30 Jun 2008 17:36
For immediate release: 30 June 2008
COPPER RESOURCES CORPORTATION PLC ("Copper Resources" or the "Company") FINANCIAL STATEMENT FOR THE PERIOD ENDED 31 DECEMBER 2007
Copper Resources Corporation Plc (AIM: CRC), the minerals and mining company, today announces its audited results for the year ended 31 December 2007, which are being posted to shareholders today.
CHAIRMAN'S REPORT
Dear Shareholders,
The 2007 financial year has seen significant corporate activity at the shareholders' level and renewed focus on the re-establishment of mining operations in the Democratic Republic of Congo ("DRC"). Metorex Limited ("Metorex") acquired a 39% interest in CRC from the Forrest Group of Companies and a further 7% interest through a Minorities Offer to the remaining CRC shareholders. Subsequent to the year end, Metorex acquired a further 4.3% from a London institution which has resulted in Metorex holding a 50.22% interest in your company.
Metorex is a diversified mining company which has mining operations in South Africa, Zambia and the DRC and is listed on the Johannesburg Stock Exchange, the London Stock Exchange and has an ADR Programme through the Bank of New York. Metorex has been operating mining companies for 33 years and is well positioned to manage the re-establishment of mining operations and exploration activities held by Miniere de Musoshi et Kinsenda SARL ("MMK") in the DRC.
Metorex has established and is operating the Ruashi Mine situated in Lubumbashi and has exploration projects in the Kolwezi area.
Following the acquisition by Metorex of its interests in CRC, Messrs A S Malone and C D S Needham, who are Chairman and Chief Executive Officer of Metorex respectively, were appointed to the Board of Directors. Mr R Fischer and Mr M Smith have recently been appointed to the Board of Directors.
Subsequent to year end, further corporate activity has taken place whereby Central African Mining & Exploration Company Plc ("CAMEC") has acquired a 47% interest in CRC which has resulted in Metorex and CAMEC being the two major shareholders with the general public holding approximately 2.5% of the issued share capital of the company.
Title Reviews
The Revisitation Committee appointed by the Government of the DRC has been mandated to review 61 mining titles which includes PE101 and PE102 held by MMK which has a partnership agreement with Sodimeco. The company has responded to the revisitation documents submitted to the company with regard to the equity split between CRC and Sodimeco, involvement by Sodimeco in management and a summary of the social programmes undertaken by the company. The Board believes that the titles held by MMK are in good standing and is progressing the development of the various projects as expeditiously as possible.
Project Development
Kinsenda Mine
The re-establishment of the Kinsenda mine is progressing well. During 2007 and in the current year the dewatering of the mine, refurbishing of the underground workings, the vertical shaft and incline shafts is taking place and the acquisition of underground mobile equipment has commenced. The design of the metallurgical plant is nearing finalization with technical consultants MDM. The estimated capital expenditure required to re-establish the Kinsenda mine and concentrator is approximately US$160 million. The financing of this project is envisaged as being a combination of pre-offtake finance, equipment financing and equity or loan contributions from the shareholders.
The Kinsenda mine and plant capacity is planned to process 80,000 tons per month of ore and produce approximately 35,000 tons of copper in concentrate annually at full capacity. The Kinsenda JORC compliant resource amounts to 17million tons at 5% copper. This is based on the Finore resource modelling completed in 2006.
Lubembe Deposit
The Lubembe mineral deposit is estimated to contain 47.5million tons grading 2.2% copper. A geological team has been appointed to evaluate this deposit and a drilling programme has been implemented to verify prior geological information and upgrade the resource to a higher category.
Musoshi Mine
The mine reserves are being evaluated with a view to establishing how this project can optimally be turned to account. The cobalt smelter on site continues to treat the Kimonto dumps and produces approximately 12 to 15 tons of contained cobalt per month. The historical resource amount to 24 million tons at 2.4% copper.
The group presently employs approximately 1,100 personnel on its various sites.
The Hinoba-An Project situated in the Philippines
Further work continued during 2007 and a pre-feasibility study was finalized in late 2007, prepared by independent consultants IMC. The board is reviewing alternatives as to how this project can be expedited including discussions with possible joint venture partners. A more detailed summary of operations on the Hinoba-An project is contained in this annual report.
FUNDING OF CRC
Subsequent to year end, Metorex Limited agreed to provide the company with a US$15million project finance facility at commercial terms. This facility is repayable on the arranging of suitable alternative funding by the company.
Appreciation
The support and commitment from the staff at MMK and advice from the CRC and MMK Boards of Directors during this time of change and transition of management is most appreciated.
AS MaloneChairman30 June 2008
Consolidated income statement
For the year ended 31 December 2007
Notes 2007 2006 $'000 $'000 Revenue 5,559 11,740 Cost of sales (5,332) (11,932) Gross profit/(loss) 227 (192)
Interest receivable and similar income 6 154 158 Other income 465 794 Unrealised foreign exchange gain 1,861 661
Administrative expenses (10,358) (4,989) Share based transactions - (243) Write off of HAIB 7 (1,528) -
Loss on ordinary activities before (9,179) (3,811)taxation Income tax expense 8 (574) - Loss on ordinary activities after 3 (9,753) (3,811)
taxation Minority interest 1,141 722 Loss for the financial year (8,612) (3,089) Loss per share Basic 9 (11.9c) (5.4c)
All results derive from continuing activities
There were no recognised gains and losses other than those included in the consolidated income statement.
