Berkeley Mineral Resources Regulatory News (BMR)

BMR Mining PLC

("BMR" or the "Company")

2015 Final Results and AGM Notice

The Company releases its full year results for the year ended 30 June 2015 ("Results"). The Results are being made available to shareholders from today and will be available on the Company's website, www.bmrplc.com, shortly.

BMR also announces that notice of its annual general meeting ("AGM") has today been made available to shareholders and will also shortly be available to view on the Company's website.

The AGM will be held at 10:30 a.m. on 10 February 2016 at the offices of WH Ireland, 24 Martin Lane, London, EC4R 0DR.

For further information:

BMR Mining PLC 020 7734 6252

Alex Borrelli, CEO and Chairman

WH Ireland Limited 020 7220 1666

Chris Fielding, Head of Corporate Finance

CHAIRMAN'S STATEMENT

I am pleased to present below the financial statements of the Company for the year ended 30 June 2015.

Results for the year

The Company reported a loss before taxation for the year ended 30 June 2015 of £1.59 million (2014: £9.27 million after adjusting for impairment write-downs and provisions of £4.57 million). Administrative expenses amounted to £2.41 million (2014: £3.04 million) including foreign exchange losses of £0.76 million (2014: £1.79 million). Adjustments for share-based payments were £0.05 million (2014: £1.65 million). Loss per ordinary share was 1.19p (2014: 7.74p).

Consolidated net assets at 30 June 2015 amounted to £8.06 million (2014: £8.09 million). Cash balances at the year end amounted to £0.79 million (2014: £0.75 million). Current cash balances, following the £0.75 million placing in October 2015, amount to approximately £0.90 million.

Background

Following my appointment, the Company instructed independent accountants to investigate material concerns that had come to light and accordingly the Company's share trading on AIM was suspended from 4 November 2014 until it resumed on 1 May 2015. The investigation resulted in write-downs and provisions of £10.30 million, of which £4.57 million was in respect of the year ended 30 June 2014, £4.03 million in respect of prior years and the balance of £1.70 million attributable to both depreciation not previously provided and foreign exchange differences during the periods.

On 18 February 2015, the Company entered into a settlement agreement with certain parties relating to matters underlying certain of these write-downs of assets, as a result of which the Company received £0.96 million in cash.

The Directors have continued to consider areas where further recoveries can be sought having regard to the likelihood of success, the cost of taking action and the opportunity for recovery within a reasonable timescale. The Company has instructed lawyers and accountants to prepare particulars of claim against certain entities not party to the settlement agreement where the Directors are confident of success.

Kabwe operations

The Directors have focused extensively on the opportunities arising from the planned conversion of the tailings held at Kabwe into zinc ("Zn") and lead ("Pb") metals and metal compounds and currently expect the Company to commence pilot plant operations once the upgraded pilot plant has been constructed following the receipt of ZEMA approval.

On 25 June 2015, the Company announced that the metallurgical test programme on the Wash Plant Tailings ("WPT") and Leach Plant Residue Tailings ("LPR") using an acid/brine leaching process to recover Zn and Pb had been successful. The objective of the metallurgical test programme was to confirm the technical viability of the acid/brine leach process for the extraction of Zn and Pb from the WPT and LPR. The process was successfully peer reviewed, as announced on 22 September 2015.

On 31 July 2015, the Company announced that, following laboratory testing, the proposed acid/brine leach process had been enhanced.

The WPT was estimated by Mineral Corporation Consultancy (Pty), in its March 2012 report, to contain 573,458 dry tonnes (JORC compliant) at a mean grade of 10.66% Zn and 7.21% Pb (61.4kt contained Zn and 41.3kt contained Pb).

The potential recoveries that have been achieved into a Pregnant Liquor Solution (PLS) are 94.2% Pb and 79.6% Zn. Proving the commercial viability of scaling this new process will be the next stage of our evaluation.

The Company also announced the successful recovery in testing by precipitation and electro winning from the PLS of the following products:

· a lead sponge with a grade of 96.0% Pb; and

· a refined zinc cathode with a grade of 99.6% Zn.

Liquid residue discharges from the process were non-toxic.

