Blencowe Resou. Regulatory News (BRES)

Blencowe Resources Plc

("Blencowe" or the "Company")

Half Yearly Report for the period ended 31 March 2019

The Board of Blencowe Resources Plc is pleased to announce its half yearly report for the period

ended 31st March 2019.

Electronic copies of the report will be available at the Company's website https://blencoweresourcesplc.com/news/

Blencowe was formed for the purposes of acquiring a natural resources asset, and, having reviewed several projects, the Board is pleased to have identified a suitable asset and to have made significant progress in due diligence, and to have had its shares listed on a public stock exchange to enable it to complete the acquisition. The Board believes that the Company is now well positioned to implement its strategy.

Whilst the financial results in this report are for the six months to 31 March 2019, the key developments which we are pleased to report on took place after that date.

Its entire issued share capital, being 31,666,664 ordinary shares were admitted to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) on the 18th April 2019 and to trading on the London Stock Exchange's Main Market for listed securities.

Since incorporation and up to the date of this report, the Company has raised a total share capital of £800,000 (before costs), but the listing price implied a valuation of £1.26 million. The Company is well funded to meet anticipated costs leading up to completion of the Transaction and associated capital raising.

The total comprehensive loss for the six-month period to 31 March 2019 was £82,837, which was made up entirely of the Company's operating expenses.

The Company announced on 13 May 2019 that it had entered into Heads of Agreement with Consolidated Africa Limited ("CRA") and New Energy Minerals Africa Pty Ltd ("New Energy") for the proposed assignment to the Company of a binding option for it to acquire 100% of the share capital of Consolidated African Resources (Uganda) Ltd ("CARU"), a subsidiary of CRA, by way of a reverse takeover ("Transaction"). CRA has given its binding consent to the assignment of the option. CARU is a Ugandan registered company which is the owner of the Orom Graphite Project in northern Uganda.

Blencowe will, subject to due diligence, exercise the option to acquire the entire share capital of CARU with the total aggregate consideration payable by the Company being £2,000,000 (two million pounds), to be satisfied in full by the issue of 33,333,333 new ordinary shares of the Company at an implied price of £0.06 per share, of which £500,000 will be payable to New Energy as consideration for the assignment of the option and £1,500,000 will be payable to CRA as the acquisition price for CARU. Completion of the Transaction will be conditional on Blencowe raising working capital for the enlarged group to further develop the Orom Graphite Project. As a budget and work programme for the Orom Graphite Project has not yet been agreed, the quantum of any such fundraise is at the date of this announcement still undetermined.

Whilst the principal terms of the Transaction have been agreed, the acquisition remains subject to due diligence, completion of the acquisition documentation, completion of the fundraising and re-listing of the enlarged group on the London Stock Exchange. Accordingly, there is no certainty that it will be completed. If the Transaction is completed, it will constitute a reverse takeover under the Listing Rules and will be subject to approval by shareholders of the Company at a general meeting.

In accordance with the Listing Rules, the listing of its shares on the London Stock Exchange has been suspended, pending publication of a prospectus setting out details of the proposed Transaction and the fundraising (or in the alternative the Company announces that it has elected not to exercise the option).

We are pursuing a metal that has strong future for the next 20 years given that graphite is the largest component of the lithium battery. We believe that the Orom Graphite Project can be globally significant due to the high-quality product and scale of the target resource. The graphite is characterised by large and jumbo flake size with both high grade and purity that is in short supply for the battery metals sector. Also, the Ugandan government who are very keen to develop their mining sector, recently granted CARU a 21 year mining licence over 19sqkm of the Orom Graphite Project.

The Directors confirm that this condensed interim financial information has been prepared in accordance with IAS 34 as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

·; an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

·; material related-party transactions in the first six months and any material changes in the related-party transactions described in the last Annual Report.

The board of Blencowe looks forward to keeping shareholders informed of further developments in what we believe is a very exciting transaction.

Statement of Comprehensive Incomefor the six-month period ended 31 March 2019

There was no other comprehensive income for the period ended on 31 March 2019.

Statement of Financial Position as at 31 March 2019

Statement of Changes in Equity for the six-month period ended 31 March 2019

Statement of Cash Flows for the six-month period ended 31 March 2019

 Notes to the Financial Statements for the six-month period ended 31 March 2019

1. General

Blencowe Resources Plc (the "Company") is a public limited company incorporated and registered in England and Wales on 18 September 2017 (as Cora Gold Limited, the name was changed to Blencowe Resources Limited on the 26 September 2017 and to Blencowe Resources plc on 13 July 2018) with registered company number 10966847 and its registered office situated in England and Wales with its registered office at 25 Bilton Road, Rugby, CV22 7AG.

The Company did not trade during the period under review.

2. Accounting Policies

The interim financial statements of Blencowe Resources Plc are unaudited condensed financial statements for the 6-month period ended 31 March 2019. These include audited comparatives for the 13-month period from inception to 30 September 2018.

The accounting policies applied by the Company in these interim financial statements, are the same as those applied by the Company in its consolidated financial statements, and have been prepared on the basis of the accounting policies expected to apply for the financial year to 30 September 2019 which have been prepared in accordance with IFRS as adopted by EU for. The Company Financial Statements has been prepared using the measurement bases specified by IFRS each type of asset, liability, income and expense.

The Company Financial Statements is presented in GBP, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise stated. 

3. Critical accounting estimates and judgments

In preparing the Company's Interim Financial Statements, the Directors have to make judgments on how to apply the Company's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the Company Financial Statements

4. Administrative fee and other expenses

The company did not employ any staff during the period other than Directors. The Directors are the only members of key management and their remuneration related solely to short term employee benefits.

5. Loss per share

The calculation of the basic and diluted loss per share is based on the following data:

There are no potentially dilutive shares in issue.

6. Related party transactions

The are no related party transactions during the period except for the Director's remuneration, which has been disclosed in note 4.

7. Events after the reporting date

Shares in the Company were admitted to the Official List of the London Stock Exchange on 11 April 2019, and commenced trading on 18 April 2019. Throughout the six months to 31 March 2019 and thereafter up to the date of the listing, there were 21,666,664 Ordinary Shares in issue. In conjunction with the listing, a further 8,500,000 Ordinary Shares were issued at a price of 4pence per share, to raise £340,000 before costs, or £260,000 after costs. In addition, a further 1,500,000 Ordinary Shares were issued in settlement of £60,000 of costs incurred under two Facilitation Agreements with third party service providers.

On 13 May 2019, the Company requested temporary suspension from the stock exchange as a result of the Heads of Agreement entered to acquire Consolidated African Resources (Uganda) Ltd (CARU). CARU is a Ugandan registered company which is the owner of the Orom Graphite Project in Northern Uganda.