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Final Results

16 Jun 2014 07:00

RNS Number : 6485J
Independent Resources PLC
16 June 2014
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16 June 2014

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Independent Resources plc

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("Independent Resources" or the "Company" or the "Group)

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Results for the fifteen months ended 31 December 2013

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Highlights

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โ— Strategic repositioning to focus on conventional exploration and production opportunities

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โ— New experienced executive management team led by Greg Coleman

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โ— Significant progress made with ETAP and DGE re Ksar Hadada licence

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โ— Rivara project remains stalled pending resolution of court processes

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โ— Equity fundraising announced post period end to introduce new capital

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Chairman's statement

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Challenging times - getting back in control of our destiny

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The 15 month period covered by these accounts from 1 October 2012 to 31 December 2013 has been a real challenge for the

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company. Shareholders will remember that, in my statement in the accounts to 30 September 2012, I said that we were overwhelmed

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by events we could not control. It has taken the period since then to reduce the Italian problems to scale, get a grip on the Tunisian

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issues, strengthen the management of the company and refocus our strategy. As part of this strategic re-positioning we have been

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working on a number of attractive opportunities that would provide the company with increasing exposure over time to

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hydrocarbon production in our area of interest. We look forward to sharing our progress on these potentially transformational

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initiatives as they mature.

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New Management team

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Greg Coleman joined as CEO in March 2013. Greg was a very senior executive within the BP Group and after leaving BP he

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founded and was CEO of Canamens Limited. His background and experience is exactly what we need to refocus our strategy away

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from reliance on Italy and into a range of more geographically diverse producing assets.

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I am delighted that Greg has assembled an extremely capable team with a wide range of experience. Brian Hepp, as chief

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operations officer brings a wealth of experience of managing field operations, while Owain Franks, a former senior

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PricewaterhouseCoopers Partner has joined us as Commercial Director to work with Greg and the team in transforming the

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company.

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Tim James retired as CFO during the year and we are grateful to him for his stewardship of the company's finances. Feilim McCole

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has been appointed to replace Tim as Finance Director. Feilim has a strong big firm (Deloitte), interim management and corporate

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finance background.

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Ksar Hadada

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During 2013 we have devoted considerable time and effort to protecting our interests in Tunisia and trying to achieve some

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momentum. As I said in our last interim results announcement , the previous operator of the license, PetroAsian

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(Tunisia) Limited owned by the Hoifu Energy Group (which is listed in Hong Kong) had conspicuously failed in its obligations

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as operator putting the renewal of the licence in March 2014 at risk.

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Following extensive discussions and negotiations, on 19 February 2014, ETAP, the Tunisian State Oil Company applied for an

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exceptional extension of the license for two years to the relevant Ministry, the DGE. The DGE had previously signalled that they

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wished this application to be made, that the company should become the operator and the other two minority parties should

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remain in the license with the company moving to an 86.345% working interest.

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We, in common with a number of other companies operating in Tunisia, are waiting on the final steps of the approval process. This

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will take place at a meeting of the Consultative Committee on Hydrocarbons. This meeting has been somewhat delayed and we

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are hopeful, following discussions with the DGE, that a meeting will take place in the near future allowing us, assuming approval

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is given, to progress our plans.

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Rivara

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We continue to be impacted by the ripples from the earthquake in April 2012 which halted progress on the Rivara Gas Storage

ย 

project. In November 2012, we announced the exit of our former joint venture partner ERG S.p.A. While the commercial

ย 

arrangements agreed with ERG did result in a cash payment to the group, they also triggered a need to reverse part of the deemed

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gain that accounting standards had required us to recognise in our 2008 accounts. The impact - a non-cash loss of ยฃ1.51 million - is

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reflected in this set of results.

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We expect Administrative court proceedings to begin later this year in which we are contesting the position of the Emilia-Romagna

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Region and the consequent position of the Ministry of Economic Development. This will not be a speedy process but is an

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important step forwards.