The Company is now able to establish the mass, pulp and water parameters required for the construction of the planned pilot plant at Kabwe. It is therefore focussing on the optimum design and construction of the pilot plant and intends to source the majority of requisite equipment in-country.

The Company has engaged the services of Edward Musonda, an experienced metallurgist, to work with the Company on the process design of the pilot plant, which it has continued to enhance since the placing in October.

The Company has determined that the treatment rate for the planned pilot plant will be a minimum of 5 tonnes per hour and that the plant will operate on a 24/7 basis, initially processing the WPT. The principal objectives of the pilot plant are to generate revenues and to finalise the design parameters of the proposed main plant, which the Directors plan to come into operation in 2017, to enable it to process different combinations of tailings. Nevertheless, BMR's intention is to operate the pilot plant as a semi-production unit to simulate actual operating conditions, thereby enabling the Company to generate revenues from sales of the end product.

The Board intends to announce to shareholders the expected cost and revenue generating capacity of the pilot plant with a peer review thereof, once these have been finalised.

The Company has also engaged JA Consultancy, an environmental specialist organisation based in Lusaka, Zambia, to prepare, present and assist in securing approval for a further Environmental and Social Impact Assessment (ESIA) from ZEMA (the Zambia Environmental Management Agency). BMR believes that JA Consultancy is particularly well qualified to secure ZEMA's approval for the planned pilot plant within the requisite time frame, having successfully secured approvals from ZEMA for similar projects.

Having obtained ZEMA's approval of the terms of reference and scoping study for the full ESIA, the Board anticipates submitting the full ESIA in the near future.

During the year, the Company sold its copper leach plant and certain items of equipment at Kabwe for the sum of $70,000. This had been impaired as at 30 June 2014 hence the sale, which represents a good achievement by local management, generated a gross profit of $70,000 in the full year results.

Imperial Smelting Furnace Slag (ISF Slag)

The Company was advised last year that the effective economic recovery of Zn from the ISF slag would prove difficult, being brittle and hard to process, and consequently the value of this resource was written off in the 2014 Annual Report. The ISF slag had been estimated by Mineral Corporation Consultancy (Pty), in its March 2012 report to contain 1,481,563 dry tonnes, as surveyed on a JORC compliant basis, at a mean grade of 8.07% Zn (119.6kt contained Zn). 

As the ISF slag comprises a significant unexploited Zn resource, the Directors decided to re-examine the potential for the recovery of Zn from this source and have been working closely with BMR's consultants in order to assess commercial feasibility. Following recent mineralogical and exploratory metallurgical test work, the Company is pleased to announce that, in conjunction with its Mineral Processing Partner, a recovery of 77.2% Zn has been successfully achieved in laboratory analysis.

Further work is being undertaken to optimise this recovery and to establish if it can also be processed by the pilot plant. In the event that this further work concludes positively, the Company will commission a full JORC compliant survey of the ISF slag.

Waelz Kiln Slag ("WKS")

BMR's assets at Kabwe, Zambia, include approximately 1.1 million tonnes of WKS, as surveyed on a JORC compliant basis by Mineral Corporation Consultancy (Pty). The WKS was written down to £201,000 in the accounts for the year ended 30 June 2014 due to it being brittle and hard, and of too low a grade and too difficult to process on a commercial basis.

However, BMR has now identified, from studies undertaken by the Building Research Establishment UK, that the WKS, being a ferro-silicate zinc slag (smelter slag), could be applied in the construction of building blocks and road construction. As part of its analysis and in conjunction with a local block making company, BMR has manufactured a test batch of concrete blocks, using an 80:20 ratio of WKS to building sand, which were then subjected to testing. Importantly, there was no evidence of leaching of Pb or Zn.

BMR has therefore instructed its Environmental Consultants to prepare a submission, including BMR's test results, to seek approval from ZEMA to sell the WKS for incorporation in block and concrete making. Approval will be sought in the form of an Environmental Project Brief ("EPB") which involves a separate and less onerous application process than an Environmental Impact Study. Application for this is now expected to be made before the end of 2015.

In the event that ZEMA approval is given, BMR intends to commence local sales of WKS, which would involve limited costs and could realise modest but meaningful revenues over several years. Disposing of the WKS in this manner would also provide an elegant solution to environmental issues associated therewith.

