Atalaya Mining Regulatory News (ATYM)

28 Sep 2005 07:02

Eastern Mediterranean Res. Pblc LD28 September 2005 28 September 2005 Eastern Mediterranean Resources Public Limited ("EMED" or "the Company") Interim Results to 30th June 2005 The Board of Eastern Mediterranean Resources Public Limited (AIM:EMED) announcesunaudited interim results to 30thJune 2005: The principal activity of the Company is to explore for and develop naturalresources, with a focus on base and precious metals, especially copper and gold.Geographically it is focused on the regions of Central Europe, Eastern Europe,Western Asia and Middle East ("Eurasia"). Highlights • Listed on AIM on 9th May 2005,• Cyprus project: o Completed the GIS (Geographic Information System), by digitising and integrating all historical databases and verifying data; o Completed the prospectivity map, selecting the best target-areas out of the initially identified 50 anomalies; o Completed preliminary geological mapping of target areas and consequential reinterpretation utilising the GIS; o Awarded contracts for ground geophysical surveys in September quarter, and o Invited contract tenders for drilling in December quarter Post 30th June Highlights • Exploration licences granted in Slovakia• Commenced detailed geophysical surveys in Cyprus Mr Anagnostaras-Adams, EMED's Managing Director, said: "It has been an excitingnine months for us. Since listing on AIM we have completed the GIS, preliminarygeological mapping as well as completing the prospectivity map in our Cyprusproject. We remain on target with our exploration programme and look forward tothe next stage of our development. " Enquiries: Eastern Mediterranean Resources Nabarro Wells Parkgreen CommunicationsAristidis (Harry) Anagnostaras-Adams Nigel Atkinson / David Nabarro Justine Howarth / Ana Ribeiro+357 9945 7843 +44 (0)20 7710 7400 +44 (0)20 7493 3713 www.emed-resources.com Half Yearly Financial Report to 30 June 2005 Report From The Managing Director Finance Eastern Mediterranean Resources Public Limited ("EMED") was incorporated inCyprus in September 2004 and listed on the Alternative Investment Market ("AIM")of the London Stock Exchange in May 2005. This followed the successful initialpublic offering of 28,155,555 shares at 8p to raise £2.25 million. This is EMED's first interim financial report and should be read in conjunctionwith the Company's AIM Admission Document. As at 30 June 2005, EMED had working capital of £1,900,905. Since incorporationin September 2004, EMED has incurred exploration expenditure of £291,519 and netoperating expenditure of £182,933 which principally comprised costs associatedwith the initial public offering. EMED has taken a very conservative approach in its accounting policy towardsexploration expenditure: all such expenditures are written off on acquisition orwhen incurred. This policy is a major factor in EMED recording a net loss forthe period of £1,059,751 after minority interests. This loss is after havingtaken into account the write-off of the acquisition cost to EMED of historicalexploration costs carried in the books of subsidiary Eastern MediterraneanMinerals (Cyprus) Limited: - Acquisition cost to EMED of historical exploration costs of Eastern Mediterranean Minerals (Cyprus) Limited £585,299- Exploration Expenditure to 30 June 2005 £291,519- Net Operating Expenditure for the period £182,933- Loss for the period £1,059,751 The attached unaudited financial statements have been reviewed by auditors MooreStephens. Operational Update Cyprus: Copper exploration programs in Cyprus are proceeding in accordance with thepublished schedule with deep-penetrating geophysics on initial target zonesnearing completion and drilling of initially short-listed prospects scheduled tocommence shortly. Slovakia: Gold exploration in Slovakia has emerged as EMED's second major project. Fieldactivities have commenced with low-detection geochemical sampling. Bulgaria and Northern Greece: EMED will trigger field activities in this region when permitting is fullygranted and local support is adequate. Other areas targeted with the Eurasian Region: EMED's reconnaissance and prospecting activities are advancing throughoutCentral Europe, Eastern Europe, Turkey, the Caucasus and the Middle East,pursuing specific belts of mineralisation. Detailed announcements will be made with respect to each region as and whenrequired. Harry Anagnostaras-Adams +357 9945 7843 EASTERN MEDITERRANEAN RESOURCES PUBLIC LIMITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the period from 17 September 2004 to 30 June 2005 Contents Page Condensed consolidated statement of operations 1 Condensed consolidated balance sheet 2 Consolidated