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We also feel vindicated by the recent findings of an international commission that there could not have been any link between our

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activities at Rivara and the tragic earthquake in Emilia Romagna.

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Fiume Bruna and Casoni (Ribolla Basin CBM assets)

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I have signalled before that we are looking at our strategic options in relation to Italy. After the period covered by these accounts,

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we have entered into discussions with the Ministry of Economic Development on the way forward. We continue to work with local

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parties, partners and authorities to reduce project timelines to allow us to develop this potentially significant resource or to farm

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out some part of it to a third party.

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The prospective resources at Fiume Bruna and Casoni do represent a significant source of gas for local industry and the local

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economy and we are keen to maximise shareholder value out of it. We also welcome that the new Italian Federal government

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appears supportive of energy regime change, including a delayering of the approval regime in Italy but we do not expect this to

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happen in the near term.

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Financial review

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The results for the year reflect the cost of our significant efforts to deliver a transformational deal.

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The group made a loss of ยฃ3.34 million during 2013 (2012: ยฃ1.82 million) of which ยฃ1.51 million related to restructuring of Rivara

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Gas Storage (2012: ยฃNil), ยฃ1.34 million comprised ongoing administrative costs (2012: ยฃ1.24 million), ยฃ0.27 million comprised

ย 

professional fees and diligence costs related to potential acquisitions (2012: ยฃNil), and ยฃ0.22 million comprised non-cash

ย 

provisions for the issue of share options (2012: ยฃ0.15 million).

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Consolidated net assets at 31 December 2013 were ยฃ10.92 million (2012: ยฃ13.34 million). At this juncture, it has not been deemed

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necessary to impair the carrying value of the group's Italian gas storage project at Rivara or that of our coal bed methane project

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at Fiume Bruna and Casoni. The board will continue to monitor this situation carefully, particularly in light of forthcoming legal

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proceedings in relation to the Rivara Gas Storage project.

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At 31 December 2013, the consolidated balance sheet included approximately ยฃ5.58 million of past investment in relation to Rivara.

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While we continue to be confident in relation to our legal position, a material prolongation of or an adverse result from the

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Court processes may result in the need for an impairment. The book value of past investment in relation to Fiume Bruna and

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Casoni was approximately ยฃ4.32 million at 31 December 2013.

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Cash generated from operations totalled ยฃ0.16 million (2012: ยฃ0.89 million used) after adjustments for non-cash items with capital

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expenditures incurred during the year limited to ยฃ0.22 million (2012: ยฃ0.88 million).

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There was ยฃ0.66 million of available cash at 31 December 2013.

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To strengthen the group's financial position further the group recently announced a placing and open offer to raise up to a

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maximum of ยฃ2.75 million of additional funds.

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Going concern

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The group had cash reserves of ยฃ0.21 million at 31 May 2014.

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On 30 May 2014, the company announced a placing and open offer, which if the open offer is fully subscribed will provide total

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gross proceeds of ยฃ2.75 million.

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The directors anticipate that the cash available on the basis of a fully subscribed open offer this will be sufficient to cover non-

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discretionary expenses for the next twelve months and the preparatory work in Ksar Hadada described in my letter accompanying

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the placing and open offer documentation also available on our website.

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In the event that the placing and open offer is not fully subscribed, the group will need additional funding to meet future costs.

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Accordingly the directors intend to continue to explore all forms of potential fundraising at both a corporate and asset level. If

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the group is unable to raise sufficient funds then the group is unlikely to be able to continue as a going concern.

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In order to meet all of the group's licence commitments, the group needs to raise further funds and is likely to require additional

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sources of funding, including securing farm out partners for its projects.

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Business development

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A number of possible transactions are actively being pursued and we expect to report further in due course.

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After the end of this reporting period we announced a fundraising by way of placing and open offer and at the time of writing we

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expect it to be completed in mid June 2014. As a result of the placing and open offer the directors are satisfied that the company will

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be in a financial position to meet its short-term obligations but will need further funds to allow it to bring its plans to fruition in full.