Pilot Plant Processes and Intellectual Property

The metallurgical processes that have been developed to achieve the recoveries and final products above, certain of which are being incorporated into the design of the Kabwe pilot plant, are proprietary to BMR and your Directors are planning to take the appropriate steps to protect this intellectual property.

The Company intends to commence pilot plant operations as soon as practicable once the upgraded pilot plant has been constructed following the receipt of ZEMA approval. It is also the intention of the Company to process first the higher-grade, higher-recovery WPT to generate initial returns from the Company's asset base.

Joint Ventures (JVs) and Investments

We had entered into discussions during the year for the sale of the Company's majority interests in the five dormant JVs and have since commenced their liquidation which we expect to conclude shortly.

On 24 August 2015, the Company entered into a technical co-operation agreement with Mineralfields Group Limited ("MFG") and New Resource Management Services Ltd, a company connected with Jeremy Hawke, for an initial period of three years to provide services for securing permits for mining projects for industrial minerals (primarily rutile) in the Republic of Cameroon in consideration for an interest of 7.5% in MFG. The Directors believe the value of MFG at the time of entering the agreement was de minimis as MFG had no permit or licence for the projects and negligible assets while there is limited cost to BMR associated with its provision of services. Jeremy Hawke and I are each directors, of and shareholders in, MFG.

VAT

We previously announced that the Company was in discussions with HMRC, having received notice that BMR is to be de-registered together with an assessment for back VAT and interest thereon amounting to £268,491 at 30 June 2014 (such sum now exceeding £374,350 after taking into account recent VAT recoveries following our submission of VAT returns). We are in continued discussions with HMRC with our advisers and are appealing against the HMRC notice.

Fund raisings

On 28 October 2015, the Company announced that it had raised £750,000 before expenses, by way of a placing of 18,750,000 new ordinary shares at 4.0p per share. Each placee received for each share subscribed a warrant to subscribe for a further new ordinary share at 7.0p per share in the 42 days following publication of BMR's results for the year ending 30 June 2016.

Following an undertaking to offer any new issued shares to shareholders on the same terms, the Company will be making an offer to shareholders of new shares with warrants on the same headline terms, which the Directors expect to implement in early 2016.

Directors, management and consultants

During the year, there were a number of changes in the composition of the Board largely as a result of financial irregularities that had come to light.

I succeeded the former Chairman on 23 October 2014.

On 2 February 2015, Jeremy Hawke, a chartered engineer with significant mining expertise, was appointed Mining and Operations Director.

Following the Annual General Meeting on 28 May 2015, Antony Gardner-Hillman, with significant corporate experience and a legal background, was appointed as a non-executive Director and, at the same time, Horacio Furman and Mark Wainwright resigned as Directors.

The Directors recognise that, for good corporate governance, an additional non-executive director should be appointed and intend to do so when such a candidate has been identified.

I am supported by Dennis Bailey, senior consultant, who was appointed Company Secretary on 15 June 2015 and by Norman Lott, our chief financial officer, each of whom joined the Company as consultants in the financial year.

In addition, the Company is well-supported by its management and staff in Zambia who continue to maintain and protect our interests at Kabwe and who are fundamental to our planned development of our activities for establishing the pilot plant and commencing operations.

Overheads

The Directors have sought to limit the Company's monthly expenditure in the UK and to align the cost base more closely to our considerations of operational requirements.

On 2 February 2015, I announced substantial reductions in the headcount at the Company's head office, from where many companies had been administered with financial support from the Company, which was highly inappropriate.

We have also had to meet the significant cost of the lease of premises at 6 Derby Street, London W1J 7AD, which had served as the Company's former registered office, and related costs of repairs and dilapidations arising at the end of the lease on 24 December 2015. On 9 November 2015, the Company announced that it had entered into an agreement for the surrender of the lease to the landlord with a settlement for the cost of dilapidations and no further rental obligations from the end of the lease period.

Since July 2015, the Company has been operating from a small serviced office at 35 Piccadilly, London W1J 0DW, which now also serves as the registered office.

As a result of these changes, we expect that normalised central costs in the UK will have fallen from approximately £250,000 per month in the year ended 30 June 2014 to approximately £65,000 per month (assuming no foreign exchange losses) from January 2016.

