Cloudified Holdings Limited Regulatory News (CHL)

27 Mar 2008 07:00

Churchill Mining plc27 March 2008 27 March 2008 AIM:CHL Churchill Mining PLC ("Churchill" or "the Company") Interim Results for the six months ended 31st December 2007 Churchill Mining PLC announces its interim results for the six months to 31stDecember 2007. Highlights • Profit of £986,248 or 2.11 pence per Ordinary Share • Acquisition of 75% stake in the East Kutai Coal Project (EKCP) in Indonesia, a discovery of potential world-class size • Ongoing exploration success at East Kutai Coal Project during the half year • £10 million share placement to institutional investors which will allow the company to accelerate its drilling programme at the ECKP and begin mining scoping studies; and • The successful divestment of the South Woodie Woodie manganese project into a new Australian Securities Exchange (ASX) listed company: Spitfire Resources Ltd. Commenting on the results Paul Mazak, Managing Director of Churchill Miningsaid: "The past six months have been integral in the development of theCompany. The acquisition and exploration of the East Kutai Coal Project was byfar the most significant development of the period, and the placing furthercemented the support from our institutional investors allowing us to acceleratethe drilling programme at EKCP." We believe that we are well positioned to achieve our core value, which is tocreate shareholder value, and look forward to the next six months." -Ends- Enquiries: Churchill Mining Plc Blue Oar Securities Parkgreen CommunicationsPaul G. Mazak Romil Patel Justine Howarth / Ana RibeiroManaging Director +44(0)20 7448 4400 +44 (0) 20 7851 7480+61 (0)8 9388 0377 Olly Cairnspaul.mazak@churchillmining.com +61 (0)8 6430 1631www.churchillmining.com CHAIRMAN'S STATEMENT Dear Shareholder, I am pleased to present Churchill Mining Plc's Half Year Report for the sixmonths ended 31 December 2007 following an active and successful period. The period has been highlighted by: a) Ongoing exploration success at Churchill's East Kutai Coal Project (EKCP) inIndonesia; b) A £10 million share placement which will allow the company to accelerate itsdrilling programme at the EKCP and begin mining scoping studies; and c) The successful divestment of the South Woodie Woodie manganese project into anew Australian Securities Exchange ("ASX") listed company: Spitfire ResourcesLtd. By far the most important development during the half year has been theemergence of the East Kutai Coal Discovery, located in Kalimantan approximately110km north of Sangatta, as a discovery of potential world-class size. Churchill acquired a 75% stake in the project during 2007 and since then hasbeen aggressively drilling the area for sub-bituminous thermal coal. Drilling initially started on 500 metre spaced centres to a depth of between100m to 150m and rapidly defined a large north/west-south/east trending coalcorridor. As announced on 30 January 2008, the company is in the process of aninfill drilling programme (on 250m centres) across a 10km x 4km high priorityzone and had calculated an initial volumetric calculation of around 140 milliontonnes, as part of its 500 million tonne coal resource target for 2008, fromthis area. The data from the first part of the infill programme has been handedto independent experts SMGC for the calculation of an ongoing JORC compliantresource statement. First JORC numbers are anticipated to be released in April2008. Such is the potential scale of the EKCP discovery that in November 2007 yourBoard completed a £10 million equity placement to institutional investors tofund a 65,000m drilling programme with the objective of delineating 100 milliontonnes in reserves and 400 million tonnes in resources by the end of 2008. Themoney will also fund various mining and logistical scoping studies, andassisting Churchill to decide the project's optimum extraction, producttransport and financial parameters. The new drilling campaign will be a mix of open hole and core drilling and willinvolve the use of 3 drill rigs and 200 support personnel. This programme isbeing managed by Jakarta-based consultants PT GMT and is led by