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We remain acutely cost conscious and value focused. We are keen to be able to make further announcements about the

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opportunities on which Greg and the team are working on and I trust that we will be able to do so shortly.

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Grayson Nash

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Non-executive Chairman

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For further information, please visit www.ir-plc.com or contact:

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Greg Coleman

Independent Resources plc

020 3367 1134

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Phil Davies

Charles Stanley Securities

020 7149 6942

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(Nominated Adviser)

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Simon Hudson

Tavistock Communications

020 7920 3150

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Independent Resources plc

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Consolidated statement of comprehensive income

ย 

ย 

Period ended 31 December 2013

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ย 

Notes

Period to 31 December 2013

Year to 30 September 2012

ย 

Continuing operations

ยฃ

ยฃ

ย 

ย 

Revenue

-

-

ย 

ย 

Cost of sales

-

-

ย 

ย 

Gross profit

-

-

ย 

ย 

Administrative expenses

(1,831,949)

(1,387,942)

ย 

ย 

Reorganisation of Rivara Gas Storage srl

(1,511,722)

-

ย 

ย 

Operating loss

(3,343,671)

(1,387,942)

ย 

ย 

Financial income

2,455

5,784

ย 

ย 

Financial expense

4

(122)

(437,077)

ย 

ย 

Loss on ordinary activities

ย 

before taxation

(3,341,338)

(1,819,235)

ย 

ย 

Taxation

5

-

-

ย 

ย 

Loss for the year

(3,341,338)

(1,819,235)

ย 

ย 

Other comprehensive income:

ย 

ย 

Exchange difference on translating foreign operations

ย 

- recycled through profit and loss

704,123

(1,074,067)

ย 

ย 

Income tax relating to other comprehensive income

-

-

ย 

ย 

Total comprehensive loss for the year

(2,637,215)

(2,893,302)

ย 

ย 

Loss attributable to:

ย 

ย 

Owners of the parent

(3,350,702)

(1,781,779)

ย 

ย 

Non-controlling interests

9,364

(37,456)

ย 

ย 

(3,341,338)

(1,819,235)

ย 

ย 

Total comprehensive loss attributable to:

ย 

ย 

Owners of the parent

(2,664,623)

(2,752,613)

ย 

ย 

Non-controlling interests

27,408

(140,689)

ย 

ย 

(2,637,215)

(2,893,302)

ย 

ย 

Loss per share (pence)

6

ย 

ย 

From continuing operations

ย 

ย 

Basic

(7.3)

(3.9)

ย 

ย 

Diluted

(7.3)

(3.9)

ย 

ย 

ย 

ย 

Independent Resources plc

ย 

ย 

Consolidated statement of financial position

ย 

ย 

As at 31 December 2013

ย 

ย 

ย 

Notes

31 December 2013

30 September 2012

ย 

ยฃ

ยฃ

ย 

Non-current assets

ย 

Property, plant and equipment

19,883

21,133

ย 

Goodwill

7

450,766

450,766

ย 

Other intangible assets

8

10,128,364

9,466,113

ย 

ย 

10,599,013

9,938,012

ย 

ย 

Current assets

ย 

Other receivables

9

464,850

3,634,449

ย 

Cash and cash equivalents

663,117

729,786

ย 

ย 

1,127,967

4,364,235

ย 

ย 

Current liabilities

ย 

Trade and other payables

(807,505)

(960,671)

ย 

ย 

(807,505)

(960,671)

ย 

Net current assets

320,462

3,403,564

ย 

ย 

Net assets

10,919,475

13,341,576

ย 

ย 

Equity attributable to equity holders of the parent

ย 

Share capital

10

458,369

458,369

ย 

Share premium

11

15,287,351

15,287,351

ย 

Share option reserve

418,919

264,717

ย 

Foreign currency translation reserve

611,235

(74,844)

ย 

Retained earnings

(5,856,399)

(3,766,319)