AGM and Resolutions

The resolutions for the forthcoming Annual General Meeting are contained in a separate Notice which will be made available, together with a circular relating to the open offer referred to above, to shareholders and on the website www.bmrplc.com. The Directors recommend shareholders to vote in favour of the resolutions and a form of proxy is being despatched to all shareholders for this purpose. The AGM will be held at 10.30 a.m. on Wednesday 10 February 2016 at the offices of WH Ireland Limited, 24 Martin Lane, London EC4R 0DR.

In addition to the customary resolutions and authorities to be sought for issuing new ordinary shares, the Directors will be seeking approval for the change of the Company's name from BMR Mining PLC to BMR Group PLC to reflect the ongoing evolution of the Company's activities from mining to concentration on the processing of tailings and recycling of metals.

Outlook

I believe we have made considerable advances at BMR and that our positioning as a tailings processor represents a low risk business, requiring less capital, outside of the challenges faced by mining companies in general. We will seek to expand the business further where opportunities arise for the acquisition of other tailings which we can process efficiently.

We have a number of exciting prospects underway and we expect to submit a final application to ZEMA for establishing the pilot plant in the near future; to seek approval from ZEMA for the sale of the WKS which we expect to generate revenues from early 2016; and to launch in early 2016 an open offer to shareholders on the same headline terms as the issue in October 2015.

The Company then intends to commence pilot plant operations as soon as practicable once the upgraded pilot plant has been constructed following the receipt of ZEMA approval.

Overall, I am confident that the Company now has a viable future with a solid asset base and I look forward to updating shareholders as we progress within this new chapter under the new management team.

Alex Borrelli

Chairman

16 December 2015

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF

BMR MINING PLC

We have audited the financial statements of BMR Mining PLC for the year ended 30 June 2015 which comprise the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Comprehensive Income, the Consolidated and Company Cash Flow Statements, the Consolidated and Parent Company Statement of Changes in Equity and the related notes numbered 1 to 26.

The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditorsAs explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statementsAn audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.

In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statementsIn our opinion:

· the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 30 June 2015  and of the group's loss for the year then ended;

· the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;

· the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union as applied in accordance with the provisions of the Companies Act 2006; and

· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Emphasis of matter - going concernIn forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 3 to the financial statements concerning the company's ability to continue as a going concern. The financial statements have been prepared on the going concern basis, which depends on the ability to raise further financing. These conditions, along with the other matters explained in note 3 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about 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.

Opinion on other matter prescribed by the Companies Act 2006In our opinion the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exceptionWe have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

· adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

· the financial statements are not in agreement with the accounting records and returns; or

· certain disclosures of directors' remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

Leo Malkin

Senior Statutory Auditor

For and on behalf of

Crowe Clark Whitehill LLP

Statutory Auditor

St Bride's House

10 Salisbury Square

London EC4Y 8EH

16 December 2015

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year ended 30 June 2015

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2015

Company No. 02401127

The financial statements were approved by the Board of Directors and authorised for issue on 16 December 2015 and were signed on its behalf by

M A BorrelliChairman

CONSOLIDATED STATEMENT OF CASH FLOW

Year ended 30 June 2015

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Year ended 30 June 2015

Reserves Description and purpose

Share capital - amount subscribed for share capital at nominal value

Share premium - amounts subscribed for share capital in excess of nominal value

Share based payment reserve - amount arising on the issue of warrants and share options during the year

Merger reserve - amount arising from the issue of shares for non-cash consideration

Translation reserve - amounts arising on re-translating the net assets of overseas operations into the presentational currency

Retained earnings - cumulative net gains and losses recognised in the consolidated income statement

COMPANY STATEMENT OF FINANCIAL POSITION

As at 30 June 2015

Company No. 02401127

The financial statements were approved by the Board of Directors and authorised for issue on 16 December 2015 and were signed on its behalf by

M A Borrelli

Chairman

COMPANY CASH FLOW STATEMENT

for the year ended 30 June 2015

COMPANY STATEMENT OF CHANGES IN EQUITY

Year ended 30 June 2015

Reserves Description and purpose

Share capital - amount subscribed for share capital at nominal value

Share premium - amounts subscribed for share capital in excess of nominal value

Share based payment reserve - amount arising on the issue of warrants and share options during the year

Merger reserve - amount arising from the issue of shares for non-cash consideration

Translation reserve - amounts arising on re-translating the net assets of overseas operations into the presentational currency

Retained earnings - cumulative net gains and losses recognised in the consolidated income statement

NOTES TO THE ACCOUNTS

Year ended 30 June 2015

1. GENERAL INFORMATION

Berkeley Mineral Resources PLC (the 'Company') is incorporated and domiciled in the United Kingdom. The address of the registered office is 35 Piccadilly, London W1J 0DW.

On 28 May 2015, the Company was renamed BMR Mining PLC.

The nature of the Group's operations and its principal activity is that of the acquisition, evaluation and development of mineral stockpiles in particular tailings. The Group's projects are located in Zambia.

2. ADOPTION OF NEW AND REVISED STANDARDS

The directors have considered those Standards and Interpretations, which have not been applied in the financial information but are relevant to the Group's operations, that are in issue but not yet effective and do not consider that any will have a material impact on the future results of the Group.

3. SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB') and as adopted by the European Union ('EU') and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The principal accounting policies adopted are set out below.

The Group financial information is presented in Pounds Sterling ("£"). For reference the year end exchange rate from Pounds Sterling to US Dollar was 1.5717 (2014: 1.7048) and Pounds Sterling to Zambian Kwacha was 11.5449 (2014: 10.5483).

As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present its Income Statement for the year. The Company reported a loss for the financial year ended 30 June 2015 of £785,094 (2014: loss of £11,112,242).

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 30 June each year. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

The results of subsidiaries acquired of or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Segmental 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 has been identified as the Board of Directors.

Going concern

After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources with its cash balances to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

 The operational requirements of the Company comprise maintaining a Head Office in the UK with a Board comprising two executive directors and one non-executive Director with two consultants for, amongst other things, determining and implementing strategy and managing operations. In addition, the Company has a team in Kabwe, Zambia for establishing facilities for the processing of the Company's tailings into zinc and lead concentrates under the direction of the Board. The Directors have considered the current level of cash balances and the operational requirements of the Company in both the UK and Zambia over the next 12 months and the commencement of the establishment of a pilot plant, subject to the approval of a final report, expected to be submitted in the near future, to the Zambian Environmental Management Agency ("ZEMA"). The Directors believe that the process methodology being developed by the Company working with technical partners is capable of being patented. The Directors expect the plant to be capable of processing at the rate of five tonnes per hour and operating on a 24/7 basis once fully operational.

In addition, the Directors expect the Company to generate revenues from the sale locally of its Waelz kiln slag for building blocks in the construction sector, subject to the approval of ZEMA for which an application will be made in the near future. The Directors therefore believe that the current cash resources which include the net proceeds of the October placing to raise £750,000, and assuming no current liability in respect of VAT, are sufficient for the Group's current operations and, with expected revenues from the sale of the Waelz kiln slag, for establishing the enhanced pilot plant and commencing preparations for the planned main plant.

However, there can be no guarantee that the required funds will be raised within the necessary timeframe, consequently a material uncertainty exists that may cast doubt on the Group's ability to continue to operate as planned and to be able to meet its commitments and discharge its liabilities in the normal course of business for a period not less than twelve months from the date of this report. The financial statements do not include the adjustments that would result if the Group was unable to continue in operation.

Foreign currencies

The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency).For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in upon GBP, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the functional currency of each Group company ('foreign currencies') are recorded in the functional currency at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated into the functional currency at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in the income statement in the period in which they arise except for exchange differences on monetary items receivable from or payable to a

foreign operation for which settlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation, and which are recognised in the foreign currency translation reserve and recognised in the income statement on disposal of the net investment.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the Group's translation reserve. Such translation differences are recognised as income or as expenses in the period in which the operation is disposed of.

Taxation

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

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

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally 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. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group 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.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated depreciation and any recognised impairment loss.

Depreciation and amortisation is charged so as to write off the cost or valuation of assets, other than land, over their estimated useful lives, using the straight-line method, on the following bases:

Motor vehicles 25%

Other 25%

The gain or loss arising on disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income.