ex-patAustralian, Brett Gunter. Churchill's second Indonesian project - the Sendawar Coal Bed Methane Project -continues to be of interest given the increasing cost of energy inputs. The areasits in a coal basin with potential to host 5 trillion cubic feet of gas. In September 2007 Churchill (70%) was granted a Coal Bed Methane license ("CBMLicense") for the project along with joint venture partner PT Ridlatama MiningUtama (30%) - the first of its kind to be granted by the Indonesian Governmentthrough direct appointment. The CBM license has given Churchill access to asubstantial oil and gas database including seismic information and well details.This information is now being interpreted under a joint evaluation study. Thecompany will consider the carrying value of the exploration expenditure for theSendawar project in light of these recent developments and future plans for theregion, in the year-end financial statements. Given Churchill's considerable focus on Indonesia the Board decided to divest80% of the company's South Woodie Woodie manganese project in the East Pilbaraof Western Australia into a dedicated Australian company called SpitfireResources Limited ("Spitfire"). Spitfire listed on the ASX in December after raising AUD$6 million in a heavilyoversubscribed IPO. It is anticipated that the company will begin drilling itsfirst targets in April 2008. On 17 March 2008 Spitfire announced that the largeNorwegian manganese alloys and metal producer Tinfos AS, has taken a 14%strategic shareholding in Spitfire. Churchill remains Spitfire's biggestshareholder with 35.65% of the company and has retained upside to any miningcash-flow from the project via a priced-scaled royalty agreement. The profit for the period, £986,248 or 2.11 pence per Ordinary Share, was drivenlargely by the successful divestment of 80% of the South Woodie Project whichprovided a significant gain of £1,606,317 over its historical balance sheetcost. The balance of operating expenditure is in line with the Company's stageof development as an explorer. Churchill's overall financial position remainsstrong and the Company has the necessary cash resources, totalling £9,978,298 atthe end of December 2007, to conduct its exploration work at the East Kutai Coalproject and progress the Sendawar CBM opportunity. In summary Churchill remains committed to its core value of creating shareholderwealth. Given Churchill's commodity mix, the almost unprecedented current globaldemand for coal, CBM and manganese and the significant amounts of explorationdollars due to be expensed at its direct and indirectly owned projects, theoutlook for Churchill has never been better since listing in 2005. On behalf of the Board I would like to thank you, the Shareholders, for yoursupport of the company's activities and I look forward to your ongoing supportas we embark on another exciting chapter in Churchill's growth story in thisnext half year. David F Quinlivan Chairman INDEPENDENT REVIEW REPORT TO CHURCHILL MINING PLC Introduction We have been engaged by the company to review the condensed set of financialstatements in the half-yearly financial report for the six months ended 31December 2007 which comprises the Group Income Statement, the Group BalanceSheet, the Group Cash Flow Statement, and the Group Statement of Changes inShareholders Equity and related notes. We have read the other information contained in the half-yearly financial reportand considered whether it contains any apparent misstatements or materialinconsistencies with the information in the condensed set of financialstatements. Directors' responsibilities The interim report, including the financial information contained therein, isthe responsibility of and has been approved by the directors. The directors areresponsible for preparing the interim report in accordance with the rules of theLondon Stock Exchange for companies trading securities on the AlternativeInvestment Market which require that the half-yearly report be presented andprepared in a form consistent with that which will be adopted in the company'sannual accounts having regard to the accounting standards applicable to suchannual