ย 

ย 

10,919,475

12,169,274

ย 

ย 

Non-controlling interests

-

1,172,302

ย 

ย 

Total equity

10,919,475

13,341,576

ย 

ย 

ย 

Independent Resources plc

ย 

ย 

Statement of changes in equity

ย 

ย 

Period ended 31 December 2013

ย 

ย 

Retained

Share

Share

Share

Foreign

Total

Non-

Total

ย 

earnings

capital

premium

option

currency

controlling

equity

ย 

reserve

translation

interests

ย 

reserve

ย 

ยฃ

ยฃ

ยฃ

ยฃ

ยฃ

ยฃ

ยฃ

ยฃ

ย 

Consolidated

ย 

ย 

1 October 2011

(1,984,540)

458,369

ย 15,287,351

109,761

895,990

14,766,931

1,312,991

16,079,922

ย 

ย 

Loss for the year

(1,781,779)

-

-

-

-

(1,781,779)

(37,456)

(1,819,235)

ย 

Exchange differences

-

-

-

-

(970,834)

(970,834)

(103,233)

(1,074,067)

ย 

ย 

Total comprehensive loss for the year

(1,781,779)

-

-

-

(970,834)

(2,752,613)

ย (140,689)

(2,893,302)

ย 

ย 

Share-based payments

-

-

-

154,956

-

154,956

-

154,956

ย 

ย 

30 September 2012

(3,766,319)

458,369

15,287,351

ย 264,717

(74,844)

ย 12,169,274

1,172,302

13,341,576

ย 

ย 

1 October 2012

(3,766,319)

458,369

15,287,351

ย 264,717

(74,844)

ย 12,169,274

1,172,302

13,341,576

ย 

ย 

Loss for the period

(3,350,702)

-

-

-

-

(3,350,702)

9,364

(3,341,338)

ย 

Exchange differences

-

-

-

-

686,079

686,079

18,044

704,123

ย 

ย 

Total comprehensive loss for the period

(3,350,702)

-

-

-

686,079

(2,664,623)

27,408

(2,637,215)

ย 

ย 

Share options lapsed

60,912

-

-

(60,912)

-

-

-

-

ย 

Share-based payments

-

-

-

ย 215,114

-

215,114

-

215,114

ย 

Non-controlling interest acquired by group

1,199,710

-

-

-

-

1,199,710

(1,199,710)

-

ย 

ย 

31 December 2013

(5,856,399)

458,369

15,287,351

418,919

611,235

ย 10,919,475

-

10,919,475

ย 

ย 

Independent Resources plc

ย 

ย 

Consolidated statement of cash flows

ย 

ย 

Period ended 31 December 2013

ย 

ย 

Period to 31 December 2013

Year to 30 September 2012

ย 

ยฃ

ยฃ

ย 

Cash flows from operating activities

ย 

ย 

Loss before taxation

(3,341,338)

(1,819,235)

ย 

Adjustments for:

ย 

Depreciation of property, plant and equipment

10,818

21,385

ย 

Financial income

(2,455)

(5,784)

ย 

Financial expense

122

437,077

ย 

ย 

(3,332,853)

(1,366,557)

ย 

Decrease in other receivables

3,433,381

228,481

ย 

Increase in trade and other payables

(153,166)

96,779

ย 

Share-based payments

215,114

154,956

ย 

ย 

Cash from/(used) in operations

162,476

(886,341)

ย 

ย 

Income taxes received

-

-

ย 

ย 

Net cash from/(used) in operating activities

162,476

(886,341)

ย 

ย 

Cash flows from investing activities

ย 

ย 

Interest received

2,455

5,784

ย 

Interest paid

(122)

(17,077)

ย 

Proceeds on disposal of property, plant and equipment

1,495

5,042

ย 

Purchase of intangible assets

(222,913)

(879,227)

ย 

Purchases of property, plant and equipment

(10,060)

-

ย 

ย 

Net cash used in investing activities

(229,145)

(885,478)

ย 

ย 

Net decrease in cash and cash equivalents

(66,669)

(1,771,819)

ย 

ย 

Cash and cash equivalents at 1 October 2012

729,786

2,501,605

ย 

ย 

Cash and cash equivalents at 31 December 2013

663,117

729,786

ย 

ย 

ย 

Independent Resources plc

ย 

ย 

Notes to the final results for the fifteen month period ended 31 December 2013

ย 

ย 

1

Basis of preparation

ย 

ย 

The company's functional currency is the Euro, and presentational currency is Great British Pounds Sterling.

ย 

ย 

The financial information has been prepared in accordance with International Financial Reporting Standards

ย 

("IFRS"), IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies preparing

ย 

their accounts under IFRS, as adopted by the European Union, and the Companies Act 2006. The financial

ย 

information has been prepared under the historical cost convention, as modified by revaluations of financial assets

ย 

and financial liabilities at fair value through the statement of comprehensive income. Details of the accounting

ย 

policies applied are set out in the financial statements for the 12 months ended 30 September 2012 and have not

ย 

changed for the 15 month period ended 31 December 2013.

ย 

ย 

The financial information set out in this announcement does not constitute audited financial statements for the period

ย 

ended 31 December 2013. The financial information for the year ended 30 September 2012 is derived from the

ย 

statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on

ย 

those accounts: their report was unqualified but did include an emphasis of matter regarding the ongoing status of

ย 

the Rivara project.

ย 

ย 

The financial information for the period ended 31 December 2013 is derived from the financial statements, but does not

ย 

constitute the group's financial statements. The company's auditors have reported on the statutory financial

ย 

statements for the period ended 31 December 2013 and their report is unqualified, but, with the following emphases of

ย 

Matter:

ย 

ย 

"Development and exploration intangible asset

ย 

ย 

In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the

ย 

disclosures made in the financial statements concerning the process of the appeal before the Emilia Romagna

ย 

Bologna Administrative Court in respect of the approval of the development of the Rivara project. In the event

ย 

that the group is not successful in its appeal, the expenditure capitalised in respect of this project will be subject

ย 

to impairment testing. No adjustment has been made in relation to the carrying value of this capitalised

ย 

expenditure in the financial statements of the group or the carrying value of the company's investment in subsidiary

ย 

undertakings.

ย 

ย 

Going concern

ย 

ย 

In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the

ย 

disclosure made in the financial statements concerning the company's ability to continue as a going concern. The

ย 

financial statements have been prepared on the going concern basis, which depends on the ability of the company

ย 

to raise funds. These conditions, along with the other matters explained in the financial statements, indicate

ย 

the existence of a material uncertainty which may cast significant doubt about the company's ability to continue

ย 

as a going concern. The financial statements do not include the adjustments that would result if the company was

ย 

unable to continue as a going concern."

ย 

ย 

The financial information set out in this announcement was approved by the board on 13 June 2014.

ย 

ย 

The directors do not recommend the payment of a final dividend (2012: Nil).

ย 

ย 

2.

Business segments

ย 

ย 

The group has adopted IFRS 8 Operating segments. Per IFRS 8, operating segments are based on internal reports

ย 

about components of the group, which are regularly reviewed and used by the Board of Directors being the Chief

ย 

Operating Decision Maker ("CODM") for strategic decision making and resource allocation, in order to allocate

ย 

resources to the segment and to assess its performance. The group's reportable operating segments are as follows:

ย 

ย 

ย 

a.

Parent company

ย 

b.

Rivara

ย 

c.

Ribolla Basin CBM assets

ย 

d.

Ksar Hadada

ย 

ย 

The CODM monitors the operating results of each segment for the purpose of performance assessments and

ย 

making decisions on resource allocation. Performance is based on assessing progress made on projects and the

ย 

management of resources used. Segment assets and liabilities are presented inclusive of inter-segment balances.

ย 

ย 

The group did not generate any revenue during the period to 31 December 2013 nor in the year to 30 September

ย 

2012.

ย 

ย 

Information regarding each of the operations of each reportable segments is included in the following table.