Impairment of property, plant and equipment

At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash f lows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash f lows are discounted to their present value using a pre-tax discount rate that ref lects current market assessments of the time value for money and the risks specific to the asset for which the estimates of future cash f lows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Intangible exploration and evaluation assets

Intangibles exploration and evaluation assets comprise of land use rights, mining licences and Exploration and Evaluation ("E&E") costs.

The land use rights and mining licences are stated at cost less accumulated amortization and impairment losses. They are amortised using the straight line basis over the unexpired period of the rights.

The Group applies the full cost method of accounting for E&E costs, having regard to the requirements of IFRS 6 Exploration for and Evaluation of Mineral Resources. Under the full cost method of accounting, costs of exploring for and evaluating mineral resources are accumulated by reference to appropriate cost centres being the appropriate licence area, but are tested for impairment on a cost pool basis as described below.

E&E assets comprise costs of (i) E&E activities that are ongoing at the balance sheet date, pending determination of whether or not commercial reserves exist and (ii) costs of E&E activities associated with adding to the commercial reserves of an established cost pool, did not result in the discovery of commercial reserves.

Costs incurred prior to having obtained the legal rights to explore an area are expensed directly to the income statement as they are incurred.

Exploration and evaluation costs

All costs of E&E are initially capitalised as E&E assets. Payments to acquire the legal right to explore, costs of technical services and studies, seismic acquisition, exploratory drilling and testing are capitalised as intangible E&E assets.

Such costs include directly attributable overheads, including the depreciation of property, plant and equipment utilised in E&E activities, together with the cost of other materials consumed during the exploration and evaluation phases.

Treatment of E&E assets at conclusion of appraisal activities

Intangible E&E assets related to each exploration licence/prospect are carried forward, until the existence (or otherwise) of commercial reserves has been determined. If commercial reserves have been discovered, the related E&E assets are assessed for impairment on a cost pool basis as set out below and any impairment loss, of the relevant E&E assets is the reclassified as development and production assets.

Impairment of E&E assets

E&E assets are assessed for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount. Such indicators include, but are not limited to, those situations outlined in paragraph 20 of IFRS 6 Exploration for and Evaluation of Mineral Resources and include the point at which a determination is made as to whether or not commercial reserves exist.

Where there are indications of impairment, the E&E assets concerned are tested for impairment. Where the E&E assets concerned fall within the scope of an established full cost pool, the E&E assets are tested for impairment together with all development and production assets associated with that cost pool, as a single cash generating unit.

The aggregate carrying value is compared against the expected recoverable amount of the pool, generally by reference to the present value of the future net cash f lows expected to be derived from production of commercial reserves. Where the E&E assets to be tested fall outside the scope of any established cost pool, there will generally be no commercial reserves and the E&E assets concerned will generally be written off in full.

Any impairment loss is recognised in the income statement as additional depreciation and amortisation, and separately disclosed.

The Group considers the whole of Zambia to be one cost pool and therefore aggregates all Zambian assets for the purpose of determining whether an impairment of E&E assets has occurred.

Investment in subsidiaries

In the Company's financial statements, investment in subsidiaries are stated at cost and reviewed for impairment if there are any indications that the carrying value may not be recoverable.

Related party transactions

IAS 24, 'Related Party Disclosures', requires the disclosure of the details of transactions between the reporting entity and related parties which are disclosed in Note 23. In the consolidated financial statements, all transactions between Group companies are eliminated.

Financial instruments

Recognition of financial assets and financial liabilities

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

De-recognition of financial assets and financial liabilities

The Group derecognises a financial asset only when the contractual rights to cash f lows from the asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for the amount it June have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. The Group derecognises financial liabilities when the Group's obligations are discharged, cancelled or expired.

Trade and other receivables

Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost less any provision for impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash with three months or less remaining to maturity and are subject to an insignificant risk of changes in value.

Impairment of financial assets

The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of a financial asset classified as available for sale, a significant or prolonged decline in the fair value of the financial asset below its cost is considered as an indicator that the financial asset is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative 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 profit or loss - is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on financial assets are not reversed through the income statement.

