equivalent (gold plus silver) resource defined as proven and probable reserve in the bankable feasibility study. This will become payable within 60 days of all required permits being obtained to allow commercial production at the Kremnica property.

The fair value of the above have been determined on the basis that the Directors are confident that the resource threshold referred to above will be exceeded, and in which case the carrying value is the maximum vendor royalties payable, as translated at year end US$/ Sterling exchange rates.

The Directors estimate that the carrying value of contingent consideration would be £ 75,298 lower/higher (2014: 65,726) if the US$ exchange rate was to change by 5% from its year end rate.

n. Finance income

Finance income consists of bank interest on cash and cash equivalents which is recognised as accruing on a straight line basis, over the period of the deposit. There is no finance income in respect of the available for sale financial assets.

o. Cash and cash equivalents

Cash and Cash Equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

p. Inventories

Inventories largely consist of operational and maintenance consumables held and are stated at the lower of cost and net realisable value ("NRV"). Cost is determined using the first-in, first-out ("FIFO") method. NRV is the estimated selling price in the ordinary course of business, less applicable selling expenses.

q. Trade and other receivables

Trade receivables, which generally have 15-day terms, are recognised initially at cost, being their initial fair value. These are classified as loans and receivables, and so are subsequently carried at cost using the effective interest method. The Directors are of the view that such items are collectible and no provisions are required.

r. Investments

Investments in subsidiary undertakings are stated at cost less any provision for impairment in value, prior to their elimination on consolidation.

s. Financial instruments

The Group's financial instruments are classified as loans and receivables and available for sale financial assets. The classification depends on the purpose for which the financial instruments were acquired. Management determines the classification of its financial instruments at initial recognition.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, and comprise trade and other receivables and cash and cash equivalents (see separate accounting policies for these items).

Available-for-sale financial assets are non-derivatives that are not included in any other category, and comprise current asset investments. They are initially recognised at fair value plus transaction costs, and are subsequently carried at fair value with changes in fair value being recognised in other comprehensive income.

Trade and other payables are classified as financial liabilities, and are initially recognised a cost, being its fair value, and subsequently measured at amortised cost using the effective interest method. Any interest is recognised as a finance cost within the Statement of Comprehensive Income.

There is no material difference between the carrying values and fair value of the Group's financial instruments.

t. Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.

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:

· Office equipment 20% or straight line over the period of the lease- whichever is the lesser;

· Field equipment - between 5% and 25%

All assets are subject to annual impairment reviews.

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 replacement part is derecognised. All other repairs and maintenance are charged to the Statement of Comprehensive Income during the financial period in which they are incurred.

The asset's residual value and useful economic lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying value is written down 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 the Statement of Comprehensive Income.

u. Impairment of assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount.

An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use. This is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, and the asset's value in use cannot be estimated to be close to its fair value. In such cases, the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, it is considered impaired and is written down to its recoverable amount.

In assessing value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset, unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Statement of Comprehensive Income unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

v. Trade and other payables

Trade and other payables are carried at amortised cost under the effective interest method and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.

w. Share-based payments

The Group provides benefits to senior personnel, consultants and advisors of the Group in the form of share-based payments, whereby such parties render services in exchange for shares or rights over shares (equity-settled transactions).

The cost of these equity-settled transactions with such parties is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using a Black-Scholes model.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Ortac Resources Limited (market conditions) if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant party become fully entitled to the award (the vesting period).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects:

(i) the extent to which the vesting period has expired and;

(ii) the Group's best estimate of the number of equity instruments that will ultimately vest.

No adjustment is made for the likelihood of market performance conditions being met, as the effect of these conditions is included in the determination of fair value at grant date. The charge to the Income Statement for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings/ (loss) per share.

x. 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 Statement of Comprehensive Income on a straight-line basis over the period of the respective leases.

y. Earnings per share

Basic Earnings per share is calculated as profit attributable to equity holders of the parent for the period, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element.

2. Segmental analysis

Segment information has been determined based on the information reviewed by the Board, being the Group's chief operating decision-maker, for the purposes of allocating resources and assessing performance. No revenue is currently being generated.

Head office activities are mainly administrative in nature and are located in the UK/BVI whilst the activities in Slovakia relate to exploration and evaluation work.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

3. Other operating income

4. Expenses by nature

Establishment expenses includes £46,731 (2014: £46,780) relating to operating lease payments in connection with the Group's rental of office space in London.

Auditor's remuneration includes £10,000 (2014: £24,000) relating to the audit of the subsidiary companies. Professional fees include £7,462 (2014: £3,375) relating to non-audit related fees paid to the Group's auditors.

5. Impairment

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 no impairment of exploration and evaluation assets was necessary as at 31 March 2015 (2014: £nil) and that no impairment of goodwill was required either (2014: £nil).