accounts. Our responsibility Our responsibility is to express to the company a conclusion on the condensedset of financial statements in the half-yearly financial report based on ourreview. Our report has been prepared in accordance with the terms of our engagement toassist the company in meeting the requirements of the rules of the London StockExchange for companies trading securities on the Alternative Investment Marketand for no other purpose. No person is entitled to rely on this report unlesssuch a person is a person entitled to rely upon this report by virtue of and forthe purpose of our terms of engagement or has been expressly authorised to do soby our prior written consent. Save as above, we do not accept responsibilityfor this report to any other person or for any other purpose and we herebyexpressly disclaim any and all such liability Scope of review We conducted our review in accordance with International Standard on ReviewEngagements (UK and Ireland) 2410, ''Review of Interim Financial InformationPerformed by the Independent Auditor of the Entity'', issued by the AuditingPractices Board for use in the United Kingdom. A review of interim financialinformation consists of making enquiries, primarily of persons responsible forfinancial and accounting matters, and applying analytical and other reviewprocedures. A review is substantially less in scope than an audit conducted inaccordance with International Standards on Auditing (UK and Ireland) andconsequently does not enable us to obtain assurance that we would become awareof all significant matters that might be identified in an audit. Accordingly,we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believethat the condensed set of financial statements in the half-yearly financialreport for the six months ended 31 December 2007 is not prepared, in allmaterial respects, in accordance with the rules of the London Stock Exchange forcompanies trading securities on the Alternative Investment Market. BDO Stoy Hayward LLPChartered Accountants and Registered Auditors55 Baker StLondon W1U 7EU26th March 2008 Churchill Mining plc Group Income Statement (Unaudited)For the 6 months ending 31st December 2007 6 months to 6 months to Year ended 31 Dec 2007 31 Dec 2006 30 June 2007 Unaudited Unaudited Audited Note £ £ £ Continuing OperationsRevenue - - -Cost of Sales - - -Gross Profit /(Loss) - - - Other operating income 42,274 9,817 -Administrative & operating expenses (563,730) (311,318) (1,090,411) Profit / (Loss) from operations (521,456) (301,501) (1,090,411)Finance Income 54,510 90,730 158,916Finance Costs (1,176) - (943) Profit /(Loss) on ordinary activities before (468,122) (210,771) (932,438)taxation Taxation 4 - - -Share of associates loss (5,312) - - Profit/(Loss) on ordinary activities after (473,434) (210,771) (932,438)taxation from continuing operations Profit/(Loss) from discontinued operations 1,459,682 (86,818) (176,029) Profit/(Loss) for the period attributable to 986,248 (297,589) (1,108,467)equity shareholders of the parent Earnings per share for profit attributableto the ordinary equity holders of thecompany Profit/ (Loss) per Share (pence)Basic 3 2.11p (0.67p) (2.49p)Diluted 1.71p (0.67p) (2.49p) Earnings per share for profit fromcontinuing operations attributable to theordinary equity holders of the company Profit/ (Loss) per Share (pence)Basic 3 (1.01p) (0.47p) (2.09p)Diluted (1.01p) (0.47p) (2.09p) Churchill Mining plcConsolidated Balance Sheet (Unaudited)As at 31st December 2007 6 months to 6 months to Year ended 31 Dec 2007 31 Dec 2006 30 June 2007 Unaudited Unaudited Audited (restated) £ £ £ ASSETSCurrent assetsCash and cash equivalents 9,978,298 3,953,725 2,415,189Trade and other receivables 565,241 181,795 195,895 Total current assets 10,543,539 4,135,520 2,611,084 Non-current assetsProperty, Plant and Equipment 46,435 31,806 49,550Intangible assets 5,546,169 3,997,707 5,336,317Investments in associates 1,984,751 - - Total non-current assets 7,577,355 4,029,513 5,385,867 TOTAL ASSETS 18,120,894 8,165,033 7,996,951 LIABILITIESCurrent LiabilitiesTrade and other payables 250,764 68,817 518,918Borrowings 6,603 3,099 6,366 Total current liabilities 257,367 71,916 525,284 Non-current LiabilitiesBorrowings 8,305 7,400 12,426 Total non-current liabilities 8,305 7,400 12,426 TOTAL LIABILITIES 265,672 79,316 537,710 NET ASSETS 17,855,222 8,085,717 7,459,241 CAPITAL & RESERVES ATTRIBUTABLE TO EQUITYHOLDERS OF THE COMPANYShare Capital 652,760 445,800 445,800Share premium reserve 15,385,096 6,200,382 6,200,382Merger reserve 3,425,000 3,425,000 3,425,000Other reserves 747,494 545,033 729,435Retained Losses (2,355,128) (2,530,498) (3,341,376) TOTAL EQUITY 17,855,222 8,085,717 7,459,241 Churchill Mining plcStatement of Changes in Equity (Unaudited)For the 6 months ending 31st December 2007 Consolidated Share Share Merger Retained Other Reserves Total Capital Premium Reserve Losses Equity Reserve Foreign Equity exchange settled share options £ £ £ £ £ £ £Changes in equity forperiod to 30June 2007 Balance at 1 445,800 6,200,382 3,425,000 (2,232,909) - 545,033 8,383,306July 2006(Restated) Loss for the - - - (1,108,467) - - (1,108,467)year Exchange - - - - (31,598) - (31,598)differences ontranslation offoreignoperations Total - - - (1,108,467) (31,598) - (1,140,065)recognisedincome andexpenses for theyear Recognition of - - - - - 216,000 216,000share basedpaymentsBalance at 30 445,800 6,200,382 3,425,000 (3,341,376) (31,598) 761,033 7,459,241June 2007 Changes in equity forperiod to 31December 2007 Balance at 1 445,800 6,200,382 3,425,000 (3,341,376) (31,598) 761,033 7,459,241July 2007 Profit for the - - - 986,248 - - 986,248half year Exchange - - - - 9,200 - 9,200differences ontranslation offoreignoperations Total - - - 986,248 9,200 - 995,448recognisedincome andexpenses for thehalf year Recognition of - - - - - 8,859 8,859share basedpayments Issue of shares 206,960 9,184,714 - - - - 9,391,674Balance at 31 652,760 15,385,096 3,425,000 (2,355,128) (22,398) 769,892 17,855,222December 2007 Churchill Mining plc Group Cash Flow StatementFor the 6 months ending 31st December 2007 6 months to 6 months to Year ended 31 Dec 2007 31 Dec 2006 30 June 2007 Unaudited Unaudited Audited £ £ £ Cash flows from operating activities (754,255) (689,118) (923,853)Interest expense (1,176) - (943)Net cash flows from operating activities (755,431) (689,118) (924,796) Investing activitiesInterest received 43,683 90,730 182,324Payments for property, plant & equipment (2,537) (19,627) (42,278)Payments for exploration assets (374,250) - (125,389)Payments for exploration and evaluation (462,899) (668,258) (1,717,526)Cash flows from investing activities (796,003) (597,155) (1,702,869) Financing activitiesProceeds from issue of shares 9,811,198 - -Share issue expenses paid (699,524) - (150,000)Proceeds from borrowings - 10,499 18,792Repayments of borrowings (3,884) - -Cash flows from financing activities 9,107,790 10,499 (131,208) Increase/(Decrease) in cash and cash 7,556,356 (1,275,774) (2,758,873)equivalentsCash and cash equivalents at start of the year 2,415,189 5,229,499 5,229,499Effect of foreign exchange rate differences 6,753 - (55,437) Cash and cash equivalents at end of period 9,978,298 3,953,725 2,415,189 Notes to the Interim Report 1. BASIS OF PREPARATION The financial information set out in this report is based on the consolidatedfinancial statements of Churchill Mining PLC and its subsidiary companies(together referred to as the 'Group'). The accounts of the Group of the 6months ended 31st December 2007 were approved by the Board on 26th March 2008.The interim results have not been audited, but were the subject of anindependent review carried out by the Company's auditors, BDO Stoy Hayward LLP.In accordance with s240 of the Companies Act 1985, such unaudited results do notconstitute statutory accounts of the Company or the Group. These accounts havebeen prepared in accordance with the accounting policies that are expected to beapplied in the Report and Accounts of Churchill Mining PLC for the year ended 30June 2008. The statutory accounts for the year ended 30 June 2007 have beenfiled with the registrar of Companies. The auditor's report on those accountswas unqualified, did not include any references to any matters to which theauditors drew attention by way of emphasis without qualifying their report anddid not contain a statement under section 237(2)-(3) of the Companies Act 1985. The consolidated financial statements incorporate the results of ChurchillMining PLC and its subsidiaries undertakings as at 31st December 2007, using theacquisition and merger method of accounting as appropriate. The correspondingamounts are for the year ended 30th June 2007 and the 6 month period ended 31December 2006 which were previously reported under UK GAAP. First time adoption of International Financial Reporting Standards (IFRS) This is the first time the Company has prepared its Interim Financial Statementsusing the recognition and measurement principles of IFRS, having previouslyprepared its Interim Financial Statements in accordance with UK accountingstandards. The Company adopted IFRS for the full-year ended 30 June 2007.Details of how the transition from UK accounting standards to IFRS affected theGroup's reported position at 31 December 2006 are shown in Note 5. Restatement 2006 Consistent with the full year to 30 June 2007, the comparative figures reportedin respect of the acquisition of PT Indonesia Coal Development have beenrestated as was reported in the year to June 2006. (Refer to the June 2007annual report for full details). Discontinued Operations During the period the Australian subsidiary Planet Mining Pty Ltd sold 80% ofthe South Woodie Woodie project to Spitfire Resources Limited ("Spitfire") inaddition to relinquishing control of Spitfire. As this represents a disposal ofa separate major line of business and geographical area of operations, theresults of the South Woodie Woodie project have been disclosed as a discontinuedoperation with the profit/(loss) shown separately on the income statement. 2. DIVIDENDS The Directors do not recommend the payment of a dividend for the period. 3. EARNINGS PER SHARE Basic earnings per share are calculated by dividing the earnings attributable toordinary shareholders by the weighted average number of Ordinary Sharesoutstanding during the period. In order to calculate diluted earnings per share, the weighted average number ofOrdinary Shares in issue is adjusted to assume conversion of all dilutivepotential Ordinary Shares according to IAS 33. Dilutive potential OrdinaryShares include share options granted to employees and Directors where theexercise price (adjusted according to IAS 33) is less than the average marketprice of the Company's Ordinary Shares during the period. 6 months to 6 months to Year ended 31 Dec 2007 31 Dec 2006 30 June 2007 Unaudited Unaudited Audited £ £ £ Profit /(Loss) attributable to ordinary 986,248 (297,589) (1,108,467)shareholders Number of Number of Number of Shares Shares Shares Weighted average number of shares used in the 46,667,432 44,580,000 44,580,000calculation of basic earnings /(loss) per share Effect of dilutive share options 10,983,027 1,136,344 848,064 Weighted average number of shares used in the 57,650,459 45,716,344 45,428,064calculation of diluted earnings /(loss) per share Basic earnings/ (loss) per share 2.11p (0.67p) (2.49p) Diluted earnings/ (loss) per share 1.71p (0.67p) (2.49p) Earnings per share (Continuing Operations) Profit/(Loss) from continuing operations (473,434) (210,771) (932,438) Basic earnings/(loss) per share (pence) (1.01p) (0.47p) (2.09p) Diluted earnings/(loss) per share (pence) (1.01p) (0.47p) (2.09p) Earnings per share (Discontinued Operations) Profit/(Loss) from discontinued operations 1,459,682 (86,818) (176,029) Basic earnings/(loss) per share (pence) 3.12p (0.20p) (0.40p) Diluted earnings/(loss) per share (pence) 2.53p (0.20p) (0.40p) The total number of shares in issue at 31st December 2007 amounted to65,276,000. The total amount of options held over the shares at 31st December2007 was 14,168,200. These options are exercisable at prices that range between12p and 80p. For the prior periods, the effect of 4,704,000 potential ordinary shares at 31December 2006, and 13,864,200 potential ordinary shares at 30 June 2007 arisingfrom the exercise of options is considered to be anti-dilutive and have beenexcluded from the above calculation. 4. TAXATION No taxation has been provided for the period as no tax is due on the disposal ofthe South Woodie Woodie project due to both parties being part of a tax group atthe point of disposal. No deferred tax asset has been recognised for past lossesas the recoverability of any such assets is not probable in the foreseeablefuture. 5. FIRST TIME ADOPTION OF IFRS Reconciliation and explanatory notes on how the transition to IFRS has affectedprofit/ (loss) and net assets previously reported under UK Generally AcceptedAccounting Principles (UK GAAP) are given below. CONSOLIDATEDBALANCE SHEET RECONCILIATION AS AT 31 Note RESTATED UK GAAP Adjustments IFRSDECEMBER 2006 £ £ £ ASSETSCurrent assets Cash 3,953,725 - 3,953,725 Receivables 181,795 - 181,795Total current assets 4,135,520 - 4,135,520 Non-current assets Property, Plant & Equipment 31,806 - 31,806 Intangible assets (i) 7,172,257 (3,174,550) 3,997,707Total non-current assets 7,204,063 (3,174,550) 4,029,513TOTAL ASSETS 11,339,583 (3,174,550) 8,165,033 LIABILITIESCurrent liabilities Payables 68,817 - 68,817 Short term borrowings 3,099 - 3,099 Total current liabilities 71,916 - 71,916 Non-current liabilities Long term borrowings 7,400 - 7,400Total non-current liabilities 7,400 - 7,400TOTAL LIABILITIES 79,316 - 79,316 NET ASSETS 11,260,267 (3,174,550) 8,085,717 CAPITAL & RESERVES ATTRIBUTABLE TO EQUITYHOLDERS OF THE COMPANY Share Capital 445,800 - 445,800 Share premium reserve 6,200,382 - 6,200,382 Merger reserve 3,425,000 - 3,425,000 Other reserves (i) 3,719,583 (3,174,550) 545,033 Retained Earnings (2,530,498) - (2,530,498)TOTAL EQUITY 11,260,267 (3,174,550) 8,085,717 5. FIRST TIME ADOPTION OF IFRS (CONTINUED) Adjustments Explanation of the adjustments made to the UK GAAP Balance Sheet are as follows:- (i) Under IAS 38 the Group is required to reverse the priorrevaluation of the South Woodie Woodie Project recorded under UK GAAP. Theimpact upon adoption of IAS 38 is £3,174,550 with a reduction in other reservesand a corresponding reduction in other intangible assets. There were no changes to the Income Statement upon adoption of IFRS. 6. POST BALANCE SHEET EVENTS On the 10 March 2008 the company issued 200,000 fully paid ordinary shares of 1pence each pursuant to the exercise of options at an exercise price of 12 penceper share. On 17 March 2008 Spitfire announced that the large Norwegian manganese alloysand metal producer Tinfos AS, has taken a 14% strategic shareholding inSpitfire. Churchill remains Spitfire's biggest shareholder with 35.65% of thecompany and has retained upside to any mining cash-flow from the project via apriced-scaled royalty agreement. 7. FORWARD LOOKING STATEMENTS This report contains certain forward looking statements, which includeassumptions with respect to future plans, results and capital expenditures. Thereader is cautioned that assumptions used in the preparation of such informationmay prove to be incorrect. All such forward looking statements involvesubstantial known and unknown risks and uncertainties, certain of which arebeyond the Company's control. Please refer to the Company's Admission Documentavailable from the Company's web site for a list of risk factors. The Company'sactual results could differ materially from those expressed in, or implied by,these forward-looking statements and, accordingly, no assurances can be giventhat any of the events anticipated by the forward-looking statements willtranspire or occur, or if any of them do so, what benefits the Company willderive therefrom. All subsequent forward-looking statements, whether written ororal, attributable to the Company or persons acting on its behalf are expresslyqualified in their entirety by these cautionary statements. Furthermore, theforward-looking statements contained in this report are made as at the date ofthis report 8. INTERIM REPORT Copies of this interim report for the six months ended 31st December 2007 willbe available from the offices of Churchill Mining PLC, 1st Floor, Unit 8, 232Churchill Avenue, Subiaco, WA, 6008, and on the company's websitewww.churchillmining.com This information is provided by RNS The company news service from the London Stock Exchange