Trade and other payables

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

Assets under hire purchase

Assets acquired under hire purchase are capitalised in the financial statements and are depreciated in accordance with the policy set out as above. Each hire purchase payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. Finance charges are recognised in profit or loss over the period of the respective hire purchase agreements.

Hire purchases are classified as finance leases as the terms of the lease transfer substantially all of the risk and rewards of ownership to the lessee

Provisions

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic resource will result and that outflow can be reliably measured.

Rehabilitation

Provisions are made for the estimated rehabilitation costs relating to areas disturbed during exploration activities up to reporting date but not yet rehabilitated. Changes in estimate are dealt with on a prospective basis as they arise.

Share-based payments

The Group has applied IFRS 2 Share-based Payment for all grants of equity instruments.

The Group issues equity-settled share-based payments to its employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the shares that will eventually vest.

Fair value is measured using the Black Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The inputs to the model include: the share price at the date of grant, exercise price expected volatility, risk free rate of interest.

Share capital

Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Groups ordinary shares are classified as equity instruments.

For the purposes of the disclosures given in note 18, the Group considers its capital to be total equity. There have been no changes in what the Group considers to be capital since the previous period.

The Group is not subject to any externally imposed capital requirements.

4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, which are described in note 3, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of the assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods.

The following are the critical judgements and estimations that the Directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements:

i) Recoverability of exploration and evaluation assets

Determining whether an exploration and evaluation asset is impaired requires an assessment of whether there are any indicators of impairment, including by reference to specific impairment indicators prescribed in IFRS 6 Exploration for and Evaluation of Mineral Resources. If there is any indication of potential impairment, an impairment test is required based on value in use of the asset. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. The carrying amount of the Group's exploration and evaluation assets at the balance sheet date was £9,613,911 (2014: £9,829,462). No impairments were made during the year (2014: £3,586,479).

The methods and key assumptions in relation to the calculation of the estimates are detailed in note 11.

ii) Going concern

As disclosed in note 3 the Directors have a reasonable expectation that the Company has adequate resources through its cash balances to continue in operational existence for the foreseeable future. For this reason, the Company continues to adopt the going concern basis in preparing the financial statements.

iii) Provisions for liabilities

As a result of exploration activities the Group is required to make provision for rehabilitation. Significant uncertainty exists as to the amount of rehabilitation obligations which may be incurred due to the impact of possible changes in environmental legislation. Due to the early stage of exploration activity no significant damage has been caused and, therefore, no provision has been recognised at 30 June 2015 (2014: £nil) in the Group and the Company balance sheets.

iv) Share based compensation

In order to calculate the charge for share-based compensation as required by IFRS 2, the Group makes estimates principally relating to the assumptions used in its option-pricing model as set out in note 19.

5. SEGMENTAL 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 and making strategic decision, has been identified as the Board of Directors. The Board of Directors considers there to be only one operating segment, the exploitation and development of mineral resources and only two geographicalsegments being Zambia and the UK. 

The geographical split of loss and assets and liabilities are as follows:

6. LOSS FOR THE YEAR

The loss for the year has been arrived at after charging / (crediting):

7. AUDITORS' REMUNERATION

The remuneration of the auditors can be analysed as follows:

8. STAFF COSTS

Included within staff costs £124,662 (2014: £162,511) relates to amounts in respect of Directors.

9. TAXATION

The taxation credit for each year can be reconciled to the loss per the consolidated income statement as follows:

The standard rate of corporation tax in the UK applied during the year was 20% (2014: 20%).

10. LOSS PER SHARE

Basic loss per ordinary share is calculated by dividing the consolidated net loss for the year attributable to ordinary equity holders of the parent company by the weighted average number of ordinaryshares outstanding during the year. The calculation of the basic and diluted loss per share is based on the following data:

At the balance sheet date there were 20,339,403 (2014: 57,520,979) potentially dilutive Ordinary Shares. Potentially dilutive ordinary shares relate to warrants and share options issued to directors, consultants and third parties. In 2015 and the prior year, the potential Ordinary shares are anti-dilutive and therefore the diluted loss per share has not been calculated.

11.  INTANGIBLE EXPLORATION AND EVALUATION ASSETS