ย 

ย 

Parent

Rivara

ย Ribolla Basin

ย Ksar

ย Consolidation

ย Total

ย 

company

ย CBM assets

Hadada

ย 

ยฃ

ยฃ

ย ยฃ

ย ยฃ

ย ยฃ

ย ยฃ

ย 

Period to 31 December 2013

ย 

ย 

Interest revenue

155,807

40,133

2,876

-

(196,361)

2,455

ย 

Interest expense

(121)

(111,370)

(84,992)

-

196,361

(122)

ย 

Depreciation

-

1,241

9,577

-

-

10,818

ย 

Impairment of intangible assets

-

-

-

-

-

-

ย 

Income tax

-

-

-

-

-

-

ย 

Loss for the period before taxation

ย (789,605)

(1,744,075)

(382,330)

(61,511)

(363,817)

(3,341,338)

ย 

ย 

Assets

12,128,214

8,242,367

4,456,656

235,604

(13,335,861)

ย 11,726,980

ย 

Liabilities

(514,288)

(3,810,637)

(4,285,358)

ย (622,226)

8,425,004

(807,505)

ย 

ย 

Year to 30 September 2012

ย 

ย 

Interest revenue

140,285

2,147

6

-

(136,654)

5,784

ย 

Interest expense

-

ย (510,055)

(63,676)

-

136,654

(437,077)

ย 

Depreciation

-

1,344

20,041

-

-

21,385

ย 

Impairment of intangible assets

-

-

-

-

-

-

ย 

Income tax

-

-

-

-

-

-

ย 

Loss for the year before taxation

(1,065,445)

ย (758,419)

(567,201)

ย (20,084)

591,914

ย (1,819,235)

ย 

ย 

Assets

12,339,855

11,375,970

4,128,810

217,340

(13,759,728)

ย 14,302,247

ย 

Liabilities

(151,438)

(5,594,817)

(4,001,708)

ย (542,451)

9,329,743

(960,671)

ย 

ย 

The geographical split of non-current assets arises as follows:

ย 

ย 

ย United

ย Overseas

ย Total

ย 

ย Kingdom

ย 

ย ยฃ

ย ยฃ

ย ยฃ

ย 

31 December 2013

ย 

ย 

Intangible assets

-

10,128,364

10,128,364

ย 

Goodwill

-

450,766

450,766

ย 

Property, plant and equipment

1,852

18,031

19,883

ย 

ย 

30 September 2012

ย 

ย 

Intangible assets

-

9,466,113

9,466,113

ย 

Goodwill

-

450,766

450,766

ย 

Property, plant and equipment

-

21,133

21,133

ย 

ย 

3.

Reorganisation of Rivara Gas Storage srl (previously named ERG Rivara Storage srl)

ย 

ย 

On 22 November 2012 the company completed negotiations with the third party which held a non-controlling

ย 

interest in ERG Rivara Storage srl in order to bring back into full control of the group the valuable Rivara gas

ย 

storage project. The following reorganisation took place:

ย 

ย 

โ€ข

The non-controlling interest paid โ‚ฌ1,400,000 (ยฃ1,182,432) for part settlement of the amount it owed in

ย 

respect of share capital issued by ERG Rivara Storage srl;

ย 

โ€ข

The non-controlling interest waived amounts owed by ERG Rivara Storage srl totalling โ‚ฌ357,027

ย 

(ยฃ301,543);

ย 

โ€ข

ERG Rivara Storage srl cancelled the remaining amount due to it by the non-controlling interest of

ย 

โ‚ฌ3,531,001 (ยฃ2,982,265) in relation to unpaid share capital and cancelled shares to this value. This amount

ย 

had previously been discounted by ยฃ1,169,000.

ย 

โ€ข

The non-controlling interest transferred its entire shareholding in ERG Rivara Storage srl to Independent

ย 

Gas Management srl for โ‚ฌ1 (ยฃ1); and

ย 

โ€ข

ERG Rivara Storage srl changed its name to Rivara Gas Storage srl.

ย 

ย 

The amount recognised in the consolidated statement of comprehensive income for the period is calculated as

ย 

follows:

ย 

ย 

Period to 31 December 2013

Year to 30 September 2012

ย 

ยฃ

ยฃ

ย 

Cancellation of amount due from non-controlling interest

ย 

(pre discounting adjustment)

2,982,265

-

ย 

Discounting adjustment reversed

(1,169,000)

-

ย 

Amount due to non-controlling interest waived

(301,543)

-

ย 

ย 

Loss on reorganisation

1,511,722

-

ย 

ย 

4.

Net financial expense

ย 

ย 

Net financial expense includes ยฃNil (Year to 30 September 2012: ยฃ420,000) relating to the decrease in the net present

ย 

value of receivables which are measured at amortised cost due to the unwinding of the effective interest implicit in

ย 

the discounting calculations. The charge for that year, rather than the more normal credit, arises from the expected

ย 

deferral of the Rivara appraisal programme.

ย 

ย 

5.

Taxation

ย 

Period to 31 December 2013

Year to 30 September 2012

ย 

ยฃ

ยฃ

ย 

Tax on profit on ordinary activities

ย 

ย 

Taxation charged based on profits for the period

ย 

ย 

UK corporation tax based on the results for the period

-

-

ย 

ย 

Total tax expense in income statement

-

-

ย 

ย 

Reconciliation of the tax expense

ย 

ย 

The tax assessed for the period is different from the standard rate of corporation tax in the UK (23.4%). The

ย 

differences are explained below:

ย 

Period to 31 December 2013

Year to 30 September 2012

ย 

ยฃ

ยฃ

ย 

ย 

Loss on ordinary activities before taxation

(3,341,338)

(1,819,235)

ย 

ย 

Loss on ordinary activities multiplied by standard rate

ย 

of corporation tax in the UK of 23.4% (2012: 25%)

(781,874)

(454,808)

ย 

ย 

Effects of:

ย 

Expenses disallowed for tax purposes

50,337

38,739

ย 

Deferred tax not provided - tax losses carried forward

731,537

416,069

ย 

ย 

Total current tax

-

-

ย 

ย 

The group has tax losses available to be carried forward in certain subsidiaries and the parent. With anticipated

ย 

substantial lead times for the group's projects, and the possibility that these may therefore expire before their use, it

ย 

is not considered appropriate to anticipate an asset value for them.

ย 

ย 

6.

Loss per share

ย 

ย 

The calculation of basic and diluted loss per share at 31 December 2013 was based on the loss attributable to

ย 

ordinary shareholders of ยฃ3,350,702. The weighted average number of ordinary shares outstanding during the

ย 

period ending 31 December 2013 and the effect of the potentially dilutive ordinary shares to be issued are shown

ย 

below.

ย 

ย 

Period to 31 December 2013

Year to 30 September 2012

ย 

ย ยฃ

ย ยฃ

ย 

ย 

Net loss for the year

(3,350,702)

(1,781,779)

ย 

ย 

Basic weighted average ordinary shares

ย 

in issue during the period

45,836,867

45,836,867

ย 

ย 

Diluted weighted average ordinary shares

ย 

in issue during the period

45,836,867

45,836,867

ย 

ย 

In accordance with IAS 33 and as the average share price in the year is lower than the exercise price, the share

ย 

options do not have a dilutive impact on earnings per share for the period ending 31 December 2013.

ย 

ย 

7.

Goodwill (group)

ย 

Goodwill

ย 

ยฃ

ย 

31 December 2013

ย 

ย 

Cost

ย 

ย 

1 October 2012 and 31 December 2013

450,766

ย 

ย 

Carrying amount

ย 

ย 

31 December 2013

450,766

ย 

ย 

30 September 2012

450,766

ย 

ย 

30 September 2012

ย 

ย 

Cost

ย 

ย 

1 October 2011 and 30 September 2012

450,766

ย 

ย 

Carrying amount

ย 

ย 

30 September 2012

450,766

ย 

ย 

30 September 2011

450,766

ย 

ย 

The goodwill arises as a result of the acquisition of Independent Energy Solutions srl which contains the Ribolla

ย 

project.