Consolidated balance sheetAs at 31 December 2007 Notes 2007 2006 $'000 $'000 Assets Non-current assets
Property, plant and equipment 12 7,046 6,941 Development, exploration and 10 49,863 37,820evaluation costs Available for sale investments 11 - 200
56,909 44,961 Current assets Inventories 15 8,893 7,483 Trade and other receivables 16 4,455 4,487 Cash and cash equivalents 17 8,738 1,334 22,086 13,304 Total assets 78,995 58,265 Consolidated balance sheet
As at 31 December 2007 (cont)
Notes 2007 2006 $'000 $'000 Equity and liabilities
Equity attributable to equity
holders of the parent Issued capital 21 78,719 42,969 Contributed surplus 2,817 2,817 Other reserves 792 736 Retained earnings (15,674) (7,062) 66,654 39,460 Minority interests 2,410 3,582 Total equity 69,064 43,042 Non-current liabilities
Deferred purchase consideration 19 - 475
Total non-current liabilities - 475 Current liabilities Trade and other payables 18 7,389 7,027 Deferred tax liability 8 662 32
Deferred purchase consideration 19 - 150
Bank overdraft 17 880 - Borrowings 20 1,000 7,539 Total current liabilities 9,931 14,748 Total liabilities 9,931 15,223
Total equity and liabilities 78,995 58,265
Company balance sheetAs at 31 December 2007 Notes 2007 2006 $'000 $'000 Assets Non-current assets
Property, plant and equipment 12 - 2 Investment in subsidiaries 13 12,914 14,434 Available for sale investments 11 - 200
12,914 14,636 Current assets Loans to subsidiaries 14 51,191 27,536 Trade and other receivables 16 - 3 Cash and cash equivalents 17 8,258 43 59,449 27,582 Total assets 72,363 42,218 Equity and liabilities Shareholders' equity Share capital 21 78,719 42,969 Other reserves 1,802 1,802 Retained earnings (8,613) (3,832) 71,908 40,939 Non-current liabilities
Deferred purchase consideration 19 - 475
Total non-current liabilities 475 Current liabilities Loans from subsidiaries 14 - 218 Trade and other payables 18 455 436
Deferred purchase consideration 19 - 150
Total current liabilities 455 804 Total liabilities 455 1,279 Total equity and liabilities 72,363 42,218
Consolidated statement of changes in equity
For the year ended 31 December 2007
Share Contributed Other Retained Total capital surplus reserves earnings $'000 $'000 $'000 $'000 $'000
Balance at 31 December 2005 30,365 2,817 1,576 (3,973) 30,785
Loss for the year - - - (3,089) (3,089) Additional contributions of 13,115 - - - 13,115capital Costs of issued capital (511) - - - (511) Share based transactions - - 243 - 243 Foreign exchange loss - - (1,083) - (1,083)
Balance at 31 December 2006 42,969 2,817 736 (7,062) 39,460
Loss for the year - - - (8,612) (8,612) Additional contributions of 36,450 - - - 36,450capital Costs of issued capital (700) - - - (700) Foreign exchange gain - - 56 - 56
Balance at 31 December 2007 78,719 2,817 792 (15,674) 66,654
Company statement of changes in equity
For the year ended 31 December 2007
Share Other Retained Total capital reserves earnings $'000 $'000 $'000 $'000 Balance at 31 December 2005 30,365 1,559 (3,267) 28,657 Loss for the year - - (565) (565) Additional contributions of 13,115 - - 13,115capital Cost of issued capital (511) - - (511) Share based transactions - 243 - 243 Balance at 31 December 2006 42,969 1,802 (3,832) 40,939 Loss for the year - - (4,781) (4,781) Additional contributions of 36,450 - - 36,450capital Cost of issued capital (700) - - (700) Balance at 31 December 2007 78,719 1,802 (8,613) 71,908
Consolidated cash flow statement
For the year ended 31 December 2007
Note 2007 2006 $'000 $'000 $'000 $'000 Cash flows from operating activities
Loss from operations (9,333) (3,969) Adjustments for: Share based transactions - 243
Depreciation on property, plant and 1,298 722 equipment Gain on disposal of investment (75) - Loss on disposal of plant, property and 70 -
equipment Write off of HAIB 1,528 - Minority Interest 1,141 722
Operating cash flows before movement in (5,371) (2,282)
working capital Change in inventories (1,410) (2,061) Change in receivables 32 (2,187) Change in payables (207) 1,949 Net cash used in operations (1,585) (2,299)
Net cash used in operating activities (6,956) (4,581) Cash flows from investing activities
Interest received 154 158 Disposal of investment 275 -
Investment in development and exploration (14,196) (11,342) costs
Purchase of property, plant and equipment (1,473) (2,137) Net cash used in investment activities (15,240) (13,321) Cash flows from financing activities Share capital issued (net of costs) 35,750 12,604
Minority interest (1,172) (722) Loans repaid (6,539) (3,128) Deferred consideration lapsed 625 -
Net cash generated from financing activities 28,664 8,754 Effect of exchange rate changes on cash 56 (1,083) Net increase/(decrease) in cash and cash 6,524 (10,231)equivalents Cash and cash equivalents at beginning of 1,334 11,565period Cash and cash equivalents at end of period 7,858 1,334
17 Company Cashflow Statement
For the year ended 31 December 2007
2007 2006 $'000 $'000 $'000 $'000 Cash flows from operating activities
Loss from operations (4,959) (565) Impairment 1,520 - Share based transactions - 243
Loss on disposal of property plant and 46 -
equipment Gain on sale of investment (75) - Depreciation 2 1
Operating cash flows before movement in (3,466) (321)working capital Change in loans to subsidiaries (23,652) (21,515)
Change in payables (606) 418 Cash used in operations (24,258) (21,097)
Net cash used in operating activities (27,724) (21,418) Cash flows from investing activities
Interest received 178 - Disposal of investments 275 -
Acquisition of property, plant and equipment (46) - Net cash used in investment activities 407 - Financing activities Share capital issued (net of costs) 35,750 12,604 Loans repaid (218) - Net cash from financing activities 35,532 12,604 Net increase/(decrease) in cash and cash 8,215 (8,814)equivalents Cash and cash equivalents at beginning of 43 8,857period Cash and cash equivalents at end of period 8,258 43
Notes to the financial statements
For the year ended 31 December 2007
1. Presentation of financial statements
The nature of the group's operations and its principal activities are set out in the Directors' Report on pages 5 to 8.
The financial statements have been prepared in accordance with International Financial Reporting and Accounting Standards ("IFRS") adopted by the European Union and therefore comply with Article 4 of the EU IAS Regulation.
At the date of authorisation of these financial statements, there were Standards and Interpretations that were in issue but are not yet effective and have not been applied in these financial statements. The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statement of the group or company, except for additional disclosures when the relevant Standards come into effect.
Significant accounting judgments, estimates and assumptions
The preparation of the financial statements in accordance with IFRS requires the Company to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The judgments, estimates and assumptions used in the accompanying financial statements are based upon management's evaluation of relevant facts and circumstances as of the date of the financial statements, giving due consideration to materiality. Actual results could differ from such judgments, estimates and assumptions. The Company believes that the following represent a summary of these significant judgments, estimates and assumptions, and related impact and associated risks in the financial statements.
Judgments
In the process of applying the Company's accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements:
Recoverability of deferred mine exploration costs
Mineral property acquisition costs are capitalized until the viability of the mineral interest is determined. Expenditures for mine exploration work prior to and subsequent to drilling are deferred as incurred. These shall be written-off if the results of the exploration work are determined to be negative. If the results are positive, the deferred expenditures and the subsequent development cost shall be capitalized and amortized from the start of commercial operations. The Company reviews the carrying values of its deferred mine exploration costs whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts. An impairment loss is recognised when the carrying value of those assets is not recoverable and exceeds their fair value.
Assessing the realisability of deferred income tax assets
The Company reviews the carrying amounts of the deferred income tax assets at each balance sheet date and reduces deferred income tax assets to the extent that it is probably that taxable profit will be available against which these can be utilized. Significant management judgment is required to determine the amount of deferred income tax assets that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Notes to the financial statements
For the year ended 31 December 2007
Estimating fair values of financial assets and liabilities
IFRS requires that certain financial assets and liabilities be carried at fair value, which requires extensive use of accounting estimates and judgements. While significant components of fair value measurement were determined using verifiable objective evidence (i.e., foreign exchange rates, interest rates, volatility rates), amount of changes in fair value would differ if the Company utilised a different valuation methodology. Any change in the fair value of these financial assets and liabilities would directly affect profit and loss and equity.
Estimating useful lives of property and equipments
The Company estimated the useful lives of property and equipment based on the period over which the assets are expected to be available for use. The estimated useful lives of property and equipment are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the used of our assets. In addition, estimation of the useful lives of property and equipment is based on collective assessment of industry practice, internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in estimated brought about by changes in factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the property and equipment would increase the recorded expenses and decrease in their book values.
Estimating mineral reserves and resources
Mineral reserves and resources estimates for development projects are, to a large extent, based on the interpretation of geological data obtained from drill holes and other sampling techniques and feasibility studies which derive estimates of costs based upon anticipated tonnage and grades of ores to be mined and processed, the configuration of the ore body, expected recovery rates from the ore, estimated operation costs, estimated climatic conditions and other factors. Proven reserves estimates are attributed to future development projects only where there is a significant commitment to project funding and execution and for which applicable governmental and regulatory approvals have been secured or are reasonably certain to be secured. All proven reserve estimates are subject to revision, either upward or downward, based on new information, such as from lock grading and production activities or from changes in economic factors including product prices, contract terms or development plans.
Estimates of reserves for undeveloped or partially developed areas are subject to greater uncertainty over their future life than estimates of reserves for areas that are substantially developed and depleted. As an area goes into production, the amount of proven reserves will be subject to future revision once additional information becomes available. As those areas are further developed, new information may leas to revisions.
Estimating provisions for asset impairment losses
The Company assesses impairment on assets whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The factors that the Company considers important which could trigger impairment review include the following:
* significant underperformance relative to expected historical or projected future operating results; * significant changes in the manner of use of the acquired assets or the strategy for overall business; and * significant negative industry or economic trends.
An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the higher of an asset's net selling price and value in use. The net selling price is the amount obtainable from the sale of an asset in an arm's length transaction while value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if it is not possible, for the cash-generating unit to which the asset belongs.
Notes to the financial statements
For the year ended 31 December 2007
Estimating Provisions for Asset Impairment Losses (cont)
In determining the present value of estimated future cash flows expected to be generated from the continued use of the assets the Company is required to make estimates and assumptions that can materially affect the financial statements.
2. Significant accounting policies
Basis of accounting The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, events or actions, actual results ultimately may differ from those estimates.
The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below.
Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and enterprises controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of a subsidiary.
On acquisition and when control is achieved, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition or at the date control is achieved. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognized as goodwill.
Minority interests in the net assets of consolidated subsidiaries are identified separately from the group's equity therein. Minority interests consist of the amount of those interests at the date of the original business combination and the minority's share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority's interest in the subsidiary's equity are allocated against the interests of the group except to the extent that the minority has a binding obligation and is able to make additional investment to cover the losses. The results of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
All intercompany transactions and balances between group enterprises are eliminated on consolidation.
The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the acquisition date, of assets given, liabilities incurred or assumed, and equity instruments issued by the group, plus any costs directly attributable to the acquisition. The acquiree's identifiable assets, liabilities and contingent liabilities are recognised at their fair value at the acquisition date, except for non-current assets that are held for resale, which are recognised and measured at fair value less costs to sell.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of cost over the group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is recognised as an asset and is tested for impairment annually, or on such occasions that events or changes in circumstances indicate that its value might be impaired.
On disposal of a subsidiary, the attributable amount of unamortised goodwill, which has not been subject to impairment, is included in the determination of the profit or loss on disposal.
Notes to the financial statements
For the year ended 31 December 2007
Basis of consolidation (cont) If the group's interest in the net fair value of a subsidiary's or joint venture's assets, liabilities and contingent liabilities exceeds cost of the business combination, the excess after any adjustment for fair value ("negative goodwill") is recognised in the income statement immediately.
Investment in associates
An associate is an entity over which the group is in a position to exercise significant influence, but not control or jointly control, through participation in the financial and operating policy decisions of the investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee but not control or joint control over these policies.
The results and assets and liabilities of associated are incorporated in these financial statements using the equity method of accounting except when classified as held for sale. Investments in associates are carried in the balance sheet at cost as adjusted by post-acquisition changes in the group's share of net assets of the associate, less any impairment in the value of individual investments. Losses of the associate in excess of the group's interest in those associates are not recognised.
Any excess of the cost of acquisition over the group's share of the fair values of the identifiable net assets of the associate at the date of acquisition is recognised as goodwill.
Where the company transacts with an associate of the group, profits and losses are eliminated to the extent of the group's interest in the relevant associate. Losses may provide evidence of an impairment of the asset transferred in which case appropriate provision is made for impairment.
Revenue recognition
Sales revenue is accrued on an invoice basis as and when copper is shipped.
Interest income is accrued on a time basis, by reference to the principal outstanding and the interest rate applicable.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets of the group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the group's general policy on borrowing costs.
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.
Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.
Borrowing costs
All borrowing costs are recognised in the income statement in the period to which they are incurred.
Notes to the financial statements
For the year ended 31 December 2007
Taxation
The tax charge represents the sum of current and deferred tax.
Current tax payable is based on taxable profits for the year. Taxable profits may differ from net profits as reported in the income statement because it excludes items that are taxable or deductible in other years and items that are not taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheets 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 liability method. Deferred tax liabilities are recognised for all temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which temporary differences can be utilised.
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 or the asset is realised.
Foreign currency translations
Fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the close rate.
Transactions in currencies other than US Dollars are recorded at the rates of exchange prevailing on the dates of the transactions or translated at the average exchange rates for the period. Exchange differences resulting from the settlement of transactions denominated in foreign currency are included in the statement of income using the exchange rate ruling on that date.
Transactions occurring in a subsidiary of Hinoba Holdings, were denominated primarily in Philippine Pesos. Management is of the opinion that these operations were integrated foreign operations for purposes of foreign currency translation and, accordingly, the accounts have been translated into U.S. dollars.
Transactions occurring in a subsidiary of MMK, were denominated primarily in Congolese Francs. Management is of the opinion that these operations were integrated foreign operations for purposes of foreign currency translation and, accordingly, the accounts have been translated into U.S. dollars.
The consolidated financial information is presented in US Dollars, which is considered by management to be the most appropriate presentation currency for its consolidated financial information.
All assets and liabilities are translated at the closing rate existing at the balance sheet date. Income and expense items are translated at an average rate for the period. Equity items other than the net profit or loss for the period that is included in the balance of accumulated profit or loss are translated at the closing rate existing at the balance sheet date. All translation differences are recognised in a component of Equity.
Notes to the financial statements
For the year ended 31 December 2007
Impairment
At each balance sheet date, the group reviews the carrying amount of its tangible and intangible assets 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 it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the impairment loss is recognised as an expense, unless the relevant asset is land or buildings 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 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. 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 treated as a revaluation increase. Impairment losses relating to goodwill are not reversed.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is charged so as to write the cost less residual value over estimated useful lives, using the straight-line method commencing in the month following the purchase, on the following basis:
* freehold property 25 years * heavy equipment 4 - 10 years * plant and equipment 4 - 10 years
The useful lives and residual values of assets are reviewed annually.
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, over the term of the lease.
The gain or loss arising on the disposal of an asset including disposal costs is recognised in the income statement.
Mineral exploration costs
Expenditures for mineral exploration work prior to and subsequent to drilling are deferred as incurred. These shall be written off it the results of the exploration work are unsuccessful. If the results are successful, the deferred expenditures and the subsequent development cost will be capitalized and amortized from the start of commercial operations.
Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value represents the estimated revenue less all estimated costs of completion and necessary selling costs.
Notes to the financial statements
For the year ended 31 December 2007
Financial instruments
The carrying value of accounts receivable and accounts payable and accrued liabilities approximates fair value due to the relatively short term maturity of these instruments. Fair value represents the amount that would be exchanged in an arm's length transaction between willing parties and is best evidenced by a quoted market price. Fair value information about related party advances is not readily obtainable.
Financial assets and financial liabilities are recognised in the group's and company's balance sheets when the group or company has become a party to the contractual provisions of the instrument.
The Company follows the Black-Scholes option pricing model. Under this model, share-based payments are measured at the fair market at the date of grant. The fair value determined at the grant date is expensed to when options vest. Options vest immediately
Trade receivables
Trade receivables are stated at their nominal value less allowances for irrecoverability.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term deposits and liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the income statement using the effective interest rate method
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that creates a residual interest in the assets of the group.
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
Provisions
Provisions are recognised when the group has a present obligation as a result of a past event from which it is likely that an outflow of economic benefits will occur which can be reasonably quantified.
Notes to the financial statements
For the year ended 31 December 2007
3. Loss on ordinary activities
2007 2006 $'000 $'000 Loss on ordinary activities has been arrived at after charging: Auditor's remuneration 186 140 Depreciation of property, plant and equipment - owned assets 1,298 722 Staff costs (note 4) 6,680 4,069 Director's remuneration (note 5) 563 727
Auditor's remuneration for the audit of the company amounts to $60,000 (2006: $60,000)
4. Staff costs
The costs of employing staff were:
2007 2006 $'000 $'000 Wages and salaries 6,513 3,457 Social security costs 167 612 6,680 4,069 Number Number
The average number of employees during the period: 1,125 780 Key management personnel included above: 7 7
5. Directors' remuneration
Remuneration paid to Directors during the period was as follows:
2007 2006 $'000 $'000 Salaries 563 727
The remuneration of Directors and key executives is decided by the remuneration committee having regard to comparable market statistics. The Directors consider the key management personnel to consist entirely of the Directors and therefore no additional disclosure has been made.
The emoluments (including pension contributions) of the highest paid directorwere as follows: 2007 2006 $'000 $'000 Salaries 231 240
Notes to the financial statements
For the year ended 31 December 2007
6. Interest receivable and similar income
2007 2006 $'000 $'000 Interest on bank deposits 154 1587. Write off of HAIBThe group's option on its HAIB copper project was allowed to lapse. The relatedinvestmenthas been written off8. Income tax expenseThe tax charge comprises: 2007 2006 $'000 $'000 Deferred tax - Phillipines 556 - Actual tax - Congo 18 - 574 -
The deferred tax arises from unrealised foreign exchange gains in the Philippines operations.
The actual tax charge in the Congo arises from the Group's miscellaneous income.
The British Virgin Islands under the IBC imposes no corporate taxes or capital gains. However, the Company as a group may be liable for taxes in the jurisdictions where it is developing mining properties.
The tax rates in the Philippines and the Congo are 35% and 30% (2006: 40% and 32.5%) respectively. There are currently tax losses amounting to $4,03 million in the Philippines and $0,534 million in the Congo. The Group is currently investigating the available tax losses in each territory with a view to reconciling the losses with actual amounts spent.
A reconciliation of the tax charge is set out below:
Philippines Congo Other Group $000 $000 $000 $000 2007 Profit/(loss) for the year 1,538 (4,854) (5,863) (9,179) Tax at effective rate 538 (1,456) - (918) Non-deductible expenses 18 1,474 - 1,492 Tax charge 556 18 - 574 2006 Profit/(loss) for the year (347) (2,887) (557) (3,811) Tax at effective rate (139) (938) - (1,077) Losses carried forward 139 938 - 1,077 Tax charge - - - -
Notes to the financial statements
For the year ended 31 December 2007
Income tax expense (cont)
No deferred tax assets have been recognised on losses brought forward as the Directors believe that it is not sufficiently probable that sufficient profits will be generated to allow the losses to be utilized.
9. Loss per share
The calculations of the basic and diluted loss per share are based on thefollowing data: 2007 2006 $'000 $'000 Loss for the year (8,612) (3,089) Number of shares Weighted average number of 72,565,634 57,152,562ordinary shares in issue during the year
There were no dilutive instruments in place in the current and preceding years as defined by IAS33 `Earnings per share'.
10. Development, exploration and evaluation costs
Group 2007 2006 Cost $'000 $'000 At 1 January 37,820 26,478 Additions 14,196 11,342 Write off on termination of HAIB (2,153) -project At 31 December 49,863 37,820
This relates to capitalised costs of exploration and development costs at the Group's Projects.
11. Available for sale investments
Group and company 2007 2006 $'000 $'000 Cost At 1 January 200 200 Disposal (200) - At 31 December - 200
This relates to the investment in Afri-Can Marine Minerals Corporation, which was held for sale and has been disposed of during 2007.
Notes to the financial statements
For the year ended 31 December 2007
12. Property, plant and equipment
Group 2007 Freehold Plant and Total properties equipment $'000 $'000 $'000 Cost At 1 January 2007 804 7,257 8,061 Additions 58 1,415 1,473 Disposals - (294) (294) At 31 December 2007 862 8,378 9,240 Depreciation At 1 January 2007 59 1,061 1,120 Charge for the year 61 1,237 1,298 Disposals - (224) (224) At 31 December 2007 120 2,074 2,194 Net book value At 31 December 2007 742 6,304 7,046 At 31 December 2006 745 6,196 6,941Company 2007 Plant and Total equipment $'000 $'000 Cost At 1 January 2007 3 3 Additions 46 46 Disposals (49) (49) At 31 December 2007 - - Depreciation At 1 January 2007 1 1 Charge for year 2 2 Disposals (3) (3) At 31 December 2007 - - Net book value At 31 December 2007 - - At 31 December 2006 2 2
Notes to the financial statements
For the year ended 31 December 2007
12. Property, plant and equipment (continued)
Group 2006 Freehold Plant and Total properties equipment $'000 $'000 $'000 Cost At 1 January 2006 477 5,447 5,924 Additions 327 1,810 2,137 At 31 December 2006 804 7,257 8,061 Depreciation At 1 January 2005 11 387 398 Charge for the year 48 674 722 At 31 December 2006 59 1,061 1,120 Net book value At 31 December 2006 745 6,196 6,941 At 31 December 2005 466 5,060 5,526Company 2006 Plant and Total equipment $'000 $'000 Cost At 1 January 2006 3 3 Depreciation At 1 January 2006 - - Charge for year 1 1 At 31 December 2006 1 1 Net book value At 31 December 2006 2 2 At 31 December 2005 3 3
Notes to the financial statements
For the year ended 31 December 2007
13. Investments in subsidiary undertakings
Company 2007 2006 $'000 $'000 Cost At 1 January 14,434 14,434 Impairment (1,520) - At 31 December 12,914 14,434
All subsidiary companies are included in the consolidated accounts of CRC.
At December 31, 2007, the Group had the following subsidiaries:
Name of company Place of Ownership Principal incorporation interest activity Hinoba Holdings Australia 100% Secretarial & (Australia) Pty Limited Administration * Offices (Dormant) African Millennium British Virgin 100% Mining Corporation Ltd* Islands exploration (Dormant) Hinoba Holdings Ltd.* Commonwealth of 100% Holding company the Bahamas of Hinoba Holdings (Philippines), Inc. Hinoba Holdings Philippines 100% Holding company (Philippines), Inc. of Hinoba-an & Sipalay Holdings Hinoba-an & Sipalay Philippines 100% Holding company Holdings, Inc.# of Selenga Mining Corporation Selenga Mining Philippines 92.5% Mining Corporation exploration Miniere de Musoshi et Democratic 75% Mining Kinsenda sarl* Republic of Congo exploration
* Held directly by CRC.
# This company has two different share types, being class A ordinary shares and class B preferred shares. Hinoba Holdings (Phillipines), Inc ("HHPI") owns 100% of the class A shares and three Directors of Hinoba-an & Sipalay Holdings Inc. own 100% of the class B shares. HHPI is a wholly owned subsidiary of Hinoba Holdings Ltd which is a wholly owned subsidiary of CRC. Hence, the Group has a 100% equity interest in the Company and it is consolidated accordingly.
The impairment of $1,520,000 relates to the write-off of the investments in Hinoba Holdings (Australia) Pty Limited and African Millennium Corporation Ltd.
Notes to the financial statements
For the year ended 31 December 2007
14. Loans to subsidiariesCompany 2007 2006 $'000 $'000 Within one year: At 1 January 27,536 6,008 Net funds provided 23,655 21,528 At 31 December 51,191 27,536 Loans from subsidiaries At 1 January 218 218 Funds repaid (218) - At 31 December - 218
The Directors consider that the fair values of the loans outstanding are not materially different from their book values.
The loans are interest free with no fixed-terms of repayment and are for the working capital required for each entity to perform its day to day activities.
15. InventoriesGroup 2007 2006 $'000 $'000 Raw materials 2,096 2,546 Wrappings 23 12 Work in progress 4,772 3,847 Finished products 1,134 957 Stocks in transit 868 121 8,893 7,483
16. Trade and other receivables
Group Company 2007 2006 2007 2006 $'000 $'000 $'000 $'000 Trade receivables 326 945 - 3 Other receivables 4,129 3,542 - - 4,455 4,487 - 3
The average credit period taken on sales of services was 90 days (2006: 90 days). The amounts presented in the financial statements are net of allowances for doubtful receivables, estimated by the Group's management based on prior experience and their assessment of the current economic environment. The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
Credit risk
The Group and Company have no significant concentration of credit risk, with exposure spread over a large number of counterparties.
Notes to the financial statements
For the year ended 31 December 2007
17. Cash and cash equivalents
Group Company 2007 2006 2007 2006 $'000 $'000 $'000 $'000 Cash at bank and in 8,738 1,334 8,258 43hand Bank overdraft (880) - - - Cash and cash 7,858 1,334 8,258 43equivalents
Bank balances and cash comprise cash held by the Group and Company and short-term bank deposits with an original maturity of three months or less. The carrying value of these assets approximates their fair value.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.
The bank overdraft is secured by a charge on MMK's operating assets
18. Trade and other payables
Group Company 2007 2006 2007 2006 $'000 $'000 $'000 $'000 Trade payables 4,864 6,604 455 436 Other payables and 2,525 423 - -accruals 7,389 7,027 455 436
19. Deferred purchase consideration
Group Company 2007 2006 2007 2006 $'000 $'000 $'000 $'000 Non-current portion - 475 - 475 Current portion - 150 - 150 - 625 - 625
The related operation was discontinued during 2007 and as a result the deferred consideration has lapsed.
Notes to the financial statements
For the year ended 31 December 2007
20. Borrowings 2007 2006 $'000 $'000 EGMF - 7,539 GFIA 1,000 - Net position at 31 December 1,000 7,539
In February 2007 EGMF agreed to assign this loan to the Company and convert to equity at terms identical to the equity placing on the same date.
GFIA, an associated company of a previous Shareholder of CRC and MMK made a loan that is interest free and has no fixed terms of repayment
21. Share capital 2007 2007 2006 2006 $'000 Number of $'000 Number of Shares shares Authorised: Ordinary shares of no par - 500,000,000 - 500,000,000value Called up, allotted and fully paid: Ordinary shares of no par 78,719 85,240,815 42,969 60,594,191value and share premium
a. On 26 February 2007, 10 million common shares of no par value were issued
at $1.50 for cash.
b. On 15 March 2007 options were exercised on 50,000 common shares of no par
value at $1.00 for cash.
c. On 5 July 2007 options were exercised on 50,000 common shares of no par
value at $1.00 for cash.
d. On 5 July 2007, options were exercised on 475,000 common shares of no par
value at $1.00 for cash.
e. On 5 July 2007 options were exercised on 125,000 common shares of no par
value at $1.00 for cash.
f. On 6 July 2007, options were exercised on 200,000 common shares of no par
value at $1.00 for cash.
g. On 6 July 2007, warrants were exercised on 120,000 common shares of no par
value at ‚£0.55 for cash.
h. On 9 July 2007, warrants were exercised on 150,000 common shares of no par
value at ‚£0.77 for cash.
Notes to the financial statements
For the year ended 31 December 2007
Share capital (cont)
i. On 9 July 2007, warrants were exercised on 100,000 common shares of no par
value at ‚£0.75 for cash.
j. On 10 July 2007, warrants were exercised on 880,000 common shares of no par
value at ‚£0.75 for cash.
k. On 10 July 2007, warrants were exercised on 920,000 common shares of no par
value at ‚£0.75 for cash.
l. On 10 July 2007, warrants were exercised on 1,206,000 common shares of no
par value at ‚£0.75 for cash.
m. On 10 July 2007, warrants were exercised on 594,000 common shares of no par
value at ‚£0.75 for cash.
n. On 13 July 2007 options were exercised on 125,000 common shares of no par
value at $1.00 for cash.
o. On 26 July 2007 options were exercised on 150,000 common shares of no par
value at $1.00 for cash
p. On 17 August 2007, warrants were exercised on 300,000 common shares of no
par value at ‚£0.75 for cash
q. On 24 October 2007 the company issued 5,025,873 common shares as settlement
for a loan of $7,500,000
r. On 21 November 2007 options were exercised on 64,118 common shares of no
par value at ‚£1.00 for cash.
s. On 30November 2007 options were exercised on 1,300,000 common shares of no
par value at ‚£0.75 for cash.
t. On 30 November 2007, warrants were exercised on 2,749,928 common shares of
no par value at ‚£0.75 for cash
u. On 5 December 2007 options were exercised on 61,705 common shares of no par
value at ‚£1.00 for cash.
22. Option Plan
The Company has established a share option scheme whereby the Directors may from time to time at their discretion grant to the Directors, employees and consultants of the Group options to subscribe for common shares. Under the plan, the exercise price of each option shall be the average of the middle market quotation for the thirty dealing days preceding the grant and the number of options may be granted is limited to 10 per cent of the total Common shares issued. An option is exercisable on the date it is granted and expires on the fifth anniversary of the grant date.
The details of the changes in the number of share options outstanding as at 31 December 2007 are shown in note 27.
Notes to the financial statements
For the year ended 31 December 2007
23. Related party transactions
a. Transactions between group companies are eliminated on consolidation and
are not disclosed in this note.
b. Included in Related Party Transactions are the issue of Options to
Directors of Copper Resources Corporation. These are noted in Directors
Remuneration.
c. Transactions involving the issue of options and warrants to the Forrest
Group and other Directors is set out below
I. On 24 October 2007 the company issued 5,025,873 common shares as settlement
for a loan of $7,500,000
II. On 30 November 2007, warrants were exercised on 2,749,928 common shares of
no par value at ‚£0.75 for cash
III. On 4th March 2008, 250,000 options over shares in the Company were
exercised at an option price of ‚£0.75 per share
IV. On 6th March 2008, 125,000 options over shares in the Company were
exercised at an option price of ‚£0.75 per share.
d. In February 2007 EGMF agreed to assign the loan referred to in Note 19 to
the Company and convert to equity at terms identical to the equity placing
on the same date.
e. GFIA, an associated company of a previous Shareholder of CRC and MMK made
the loan referred to in Note 19
f. Advances paid to SODIMICO (a 20% shareholder in MMK) as at 31 December 2007
amount to $2 004 443 (2006:$1 059 193), and which are recoverable by way of
future dividends and royalties.
24. Royalty commitments
On December 17, 2004, Selenga Mining Corporation ("SMC") entered into an Integrated Mining and Operating Agreement with Colet in order to rationalize and govern their relationship with respect to the mineral properties and consolidate the terms of the operating agreement dated December 7, 1991 and the Royalty Reduction Agreement dated December 8, 2003.
Under the terms of the Integrated Mining and Operating Agreement SMC is committed to pay a 3% net benefit royalty to Colet in return for the possession, occupancy, use and enjoyment, for the purposes of exploring, developing, equipping, mining and operating for production of the mineral properties in the Project. Further, SMC is committed to pay Colet an additional $48,000 upon the transfer of the MPSA to SMC, as referred to in Note 10. SMC is also committed to pay Colet $105,000 upon completion of the Bankable Feasibility Study. If the Bankable Feasibility Study is not completed by December 17, 2006, SMC shall pay Colet $52,500 upon demand, with the remaining $52,500 to be paid upon completion of the Bankable Feasibility Study. Within six months of commencing commercial operations, SMC has the option to reduce the 3% net benefits royalty to 2%. In consideration for reducing the royalty, SMC must pay to Colet $2,000,000. At the election of SMC, an amount up to $600,000 of the $2,000,000 payment can be satisfied by the issuance of common shares of the Listed Company. These 2% net benefits royalties may be bought out by SMC for $6,000,000 to be satisfied with cash of $4,000,000 and $2,000,000 by the issuance of common shares of the Listed Company. In the event that SMC buys out the remaining 2% net benefits royalties of Colet, then Colet shall be liable to repay SMC $1,000,000 out of the $2,000,000 advance paid in consideration of reducing the net benefits royalties to 2%. Colet is also entitled to 7.5 % of the outstanding par value capital stock of SMC. SMC is to advance to Colet the funds needed to pay for their subscriptions. This advance will reduce the future net benefit royalties owing to Colet.
Notes to the financial statements
For the year ended 31 December 2007
25. Parent company of the Group
Copper Resources Corporation is the Ultimate Parent Company of the group, and is registered in The British Virgin Islands.
Registered office: Craigmuir Chambers, P.O.Box 71, Road Town, Tortola, British Virgin Island
Registered number: 626550
During May 2008, Metorex Ltd, listed on both the London and Johannesburg Stock Exchanges, acquired outright control of the group.
26. Subsequent events
a. On 7 February 2008, 70,206 options over shares in the Company were
exercised at an option price of ‚£1.00 per share.
b. On 14 February 2008, 75,000 options over shares in the Company were
exercised at an option price of $0.25 per share.
c. On 14 February 2008, 150,000 options over shares in the Company were
exercised at an option price of $1.00 per share.
d. On 4 March 2008, 250,000 options over shares in the Company were exercised
at an option price of ‚£0.75 per share.
e. On 6 March 2008, 125,000 options over shares in the Company were exercised
at an option price of ‚£0.75 per share.
f. On 14 May 2008, 41,940 options over shares in the Company were exercised at
an option price of ‚£1.00 per share.
g. On 23 May 2008, 50,000 options over shares in the Company were exercised at
an option price of ‚£1.00 per share.
h. On 21 April 2008, 20,206 options over shares in the Company lapsed.
Matters relating to the takeover of Copper Resources Corporation by Metorex and the major acquisition by Camec have been dealt with in the Chairman's report.
27. Share options
At 31 December 2007, the group had the following vested share options in issue:
Options exercisable at 100 pence, expiring 21 April 2008 Beginning of year 208,175 Exercised during year (125, 823) End of year 82,352 Options exercisable at 59 pence, expiring 23 May 2010 Beginning of year 150,000 Cancelled during year (150,000) End of year - Options exercisable at 100 pence, expiring 4 April 2010 Beginning of year 320,000 Cancelled during year (220,000) End of year 100,000
Notes to the financial statements
For the year ended 31 December 2007
Share options (cont)
Options exercisable at 42 pence, expiring 28 September 2010 Beginning of year 100,000 Cancelled during year (100,000) End of year - Options exercisable at 25 cents, expiring 19 January 2010 Beginning of year 75,000 End of year 75,000 Options exercisable at 100 cents, expiring 13 February 2010 Beginning of year 1,325,000 Exercised during year (1,175,000) End of year 150,000 Options exercisable at 75 pence, expiring 31 December 2010 Beginning of year 1,775,000 Cancelled during year (100,000) Exercised during year (1,300,000) End of year 375,000 Options exercisable at 100 pence, expiring 25 October 2011* Beginning of year 937,500 Cancelled during year (562,500) End of year 375,000
\* These options were issued to Directors with vesting conditions as detailed in the Directors' report.
The fair value of the equity based share options granted are estimated at the date of grant using the Black Scholes Model taking into account the terms and conditions under which the options were granted.
The following table lists the inputs to the model used for the options grantedin 2006: Options Options Options Options Options Options expiring expiring expiring expiring expiring expiring 21 April 23 May 4 April 28 Sept 31 Dec 25 Oct 2008 2010 2010 2010 2010 2011
Dividend yield (%) - - - - - - Expected volatility 63 63 63 63 63 63(%) Risk free interest 3.27 3.45 3.70 3.58 3.89 4.91rate (%) Expected life of 5 5 5 5 5 5options (years) Option exercise 100 59 100 42 75 100price (p)
Notes to the financial statements
For the year ended 31 December 2007
27. Warrants
During the year ended 31 December 2007, the group had the following warrants in issue:
Warrants exercisable at 77 pence, expiring 28 March 2008 Beginning of year 150,000 Exercised during year (150,000) End of year - Warrants exercisable at 75 pence, expiring 28 March 2008 Beginning of year 6,449,929 Exercised during year (6,449,929) End of year - Warrants exercisable at 55 pence, expiring 28 March 2008 Beginning of year 120,000 Exercised during year (120,000) End of year -28. Segmental analysis British Australia Africa Consolidation Total /Asia adjustments Virgin I slands US US US US US $000 $000 $000 $000 $000 2007 Revenue - - 5,559 - 5,559 (Loss)/Profit on (6,244) 1,919 (4,854) - (9,179)ordinary activities before taxation Segment assets 72,363 18,432 45,051 (56,851) 78,995 Segment 455 15,878 53,241 (59,643) 9,931liabilities Acquisition of 46 113 1,314 - 1,473property, plant and equipment Depreciation 2 249 1,047 - 1,298expense 2006 Revenue - - 11,740 - 11,740 Loss on ordinary (565) (359) (2,887) - (3,811)activities before taxation Segment assets 42,218 18,633 31,559 (34,145) 58,265 Segment 1,279 16,993 34,876 (37,925) 15,223liabilities Acquisition of - 81 2,056 - 2,137property, plant and equipment Depreciation 1 55 666 - 722Expense Enquiries: Copper Resources Nabarro Wells & Fox-Davies GTH Corporation Co. Limited Capital Limited Communications Jeff Carel Hugh Oram Richard Hail Toby Hall Company Secretary +27 +44 (0) +44 (0) +44 (0) 11 803 1073 20 7710 7400 207 936 5200 20 7153 8035
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