6. Employee information

The average number of persons employed in the Group, including Executive Directors, was:

7. Taxation

Taxation reconciliation

The charge for the year can be reconciled to the loss per the consolidated statement of comprehensive income:

The deferred tax asset has not been provided for in accordance with IAS 12. The Group does not have a material deferred tax liability at the year end.

The weighted average applicable tax rate used is a combination of the rates used in the BVI, UK and Slovakia.

8. Dividends

No dividends were paid or are proposed (2014: nil).

9. Directors' remuneration

No pension benefits are provided for any Directors.

10. Earnings per share

The calculation of Earnings per share is based on the loss attributable to equity holders divided by the weighted average number of share in issue during the year.

As the inclusion of potential Ordinary shares would result in a decrease in the earnings per share, they are considered to be anti-dilutive. As such, diluted and basic earnings per share are the same.

11. Finance income

12. Intangible assets

The net book value is analysed as follows:

Exploration projects carried out by the subsidiaries are at an early stage of development and can be split into two categories:

1. Those based upon JORC or JORC compliant resource estimates which enable value in use calculations to be prepared: A reclassification of resource estimates undertaken in 2012 by a leading group of mining consultants led to the announcement of maiden JORC Ore Reserves for the Šturec Deposit with 13.97Mt of ore at a grade of 1.70g/t Au and 14.22g/t Ag (1.90g/t Au Equivalent) classified in the Proven and Probable categories, giving an open pit Ore Reserve of 873,000oz of gold equivalent (28 tonnes). Subsequently, a Pre-Feasibility Study, carried out by a leading practice of mining consultants, of the Šturec Project announced on 8 April 2013 further confirmed the economic feasibility of the Šturec project: which based upon a metals price of (at US$1,343/oz Au Eq net price) and a discount rate of 8% gave an NPV of US$195m (post tax US$145m) and Internal Rate of Return ('IRR') of 30%. Gold prices are presently close to this price.

As regards the status of the mining license, as previously reported in June 2014 and following an application which was approved by the Slovak Authorities, a program of trial underground mining was started, which plans to extract 4,000 tonnes of ore over the three year period till 2017, and this in the context of its Mining License Area, which remain valid until 2018 and confirmation from the relevant authorities that Ortac holds both underground and surface mining rights to the Kremnica Mining License Area.

To date some 500 tonnes of ore has been successfully mined and from this, bulk samples have been extracted and tested using non cyanide processing technologies, with encouraging results. At the same time Ortac has paid royalties to the Slovak State on the ore extracted.

With the Slovak Republic having now banned the use of cyanide leaching technology in the processing of minerals, Ortac's work on alternative processing is opportune and indeed as previously announced, 20 tonnes of material mined from the Šturec Deposit was sent for pilot scale tests utilising a potential alternative gold recovery process, with encouraging results, that the Board believes will be economic. Ortac is therefore optimistic that a more eco friendly process will be developed.

2. Those other projects, for which no JORC or non-JORC compliant resource estimates, are available to enable value in use calculations to be prepared. Given that these projects are at an early stage, and are unlikely to be pursued and with preliminary results indicating modest returns, the Directors have continued with the policy of expensing the exploration costs incurred on these projects during the year.

An impairment review of exploration and evaluation assets and goodwill is carried on out an annual basis in order to ensure that each is valued at the lower of cost and recoverable amount. Following their assessment the Directors concluded that no impairment of exploration and evaluation assets was necessary as at 31 March 2015 (2014: £nil) and that no impairment of goodwill was required either (2014: £nil).

13. Property, plant and equipment

Depreciation charges for the year ended 31 March 2015 of £31,000 (2014: £27,000) have been charged to "administrative expenses".

14. Investment in subsidiaries

At 31 March 2015 the Company held 100% of the share capital of the following wholly owned subsidiary companies:

* Wholly owned subsidiary of Ortac Resources (UK) Limited.

On 1 April 2014, the Bellmin s.r.o, and G.B.E s.r.o both previously 100% owned by Ortac Resources (UK) Limited where merged into St. Stephans Gold s.r.o. One the same day Kremnica Gold s.r.o also previously 100% owned by Ortac Resources (UK) Limited was merged into Ortac s.r.o.

15. Investment in associate

On 20 April 2014, Ortac Resources Limited increased its investment in Andiamo from 18.47% to 25.37%, which resulted in the investment being reclassified from an available-for-sale holding to an associate.

Andiamo is involved in the exploration of gold and other minerals in Eritrea. The investment in this company is part of a move to diversify Ortac's project portfolio. In accordance with IAS 28 the figures used in respect of Andiamo relate to 31 December 2014 as the year end is not co-terminous with that of Ortac. No significant events occurred at Andiamo between 31 December 2014 and 31 March that would have had a material effect on the Group's results.

The carrying value of the associate is £904,000 and it is determined as follows: