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Preliminary Results - Kabwe Update

2 Dec 2013 07:00

RNS Number : 3506U
Berkeley Mineral Resources PLC
02 December 2013
 

 

BERKELEY MINERAL RESOURCES PLC

("BMR" or the "Company")

 

Preliminary Results for the Year ended 30 June 2013

 

 

Berkeley Mineral Resources Plc, the AIM-listed mining tailings processing company, is pleased to announce its results for the year ended 30 June 2013. Operations in Zambia are conducted by BMR's wholly owned Zambian-registered subsidiary Enviro Processing Ltd ("EPL"). BMR has acquired significant resources of lead and zinc and copper tailings.

 

Highlights:

 

· All remaining resources at the Kabwe site secured;

 

· The tailings of zinc and lead secured at Kabwe comprise an estimated 6.4 million tonnes of resource containing an estimated 708,000 tonnes of the two metals plus other valuable minerals: JORC compliant tonnage 3.2 million tonnes containing 436,000 tonnes of metal;

 

· The Kabwe underground mine acquired contains an additional estimated 51 million tonnes of ore at a combined grade of 4.01%*;

 

· Tailings processing consultants Ascot Group ("Ascot") appointed in December 2012;

 

· First copper resources secured at the Rephidim site, Chingola, in July 2012;

 

· BMR secured further copper tailings stockpiles located at the former Bwana Mkubwa mine, at Ndola in the Zambia Copperbelt Province in October 2012;

 

· Total copper tailings 43 million tonnes, estimated average grade 1%*;

 

· In June 2013, EPL acquired a Copper processing plant, located at Kabwe;

 

· Loss for the year was £1.25 million before tax compared with a loss of £1.45 million for the prior year - in line with management expectations.

 

 

Highlights post year end:

 

· In July 2013, a Definitive Feasibility Study ("DFS") was submitted by Ascot and approved for the processing of the Washplant tailings at Kabwe;

 

· In August 2013,  an Environmental and Social Impact Assessment ("ESIA") for BMR's proposed Washplant tailings processing facility in Kabwe commenced;

 

· Acquisition of copper oxide and sulphide material underway, for processing in its plant at Kabwe;

 

· Kabwe copper plant currently being commissioned.

 

 

Masoud Alikhani, Chairman of Berkeley Mineral Resources Plc, commented:

 

"Having secured considerable resources of Zinc, Lead and Copper, we are now looking to commence production at Kabwe shortly. We expect that initial production will be copper cement from copper oxide with processing of the other material following.

 

"We now look forward to 2014 as the year our operations culminate in the successful commencement of production."

 

2nd December 2013

For further information please contact:

Berkeley Mineral Resources Plc

Masoud Alikhani, Chairman 020 7408 1181

Cantor Fitzgerald Europe Stewart Dickson / Julian Erleigh (Corporate Finance) 020 7894 7000Jeremy Stephenson (Corporate Broking)

Lothbury Financial Services

Michael Padley / Gary Middleton 020 3440 7622

 

 

 

CHAIRMAN'S STATEMENT

 

During the year to 30 June 2013, Berkeley Mineral Resources Plc ("BMR") made further progress towards its strategic goal of becoming a processor and supplier of key base metals to world markets. In particular, having secured its sources of material, the Company has advanced its beneficiation studies and processing plans in readiness to commence production.

 

BMR has chosen to conduct its operations in Zambia. The country, a member of the Commonwealth of Nations, is an excellent jurisdiction in which to do business. It also contains large-scale mineral deposits which have been historically mined for over 100 years.

 

Conventional mining companies have to undergo costly exploration and development programmes before they can prove up, dig up and produce saleable metals. However, BMR is focused on producing metals by acquiring and processing stockpiles of mining tailings already on the surface following the closure of former mines. We believe that this decreases the Company's risk profile significantly and will allow us to use capital more efficiently to unlock shareholder value.

 

BMR has centered its operations at the historic Kabwe mine site in central Zambia where mining commenced in 1904 and ended in 1994. The grades of minerals left in the tailings can be as high as can be found in viable underground mines; for example at Kabwe the material that BMR has acquired, the tailings grades average over 5% metal content for both lead and zinc with Washplant areas showing over 17% combined.

 

Considerable infrastructure exists at the former mine site, including excellent road and rail links. Although Zambia is land-locked, BMR's operations at Kabwe are adjacent to railway sidings connecting its plants with international railways running directly to Indian Ocean ports.

 

During the period under review, as well as obtaining the necessary rights and licences to process the lead and zinc tailings at Kabwe, the Company has made its first entry into the much larger copper industry, both in the Kabwe region and in the Zambian Copperbelt in the north of the country.

 

AQUISITION OF LARGE SCALE LICENCE AND TAILINGS AND AT KABWE

 

BMR received governmental clearance of the transfer of the Large-scale Licence 6990-HQ-LML to its Zambian-registered subsidiary Enviro Processing Ltd ("EPL") in May 2012.

 

In August 2012, BMR completed the acquisition of all the remaining surface rights at the Kabwe mine site by way of an assignment of all the interests of Alberg Mining and Minerals Exploration Ltd ("Alberg"). Alberg had been indemnified from all claims and responsibility relating to past environmental and rehabilitation obligations by ZCCM-IH ("ZCCM"), the Zambian parastatal mining company. The outstanding purchase consideration was satisfied in full through the payment of £1 million and the issue of 70 million ordinary shares in the Company. 

 

ABOVE GROUND KABWE ZINC AND LEAD RESOURCES

 

BMR has received, from The Mineral Corporation, a verification study to the internationally recognised JORC standard for the Central Leachplant and Washplant sections of the tailings. The Mineral Corporation also compiled an aggregate tonnage estimate for all of the above-ground material at the Kabwe site of approximately 6.4Mt at an average of 5.48% Lead and 5.50%* Zinc content. This inventory includes approximately 3.2Mt of JORC compliant Measured Mineral Resources for the central Leachplant and Washplant tailings. The estimates for the tailings material other than the central Leachplant and Washplant materials do not conform to a recognised standard such as JORC and as such cannot be relied upon for economic assessment purposes.

 

 

 

 

 

The aggregate estimate for all the above ground stockpiles at the Kabwe Mine site is set out in the table below:

 

Stockpile Type

Dry Tonnage

Zinc Grade

 Lead Grade

Contained Zinc- Tonnes

Contained Lead- Tonnes

Waelz Slag

1,104,794

3.64%

1.52%

40,189

16,974

ISF Slag

1,481,563

8.07%

1.22%

119,579

18,026

Mixed Leachplant

249,690

6.71%

10.17%

16,760

25,393

Pyrite tailings

333,508

4.86%

5.66%

16,208

18,877

Blue Powder

1,914

14.10%

7.34%

270

141

Non-JORC total*

3,171,469

193,006

79,231

Washplant (JORC)

573,458

10.66%

7.21%

61,147

41,345

Central leachplant (JORC)

2,648,920

3.88%

8.71%

102,690

230,810

Grand Total

6,393,847

5.48%

5.50%

356,843

351,386

 

UNDERGROUND ORE RESOURCES

 

As a further result of the Alberg Assignment in August 2012, BMR now owns surface mineral rights over 703 hectares of land containing the remaining un-mined or partly-mined underground ore bodies at Kabwe, together with existing mine shafts and other infrastructure. The majority of the area concerned is effectively greenfields exploration acreage on-strike to the historic mine site.

 

According to mine closure records compiled by ZCCM in 1995, the mine and its immediate environs areas contain an estimated 51 million tonnes of ore at a combined zinc and lead grade of 4.01%*.

 

METALLURGY AND PROCESSING

 

Having secured the surface rights, the licences and verification of the resources, BMR has concentrated on advancing its processing and production plans. Following initial kiln processing testing carried out by Mintek in South Africa using representative samples of both washplant and leachplant material showing a maximum recovery of 96.1% for the minerals from the leachplant samples at 1,200 degrees Centigrade with averaged recoveries of approximately 75% across all samples, BMR then concluded a mutually exclusive Memorandum of Understanding ("MoU") with Yunnan Xiangyun Feilong Nonferrous Metal Company ("Feilong") with the intention of forming a joint venture to exploit the resources at Kabwe utilising Feilong's technology.

 

In December 2012, the contract for processing was transferred to Ascot Group, a Feilong- associated company based in Europe. During 2013, Ascot technical personnel extensively visited Kabwe and process-tested representative tailings samples before producing the project's Washplant tailings DFS, delivered to BMR in July 2013. As the washplant tailings contain the highest combined grade at Kabwe, 17.87%, first phase lead and zinc production has been targeted at this section, employing gravity and magnetic separation techniques to achieve not less than 60% recovery of zinc and lead metals and produce a concentrate of not less than 40%.

 

The DFS concluded that in its gravity phase the Washplant tailings project has a NPV of US$18.7 million at a 10% discount rate, an IRR of 197% and a capital payback period of 10 months. A further leaching phase will separate out remaining metals. The Executive Summary of the DFS has been posted on the company's website at:

http://www.bmrplc.com/lead-and-zinc/feasibility-study/

 

During testwork for the DFS, further material adjacent to the washplant tailings has been identified as possibly suitable for processing using gravity and magnetic separation. These additional resources are not yet included in the operating plan.

 

Ascot is continuing to study the processing plans for the Leachplant sections at Kabwe with the aim of completing a DFS in early 2014.

 

ENVIRONMENT

 

The Kabwe region currently suffers pollution from the existence of lead in the tailings at the former Kabwe mine. The DFS therefore includes provision for the mitigation and reversal of environmental damage at the site while EPL is conducting operations and a budget of US$ 1.6m has been allocated to EPL's environmental programme. Highlights include suppression of dust generation, containment of new tailings ponds and recycling of water while processing operations are conducted and remedial landscaping to be carried out as processing is completed.

 

 LEAD AND ZINC MARKETS

 

During 2013, the LME prices of both lead and zinc have proved resilient, remaining in line with the 5-year averages with the zinc price at around US$1,800 per tonne and lead at US$2,000 per tonne. The main uses of both of these metals are in vehicles, lead in the production of batteries and zinc for galvanising bodywork against corrosion.

 

World production of vehicles has increased from 16.5 million in 1960 to 48.5 million in 1990 and to 84.1 million in 2012, of which China alone produced 19.3 million (cf 18.4 million in 2011) (source: OICA, Organisation Internationale des Constructeurs D'Automobile).This expanding rate of vehicle production worldwide and China's rapidly growing home market underpins the demand for the principal metals BMR will be supplying in the years ahead.

 

COPPER

 

In December 2011, BMR entered the market for copper by signing an Option Agreement giving it the exclusive right to carry out due diligence on three clusters of stockpiles of copper tailings located within a 7km radius of each other at Chingola, about 220km north of Kabwe.

 

In July 2012 BMR concluded negotiations over the first Chingola cluster at the Rephidim site, securing Mining Rights over a total of 397.2 hectares of land containing an estimated 7.5 million tons of copper tailings by signing an Assignment Agreement over an existing Joint Venture agreement. This estimate of resources has been made by BMR's consultants, Mineral Exploration International of Namibia*. For details of the transaction, please see Note 5c) to the Accounts.

During the year under review, BMR took a 75% shareholding in Ndola Mineral Resources Limited ("NMR"), a newly registered Zambian company, which is in the process of taking transfer of a Prospecting Permit/ Small Scale Mining Licence held by Phoenix Materials Limited ("Phoenix") at Ndola in northern Zambia. Subsequently, after the year end, a Joint Venture Agreement was entered into. For details of the transaction, please see Note 5a). It is estimated by BMR's consultants that the Phoenix stockpiles contain some 1-2 million tonnes of mineralised ore and tailings with copper grades varying between 0.3% and 1.0%*.

The Company has also concluded a Joint Venture Agreement ("JVA") with the Bwana Mkubwa Consortium ("BMC"), whose members are the licencees of five Artisanal Licences. These licence areas are all located within the former Bwana Mkubwa Mine Site. BMR is pleased to have secured the JVA as it will provide employment to local Zambians who have significant knowledge and experience of the site. For details of the transaction, please see Note 5b). 

Following due diligence by BMR's consultants, it is estimated that the BMC stockpiles contain some 2.1 million tonnes of mineralised ore and tailings dumps. Analysis indicates that copper grades vary between 0.3% and 1.00%*. BMR does not intend to carry out further work to delineate a resource statement.

In readiness to carry out copper processing, BMR has secured an Industrial Zone plot at Ndola. This is the site of a former copper production plant, located close to both the Phoenix and Bwana Mkubwa tailings stockpiles concerned, with all necessary services and infrastructure in place. The purchase price for the site is expected to be approximately US$ 400,000.

CORPORATE SOCIAL RESPONSIBILITY

 

In addition to building a security wall and providing computer facilities and equipment to local education establishments, BMR has provided two British ambulances to offer emergency care to the community, following serious local road accidents at which care was not rapidly available. The ambulances were presented to Kabwe hospital at a ceremony in October 2013 attended by Zambian regional and national dignitaries.

 

RESULTS FOR THE YEAR

 

For the year ended 30 June 2013, the loss was £1.25 million before tax compared with a loss of £1.45 million for the prior year. The majority of the loss for the year comprises management and administrative expenses and includes pre acquisition costs of £0.16 million in relation to the copper projects (2012: £0.34 million for lead and zinc projects). The cash balance at the year end was £0.30 million (2012: £4.39 million).

 

The main reasons for the decrease in the cash balance in the year were the completion of the acquisition of additional assets at Kabwe which was finalised in August 2012 and the loss for the year. The advance payments made for the acquisition of copper resources and pre-payments for long-lead copper processing equipment at the year end amounted to £4.23 million (2012: £5.18 million including advance payments for assets at Kabwe).

 

GOING CONCERN

 

Operational and Capex requirements

 

At the date of approval of the financial statements, based on current forecasts and funding available, the Company has sufficient resources to continue to meet its obligations as they fall due.

 

However in order to advance all of the projects the Company will need to raise additional funds. Following the year end, the Company raised £1.1 million through the exercise of warrants, which is currently being utilised to progress the development projects and fund ongoing expenditure. The Company is also in negotiations for off-take arrangements with a number of parties.

 

With the proposed and planned finance and with positive cash flow from both the lead & zinc and copper operations as detailed below, the Directors expect the Company to have adequate financial resources to meet its requirements for the foreseeable future and accordingly they are confident that the Company will continue as a going concern and have prepared the financial statements on that basis.

 

Lead and zinc - Kabwe

The Group has in place a detailed Definitive Feasibility Study for Kabwe lead and zinc and the Company expects the positive cash flow for this to commence in the second quarter of 2014.

 

Copper - Kabwe

Based on internal analysis by technically qualified management, the copper processing at Kabwe, following ramping up to the plant nameplate capacity, is also expected to be cash positive at operating level at an annualized estimated rate of US$3 million following the second quarter of 2014 with initial cashflow commencing earlier.

 

Copper - Ndola/Chingola

The Company is also putting in place plans for a modular facility to process the copper tailings in the Ndola/Chingola areas and expects this to become cash positive during the third quarter of 2014.

 

 

 

EVENTS AFTER THE YEAR END

 

In August 2013, EPL received notification that the Zambia Environmental Management Agency ("ZEMA") will require an Environmental and Social Impact Assessment ("ESIA") for BMR's proposed Washplant tailings and Leachplant processing facility in Kabwe. The two public meetings necessary under the ESIA have been successfully held and EPL is currently submitting its full ESIA application having been advised by its consultants AMC.

 

Infrastructure for EPL's Copper plant at Kabwe including water and electrical supply has been arranged and the plant has progressed towards commissioning. Metallurgical studies to produce copper cement from both oxide and sulphide material are being completed. An Environmental Project Brief ("EPB") has been prepared for submission to ZEMA. Supplies of suitable copper material for processing have been sourced and are ready to be stockpiled.

 

WARRANTS

 

On 5 August 2013, the Company changed the exercise price of 127,916,666 warrants (exercisable until 24 October 2013) from 6p to 2p to be exercised by institutional investors.

 

On the 9 August 2013, the terms of the remaining 72,500,000 warrants exercisable before 28 June 2014 were amended to reduce the exercise price from 6p to 2p and reduce the exercise period to 24 October 2013.

 

Post exercise price reduction total of 54,188,413 warrants were exercised, raising £1,083,768 before expenses.

 

On 23 October 2013, the exercise period of the remaining 146,228,253 was extended from 24 October 2013 to 24 January 2014.

 

On 24 October 2013, a further 507,605 warrants were exercised, raising £10,152 before expenses.

 

OUTLOOK

 

Leading up to 2013, BMR has secured considerable resources and designed its processing routes to produce metals, initiate sales and generate cash flow.  The next milepost on BMR's transition to a metal producing company will be the approvals of the company's ESIA application to ZEMA for lead and zinc and EPB for copper, following which we will be ready to commence production.

We are using the intervening period to research improved beneficiation of our resources of zinc and lead and the other valuable metals that are present in the Kabwe tailings and to complete the commissioning of our copper processing plant at Kabwe.

 

At the same time we are continuing our programme to finalise the acquisition of significant copper tailings in northern Zambia and to complete the metallurgical studies and processing plans in order to enter production in this region.

 

We are grateful for shareholders' patience while we have been moving towards production. We now look forward to 2014 as the year our operations culminate in the successful launch of production from our projects which we then intend to ramp up to maximize profitability in the years ahead.

 

For further information please see the Company's website at http://www.bmrplc.com

 

Masoud Alikhani

Chairman

29 November 2013

 

 

* These historical estimates do not conform to a currently recognized standard such as JORC or SAMREC and as such cannot be relied upon for economic assessment purposes.

 

The technical data in this release has been reviewed by Dennis Human, B.Sc. (Hons), Bus. Admin (Hons), MGSSA, Consulting Geologist in accordance with the guidance note for Mining, Oil & Gas Companies issued by the London Stock Exchange in respect of AIM Companies.

  

BERKELEY MINERAL RESOURCES PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2013

 

2013

£

 

2012

£

Continuing operations

 

 

 

 

 

 

Administrative expenses

(1,254,194)

(1,479,833)

Total administrative expenses

(1,254,194)

(1,479,833)

 

 

Finance expense

-

-

Finance income

6,161

27,110

Loss before tax

(1,248,033)

(1,452,723)

Taxation

-

-

Loss for the year after taxation attributable to equity holders of the parent company

(1,248,033)

(1,452,723)

 

 

Other comprehensive loss

 

 

 

 

Exchange translation differences on foreign operations

(524,682)

172,462

 

 

Total comprehensive loss for the year attributable to equity holders of the parent company

(1,772,715)

(1,280,261)

 

 

 

 

 

 

Loss per ordinary share

 

 

Basic and diluted (pence)

0.12p

0.14p

 

  

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Registered Number 02401127

As at 30 June 2013

 

2013

£

 

2012

£

Assets

 

 

Non-current assets

 

 

Intangible exploration and evaluation assets

15,252,295

9,877,922

Property, plant and equipment

170,267

37,329

Prepayment for non-current assets

4,226,467

5,182,373

19,649,029

15,097,624

Current assets

 

 

Trade and other receivables

414,632

37,205

Cash and cash equivalents

297,293

4,387,490

711,925

4,424,695

Total assets

20,360,954

19,522,319

Liabilities

 

 

Current liabilities

 

 

Trade and other payables

432,850

251,445

Total current liabilities

432,850

251,445

Non current liabilities

 

 

Deferred tax

1,973,482

1,888,537

Total non current liabilities

1,973,482

1,888,537

Total liabilities

 

2,406,332

 

2,139,982

Net assets

17,954,622

17,382,337

Equity

Share capital

18,281,348

17,581,348

Share premium

17,169,957

15,524,957

Warrant reserve

2,287,342

2,173,624

Merger reserve

1,824,000

1,824,000

Translation reserve

(272,357)

252,325

Retained earnings

(21,335,668)

(19,973,917)

Total equity

17,954,622

17,382,337

Equity attributable to:-

 

 

Equity holders of the Company

17,758,823

17,186,538

Non-equity holders of the Company

195,799

195,799

17,954,622

17,382,337

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 30 June 2013

 

2013

£

 

2012

£

Cash flows from operating activities

Loss before tax

(1,248,033)

(1,452,723)

Adjustments to reconcile net losses to cash utilised :

 

 

Depreciation of property, plant and equipment

47,327

11,503

Finance income

(6,161)

(27,110)

Share based payments

-

-

 

 

Operating cash outflows before movements in working capital

 

(1,206,867)

 

(1,468,330)

Changes in:

 

 

Trade and other receivables

(377,427)

72,490

Trade and other payables

(15,755)

(251,033)

 

 

Net cash outflow from operating activities

(1,600,049)

(1,646,873)

Investing activities

 

 

Interest received

6,161

27,110

Purchases of property, plant and equipment

(180,541)

(49,132)

Purchases of intangible exploration and evaluation assets

(1,327,492)

(490,477)

Advanced payment for purchase of non-current assets

(984,306)

(4,182,373)

Net cash outflow from investing activities:

(2,486,178)

(4,694,872)

Cash flows from financing activities

 

 

Proceeds from issue of shares and warrants

-

53,300

Net cash inflow from financing activities

-

53,300

 

 

Net (decrease)/increase in cash and cash equivalents

(4,086,227)

(6,288,445)

Effect of foreign exchange rate changes

(3,970)

24,981

Cash and cash equivalents at beginning of year

4,387,490

10,650,954

Cash and cash equivalents at end of year

297,293

4,387,490

 

 

Significant non cash transaction:

70 million ordinary 1p shares were issued at 3.35p as part consideration for the acquisition of intangible exploration and evaluation assets at Kabwe mine.

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 30 June 2013

Share capital

Share premium

Warrant reserve

Merger

reserve

Translation

reserve

Retained earnings

Total

equity

£

£

£

£

£

£

£

As at 1 July 2011

17,528,048

15,524,957

1,508,457

 

1,824,000

 

79,863

 

(17,856,027)

18,608,298

Total comprehensive loss for the year

-

-

-

 

-

 

172,462

 

(1,452,723)

(1,280,261)

Issue of shares and warrants

53,300

-

-

 

-

 

-

 

-

53,300

Transfer on exercise of warrants

-

-

665,167

 

-

 

-

 

(665,167)

-

As at 1 July 2012

17,581,348

15,524,957

2,173,624

 

1,824,000

 

252,325

 

(19,973,917)

17,382,337

Total comprehensive loss for the year

-

-

-

 

-

(524,682)

 

(1,248,033)

(1,772,715)

Issue of shares

700,000

1,645,000

-

 

-

 

-

 

-

2,345,000

Transfer on amendment of warrants terms

-

-

113,718

 

-

 

-

 

(113,718)

-

As at 30 June 2013

18,281,348

17,169,957

2,287,342

1,824,000

(272,357)

(21,335,668)

17,954,622

 

 

 

Notes to the Preliminary Statement:

 

1. General information and accounting policies

 

Berkeley Mineral Resources Plc is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is 6 Derby Street, London W1J 7AD.

The principle activity of the Company is acquisition, evaluation and development of mineral stockpiles, in particular tailings. The Group's projects are located in Zambia.

This Announcement is for the preliminary results for the year ended 30 June 2013

 

2. Basis of preparation

The financial information contained in this announcement has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, however the information contained in this announcement does not contain sufficient information to comply with IFRS.

 

The financial statements have been prepared under the historical cost convention. The preliminary announcement has been prepared on a basis consistent with the accounting policies applied to the statutory accounts for the year ended 30 June 2012.

 

The disclosed figures are not statutory accounts in terms of section 435 of the Companies Act 2006. Statutory accounts for the year ended 30 June 2012, on which the auditor gave an unqualified opinion which did not contain an emphasis of matter paragraph nor statements under sections 498 (2) or (3). The accounts give full disclosure of the Group accounting policies and are scheduled to be posted to all shareholders on 29 November 2013. Copies will also be available on the Company's website from 29 November 2013 and will be filed with the Registrar of Companies in due course.

 

Going concern

 

After making enquiries, the Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis as the Directors are of the opinion that the Group will have sufficient funds to meet their ongoing working capital and committed capital expenditure requirements. In making this assessment, the Directors have considered the Group budgets, the cash flow forecasts and associated risks.

 

 

3. The Directors do not recommend the payment of a dividend.

 

4. The loss per share of 0.12 pence (2012: loss 0.14 pence) has been calculated on the basis of the loss of £1,248,033 (2012: loss £1,452,723) and on 1,069,207,374 (2012: 1,009,184,669) ordinary shares, being the weighted average number of ordinary shares in issue during the year ended 30 June 2013. At the balance sheet date there were 276,357,645 (2012: 284,929,073) potentially dilutive ordinary shares. Potentially dilutive ordinary shares relate to warrants and share options issued to directors, staff and consultants.

 

 

 

 

 

5. Contractual arrangements

 

a) Phoenix Joint Venture

 

During the year, BMR became interested in the acquisition of a 75% shareholding in Ndola Mineral Resources Limited ("NMR"), a newly incorporated Zambian company, with the intention of taking transfer of a Prospecting Permit/ Small Scale Mining Licence held by Phoenix Materials Limited ("Phoenix"). In terms of the agreement concluded by the Company during the year, Phoenix will hold a 25% free carry shareholding in NMR. The initial cash consideration payable by BMR to Phoenix was US$300,000, additionally US$30,000 exclusivity fee and US$45,000 signing fee were paid. At the time Phoenix held a small scale Prospecting Permit and had applied to convert it to a Small Scale Mining Licence ("the Mining Licence") which was to be assigned to NMR when approved and issued. The mining licence was subsequently issued. Phoenix previously entered into a contract with another party in respect to these assets, the rights of the other party were assigned to BMR; under the Deed of Assignment, The Company has to pay a sum of US$500,000, of which US$200,000 has been paid, US$100,000 has been recognized within accruals. In terms of the Assignment, the remaining US$200,000 will be paid on fulfillment of certain conditions and relevant approvals under the agreement. At the year end, the rights to the assets have not been transferred; therefore payments made in relation to these agreements are reflected as "prepayments for non-current assets".

 

Post year end, a Joint Venture Agreement was concluded between the Company, Enviro Processing Limited ("EPL") and NMR and superseded all previous agreements. The purpose of the JV is to recover the copper bearing material from the waste dumps located in the area covered by the Mining Licence and deliver the dump tailings material to EPL for processing purposes. The business of the JV will be conducted by EPL. Phoenix will be paid US$2.5 per tonne of copper bearing material delivered to EPL from the licence area with minimum payment of US$37,500 per month. Shares in NMR will be transferred to Phoenix. Phoenix will transfer all the relevant licences and permits to NMR and in terms of the JV, make the assets of NMR available to the JV. The capital contribution payable by EPL to NMR is US$2,000,000 (less US$345,000 already paid) of which US$1,000,000 is to be paid in The Company's shares at 6p per share. EPL is committed to fund US$1,000,000 for the acquisition of mining equipment to be applied for the purposes of the JV. The mining equipment will remain the property of EPL.

 

b) Bwana Mkubwa Consortium Joint Venture

 

During the year, the Company entered into a Deed of Assignment to acquire the rights to a Joint Venture Agreement with the Bwana Mkubwa Consortium ("BMC"), whose members were the licensees of five Artisanal licences. These licences have been consolidated and converted to one Small scale prospecting license which is currently in the process of being converted to a Small scale mining licence. The licence areas are all located within the former Bwana Mkubwa Mine Site and adjoins the Phoenix licence area (see above). The purpose of the JV is to produce copper concentrate from the dumps and ore bodies, with BMC contributing the licenses and historical intellectual property and the Company incorporating a subsidiary to commission the plant and establish the infrastructure to conduct the mining and processing operations of the JV. Under the terms of the Deed of Assignment total consideration payable by the Company was US$500,000, to the Assignor. This payment, instead of being settled in cash, will be contributed by the Company towards the cost of the erection of the production plant, which will be the obligation of the Company. In return the Assignor receives a 20% equity in the production plant company. In accordance with the Joint Venture Agreement BMC were advanced the sum of US$100,000 to be repaid at a rate of US$5,000 per month from the date on which production commences. BMR will receive 80% of the net operating profit under the JV and BMC 20%.

 

Post year end, the JV Agreement was amended to change the financial participation by BMC from 20% net operating profit in the JV to the payment of US$5 per tonne of tailings dump material mined and removed from the License Area, subject to a minimum monthly payment of US$15,000. In terms of this amendment an additional sum of US$100,000 was advanced to BMC and the repayment terms of the previous US$100,000 amended such that US$5,000 per month will be offset against the monthly payment for mining material mined and removed, and once this has been repaid, US$10,000 a month will be offset against the minimum monthly payment until the second US$100,000 has also been repaid.. The financial interest of BMR/ EPL is to be endorsed by the Department of Mines, Energy and Water Development on the small scale mining license, once issued.

 

 

c) Rephidim Mining Supplies Joint Venture

 

The Company acquired the rights to a Joint Venture Agreement with Rephidim Mining Supplies & Technical Services Limited ("Rephidim"), holder of two small scale mining licences ("The Mining Licenses") via a Deed of Assignment, concluded with Main Capital International ("MCI"). In terms of the Deed of Assignment, the Company has to pay a sum of U$500,000 to MCI of which US$100,000 has been recognised as a current liability and the balance of US$400,000 is payable once certain criteria have been met, which had not been met as at the year end. In terms of the JV agreement, the JV operations shall be conducted in Mfubu Mineral Resources Limited ("Mfubu"), a newly incorporated Zambian company. BMR will contribute as a loan to Mfubu, the funding of a beneficiation plant together with infrastructure, capable of treating 50,000 tons of feedstock per month from the Dumps located on the licence areas and the funding and conducting of operations. Rephidim contributes the mining licenses and existing assets. Rephidim shall participate in the Net Operating Profit at 20%, 15% and 10% at feedstock rates of 50,000 tons, 100,000 tons and 200,000 tons per month respectively.

 

 

6. Events after the Reporting Period

 

On 5 August 2013, the Company changed the exercise price of 127,916,666 warrants (exercisable until 24 October 2013) from 6p to 2p to be exercised by institutional investors.

 

On the 9 August 2013, the terms of the remaining 72,500,000 warrants exercisable before 28 June 2014 were amended to reduce the exercise price from 6p to 2p and reduce the exercise period to 24 October 2013.

 

Post exercise price reduction total of 54,188,413 warrants were exercised, raising £1,083,768 before expenses.

 

On 23 October 2013, the exercise period of the remaining 146,228,253 was extended from 24 October 2013 to 24 January 2014.

 

On 24 October 2013, a further 507,605 warrants were exercised, raising £10,152 before expenses.

7. Posting of Report & Accounts

 

The Company confirms that in accordance with AIM Rules copies of the annual report and accounts for the year ended 30 June 2013 will shortly be sent to all shareholders. In addition, the Annual Report and Financial Statements will be available to be downloaded from the Company's website at

www.bmrplc.com/investors/financial-reports/

 

8. Annual General Meeting

 

The Annual General Meeting of the Company will be held at 10.00am on 23 December 2013 at 86 Park Lane Suite, Grosvenor House Hotel, Park Lane, London W1K 7TN. The resolutions proposed can be found in the Notice of Annual General Meeting on pages 45 to 48 in the annual report and accounts for the year ended 30 June 2013, available for download on the Company's website.

 

 

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