statement of changes in equity 3 Condensed consolidated cash flow statement 4 Notes to the condensed interim consolidated financial statements 5-12 Review Report 13 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the period from 17 September 2004 to 30 June 2005 Note GBP Revenue - Goodwill on acquisition of subsidiary written off 10 (585.299)Exploration expenditure (291.519)Other operating expenses (204.748)Foreign exchange gain 14.597(Loss) before tax (1.066.969)Tax 4 -(Loss) after tax (1.066.969)Minority interest 7.218Net (loss) for the period (1.059.751) 1 EASTERN MEDITERRANEAN RESOURCES PUBLIC LIMITED CONDENSED CONSOLIDATED BALANCE SHEET As at 30 June 2005 Note GBPAssetsNon current assetsPlant and equipment 5 37.523Total non current assets 37.523 Current assetsDebtors and other receivables 8 284.179Bank and cash balances 7 1.659.921Total current assets 1.944.100 Total assets 1.981.623 Equity and liabilitiesCapital and reservesShare capital 9 2.967.100Accumulated losses (1.059.751)Minority interest (6.444)Total capital and reserves 1.900.905 Current liabilitiesOther payables 12 80.718Total current liabilities 80.718 Total equity and liabilities 1.981.623 2 EASTERN MEDITERRANEAN RESOURCES PUBLIC LIMITED C0NDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the period from 17 September 2004 to 30 June 2005 Accumu-lated Share Share losses Note capital premium Total GBP GBP GBP GBP Issue of shares 9 138.889 2.828.211 - 2.967.100 Net (loss) for the period - - (1.059.751) (1.059.751) Balance at 30 June 2005 138.889 2.828.211 (1.059.751) 1.907.349 3 EASTERN MEDITERRANEAN RESOURCES PUBLIC LIMITED CONDENSED CONSOLIDATED CASH FLOW STATEMENT For the period from 17 September 2004 to 30 June 2005 Note GBPCASH FLOWS FROM OPERATING ACTIVITIES (Loss) before tax (1.066.969)Adjustments for:Depreciation of property, plant and equipment 3.755Goodwill written off 585.299 (477.915)Changes in working capital:Increase in receivables (13.869)Increase in trade creditors 67.841Net cash (used in) operating activities (423.943) CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of subsidiary 10 4.832Purchase of property, plant and equipment 5 (38.068)Net cash (used in) investing activities (33.236) CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issue of share capital 2.542.444Listing and issue costs (425.344)Net cash from financing activities 2.117.100Net increase in cash and cash equivalents 1.659.921 CASH AND CASH EQUIVALENTS: At beginning of the period - At end of the period 7 1.659.921 4 EASTERN MEDITERRANEAN RESOURCES PUBLIC LIMITED Notes to the condensed interim consolidated financial statements For the period from 17 September 2004 to 30 June 2005 1 General information Country of incorporation Eastern Mediterranean Resources Public Limited (the 'Company") was incorporatedin Cyprus as a private limited liability company in accordance with theprovisions of the Cyprus Companies Law, Cap. 113 and was converted to a publiclimited liability company at 17 September 2004. Its registered office is at 1Lambousa Street, Nicosia, Cyprus. The Company was listed on the AlternativeInvestment Market ("AIM") of the London Stock Exchange in May 2005. The Company changed its name to, firstly, Mediterranean Minerals Public Limitedon 1 March 2005 and, subsequently, to Eastern Mediterranean Resources PublicLimited on 11 March 2005. Principal activities The principal activity of the Company and its subsidiaries (the "Group") is toexplore for and develop natural resources, with a focus on base and preciousmetals in the regions of Central and Eastern Europe, Western Asia and the MiddleEast. 2 Accounting policies The following accounting policies have been used consistently in dealing withitems which are considered material in relation to the financial of the Group. Accounting convention The financial statements have been prepared in accordance with InternationalFinancial Reporting Standards. The accounts have been prepared under thehistorical cost convention. These unaudited interim consolidated financial statements ('the statements")include the financial statements of the Company and its subsidiary undertakings.These statements do not include all of the disclosures required for annualfinancial statements, and accordingly, should be read in conjunction with thefinancial statements and other information set out in the Company's Placing andAdmission Document to AIM issued in May 2005. The preparation of financial statements in conformity with generally acceptedaccounting principles requires the use of estimates and assumptions that affectthe reported amounts of assets and liabilities and disclosure of contingentassets and liabilities at the date of the financial statements and the reportedamounts of revenues and expenses during the reporting period. Although theseestimates are based on management's best knowledge of current events andactions, actual results ultimately may differ from those estimates. 5 EASTERN MEDITERRANEAN RESOURCES PUBLIC LIMITED Notes to the condensed interim consolidated financial statements For the period from 17 September 2004 to 30 June 2005 2 Accounting policies - Cont'd Consolidation Controlled entities The consolidated financial statements incorporate the assets and liabilities ofall entities controlled by the Company as at 30 June 2005 and the results of allthe controlled entities for the period then ended. The Company and itscontrolled entities together are referred to in this financial report as theconsolidated entity. Transactions eliminated on consolidation Intercompany transactions, balances and unrealised gains on transactions betweenconsolidated entities are eliminated on consolidation. Unrealised losses arealso eliminated unless the transaction provides evidence of impairment of theasset transferred. Foreign currency translation (1) Measurement currency The financial statements are prepared in Great Britain Pounds (the measurementcurrency), which is the currency that best reflects the economic substance ofthe underlying events and circumstances relevant to the Company. (2) Foreign currency translation Foreign currency transactions are translated into the measurement currency usingthe exchange rates prevailing at the date of the transactions. Gains and lossesresulting from the settlement of such transactions and from the translation ofmonetary assets and liabilities denominated in foreign currencies are recognisedin the income statement. Tax Provision is made for corporation tax in Cyprus on the taxable profit for theyear at the appropriate rates in force. Deferred tax is provided in full, using the liability method, on temporarydifferences arising between the tax bases of assets and liabilities and theircarrying amounts in the financial statements. Currently enacted tax rates areused in the determination of deferred tax. Deferred tax assets are recognised to the extent that it is probable that futuretaxable profit will be available against which the temporary differences can beutilised. Exploration costs Initially the Group adopted a policy of capitalizing development costs and thecosts of exploration tenements, application for exploration tenements andaccumulated technical data and knowledge from previous exploration activity,where it was anticipated that these costs would be recovered. In June 2005, the Group adopted a conservative approach to explorationexpenditure and writes these expenditure off to profit and loss as and whenincurred. 6 EASTERN MEDITERRANEAN RESOURCES PUBLIC LIMITED Notes to the condensed interim consolidated financial statements For the period from 17 September 2004 to 30 June 2005 2 Accounting policies - Cont'd Plant and equipment Plant and equipment are stated at historical cost less depreciation. Depreciation is calculated on the straight-line method to write off the cost ofeach asset to their residual values over their estimated useful life. Where thecarrying amount of an asset is greater than its estimated recoverable amount, itis written down immediately to its recoverable amount. Expenditure for repairs and maintenance of property, plant and equipment ischarged to the income statement of the year in which they were incurred. Thecost of major renovations is included in the carrying amount of the asset whenit is probable that future economic benefits in excess of the originallyassessed standard of performance of the existing asset will flow to the Company.Major renovations are depreciated over the remaining useful life of therelated asset. Gains and losses on disposal of plant and equipment are determined by comparingproceeds with carrying amount and are included in profit from operations. Impairment of long-lived assets Property, plant and equipment and other non-current assets are reviewed forimpairment losses whenever events or changes in circumstances indicate that thecarrying amount may not be recoverable. An impairment loss is recognised forthe amount by which the carrying amount of the asset exceeds its recoverableamount, which is the higher of an asset's net selling price and value in use.For the purposes of assessing impairment, assets are grouped at the lowestlevels for which there are separately identifiable cash flows. Cash and cash equivalents For the purposes of the cash flow statement, cash and cash equivalents compriseof cash in hand and balance with banks. 3 Financial risk management Financial risk factors The Group is exposed to liquidity risk and currency risk arising from thefinancial instruments that it may hold. The risk management policies employed bythe Group to manage these risks are discussed below: Liquidity risk Liquidity risk is the risk that arises when the maturity of assets andliabilities does not match. An unmatched position potentially enhancesprofitability, but can also increase the risk of losses. The Group hasprocedures with the object of minimising such losses such as maintainingsufficient cash and other highly liquid current assets and by having availablean adequate amount of committed credit facilities. 7 EASTERN MEDITERRANEAN RESOURCES PUBLIC LIMITED Notes to the condensed interim consolidated financial statements For the period from 17 September 2004 to 30 June 2005 3 Financial risk management - Cont'd Currency risk Currency risk is the risk that the value of financial instruments will fluctuatedue to changes in foreign exchange rates. The Group is exposed to foreignexchange risk arising from various currency exposures primarily with respect tothe Australian Dollar and the Cyprus Pound. The Group's policy is not to enterinto any currency hedging transactions. Fair value estimation The fair values of the Group's financial assets and liabilities approximatetheir carrying amounts at the balance sheet date. 4 Tax The Group is subject to corporation tax in Cyprus on its taxable profits at therate of 10%. Companies which do not distribute 70% of their profits after tax, as defined bythe relevant Cyprus tax law, within two years after the end of the relevant taxyear, will be deemed to have distributed as dividends 70% of these profits.Special contribution for defence at 15% will be payable on such deemed dividendsto the extent that the shareholders (companies and individuals) are Cyprus taxresidents. The amount of deemed distribution is reduced by any actual dividendspaid out of the profits of the relevant year during the following two years.This special contribution for defence is payable for the account of theshareholders. 5 Plant and equipment Furniture and Motor fittings Office equipment vehicles Total GBP GBP GBP GBPCostAt 17 September 2004 - - - -Additions 1.211 14.443 25.624 41.278 At 30 June 2005 1.211 14.443 25.624 41.278 DepreciationAt 17 September 2004 - - - -Charge for the period 61 1.444 2.250 3.755 At 30 June 2005 61 1.444 2.250 3.755 Net book valueAt 30 June 2005 1.150 12.999 23.374 37.523 8 EASTERN MEDITERRANEAN RESOURCES PUBLIC LIMITED Notes to the condensed interim consolidated financial statements For the period from 17 September 2004 to 30 June 2005 6 Controlled entities The Company and the Group have the following subsidiaries which have beenconsolidated in these financial statements. Effective proportion ofParticulars in relation to controlled entities Country of shares held incorporationParent entity - Eastern Mediterranean ResourcesPublic Limited CyprusControlled entitiesEastern Mediterranean Minerals (Cyprus) Limited Cyprus 95% Tredington Ventures Limited Cyprus 95% Winchcombe Ventures Limited Cyprus 95%Mediterranean Minerals (Bulgaria) EOOD Bulgaria 100% 7 Cash and cash equivalents Cash included in the cash flow statement comprise the following balance sheetamounts: GBP Bank balances 1.659.921 8 Debtors and other receivables GBP Prepayments and other receivables 34.179Receivable on share subscription 250.000 284.179 9 EASTERN MEDITERRANEAN RESOURCES PUBLIC LIMITED Notes to the condensed interim consolidated financial statements For the period from 17 September 2004 to 30 June 2005 9 Share capital and share premium Number of Issued capital Share premium shares Total GBP GBP GBP GBPAuthorisedOrdinary shares of GBP0.0025 each 100.000.000 250.000 - 250.000 Issued and fully paidBalance at Beginning of Period - - - - Issued at par 8.000.000 20.000 - 20.000Issued at GBP0.050 10.400.000 26.000 494.000 520.000Purchase of 95% Interest in EMM(Cyprus)Ltd Tranche 1 payment at GBP0.050 4.000.000 10.000 190.000 200.000 Tranche 2 Payment at GBP0.080 5.000.000 12.500 387.500 400.000Placing to AIM 28.155.555 70.389 2.182.055 2.252.444Write off Cost of Share Issue andAdmission to AIM (425.344) (425.344) Balance as at 30 June 2005 55.555.555 138.889 2.828.211 2.967.100 10 Acquisition of subsidiary Purchase of 95% interest in the share capital of Eastern Mediterranean Minerals(Cyprus) Limited On 28 February 2005, the Company acquired 95% of the issued share capital ofEastern Mediterranean Minerals (Cyprus) Ltd incorporated in Cyprus. Theprincipal activity of the acquired company is the exploration for mineraldeposits, evaluation thereof and marketing the resources. The consideration forthe acquisition was 9.000.000 shares with a value of £600.000. Details of net assets acquired and goodwill are as follows: GBPPurchase consideration Shares in the capital of the purchaser 600.000 Total purchase consideration 600.000Fair value of assets acquired (see below) (14.701)Goodwill on acquisition 585.299 10 EASTERN MEDITERRANEAN RESOURCES PUBLIC LIMITED Notes to the condensed interim consolidated financial statements For the period from 17 September 2004 to 30 June 2005 10 Acquisition of subsidiary - Cont'd The fair value of the assets and liabilities arising from the acquisition are asfollows: GBP Bank and cash balances 4.832Equipment 3.210Intangible assets -Other receivables 20.310Related company balances (11.010)Other payables (1.867)Total fair values 15.475 Fair value of assets acquired (95%) 14.701Goodwill 585.299Purchase price 600.000Cash taken over (4.832)Consideration in shares (600.000)Net cash on acquisition (4.832) In the financial statements issued for admission purposes the fair value ofintangible assets was estimated at GBP 616.104. Subsequent, due to the change ofaccounting policy, of writing-off exploration costs, the fair value of theintangible assets acquired was reassessed to Nil. 11 Share option plan Details of share options outstanding as at 30 June 2005: NumberGrant date Expiry date Exercise price of shares GBP 9 May 2005 9 May 2011 0,08 12.090.000 Total 12.090.000 The options expire six years after grant date and are exercisable at theexercise price in whole or in part no more than one third after one year fromthe grant date, two thirds after two years from the grant date and the balanceafter three years from the grant date. Outstanding options at the beginning of the year: -- granted 12.090.000 - exercised - - expired - 12.090.000 11 EASTERN MEDITERRANEAN RESOURCES PUBLIC LIMITED Notes to the condensed interim consolidated financial statements For the period from 17 September 2004 to 30 June 2005 12 Other payables GBP Creditors 80.718 13 Contingent liabilities As part of the acquisition cost of a 95% in Eastern Mediterranean Minerals(Cyprus) Limited, an additional contingent consideration of GBP600.000 will bepaid by the Company one month after the date on which Eastern MediterraneanMinerals (Cyprus) Limited first receives revenue of GBP1.000.000 from or inrespect of specific exploration tenements. 14 Subsequent events In July 2005, the Company incorporated a wholly owned subsidiary in Slovakia -Eastern Mediterranean Resources - Slovakia, s.r.o. and incorporated a whollyowned subsidiary in Greece - Eastern Mediterranean S.A. Both companies remaindormant On 11 August 2005 the Company has acquired a database in respect of certainprojects in a number of countries from DCCG Geoconsulting Public Ltd ("DCCG")for a consideration of £100.000 satisfied by the issue of 1.000.000 OrdinaryShares in the Company at 10p per Ordinary Share. On 11 August 2005 the Company granted an option to subscribe for 500.000Ordinary Shares with an exercise price of 10p per Ordinary Share to DCCG and asimilar option to subscribe for 200.000 Ordinary Shares to Braeburn Holdings PtyLtd.("Braeburn"). DCCG is a company associated with the Group's Head ofRegional Development. Braeburn is a company associated the Group's ChiefFinancial Officer. These options are exercisable under the same terms andconditions of options issued previously and as set out in note 9 to theseaccounts. REVIEW REPORT TO THE MEMBERS OFEASTERN MEDITERRANEAN RESOURCES PUBLIC LIMITED We have reviewed the accompanying balance sheet of Eastern MediterraneanResources Public Limited at 30 June 2005 and the related statements of incomeand cash flows for the period then ended. These financial statements are theresponsibility of the company's management. Our responsibility is to issue areport on these financial statements based on our review. We conducted our review in accordance with the International Standard onAuditing applicable to review engagements. This standard requires that we planand perform the review to obtain moderate assurance as to whether the financialstatements are free of material misstatements. A review is limited primarily toinquiries of company personnel and analytical procedures applied to financialdata and thus provides less assurance than an audit. We have not performed anaudit and, accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believethat the accompanying financial statements do not give a true and fair view inaccordance with International Financial Reporting Standards. Nicosia, Cyprus, 27 September 2005 MOORE STEPHENS STYLIANOU & CO CERTIFIED PUBLIC ACCOUNTANTS - CY 13 This information is provided by RNS The company news service from the London Stock Exchange