ย 

ย 

A review of the latest management information and projections shows a net present value significantly in excess of

ย 

assets and liabilities relating to this project. No changes have been identified as being required to the main

ย 

assumptions which would have a corresponding material impact on the group.

ย 

ย 

The continuing analysis and testing of technical data continues to indicate that the project is feasible.

ย 

ย 

The group continues to work towards, and is confident of, obtaining all the necessary approvals from regulatory

ย 

authorities.

ย 

ย 

For the purpose of goodwill impairment testing, recoverable amounts have been determined based upon the

ย 

value in use of the Ribolla project and is considered further as part of intangible assets in note 8.

ย 

ย 

Value in use

ย 

ย 

Cash flows are projected for the periods up to the date that the project is expected to become commercially

ย 

operational and from then until operations are expected to cease, based upon management's expectations. These

ย 

dates depend on a number of variables, including the project's technical feasibility, regulatory approval, forecast

ย 

revenue prices and the associate development and operational costs.

ย 

ย 

The project is expected to generate revenue after five to nine years and to continue doing so for a further 35

ย 

years. The directors consider that projections calculated for a period greater than five years are justified as the

ย 

project is still in a development stage. The directors have used a constant rate of growth of 2.5% (2012: 2.5%)

ย 

to extrapolate the cash flow projections beyond the period in which the projects will commence to generate

ย 

revenue. This growth rate is considered to cover increases resulting from inflation and regulatory changes. The

ย 

discount rate used is 10.0% (2012: 10.0%).

ย 

ย 

Key assumptions used in value in use calculations

ย 

ย 

The key assumptions used in the value in use calculations for the goodwill asset are the anticipated quantity of

ย 

resource available for extraction, costs of plant and infrastructure, expected revenue prices, expected operational

ย 

costs, appropriate discount rates and foreign exchange rates. For further details please see note 9.

ย 

ย 

Management's assessment of the technical and commercial viability of the project is supported by the evaluation work

ย 

undertaken by appropriately qualified persons.

ย 

ย 

Management have assessed the project's individual net present value and thereby impairment on a variety of

ย 

bases and assumptions using, where appropriate, a number of discount rates. The impairment tests are particularly

ย 

sensitive to changes in the key assumptions and changes to these assumptions could result in impairment;

ย 

however, all of the varying bases indicate a net present value significantly in excess of the value of goodwill.

ย 

ย 

Foreign exchange rates have been based on external market forecasts, after considering long-term market

ย 

expectations and the countries in which the group operates.

ย 

ย 

8.

Other intangible assets (group)

ย 

ย 

Development and exploration

ย 

Rivara gas

Ribolla Basin

Ksar Hadada

Total

ย 

storage

CBM assets

exploration

ย 

facility

acreage

ย 

ยฃ

ยฃ

ยฃ

ยฃ

ย 

31 December 2013

ย 

ย 

Cost

ย 

ย 

1 October 2012

5,236,000

4,013,233

1,297,709

10,546,942

ย 

Exchange differences

248,709

190,629

-

439,338

ย 

Additions

100,288

112,997

9,628

222,913

ย 

ย 

31 December 2013

5,584,997

4,316,859

1,307,337

11,209,193

ย 

ย 

Amortisation

ย 

ย 

1 October 2012

-

-

1,080,829

1,080,829

ย 

Impairment charge for the period

-

-

-

-

ย 

ย 

31 December 2013

-

-

1,080,829

1,080,829

ย 

ย 

Carrying amount

ย 

ย 

31 December 2013

5,584,997

4,316,859

226,508

10,128,364

ย 

ย 

30 September 2012

5,236,000

4,013,233

216,880

9,466,113

ย 

ย 

30 September 2012

ย 

ย 

Cost

ย 

ย 

1 October 2011

4,892,610

4,265,886

1,237,818

10,396,314

ย 

Exchange differences

(389,229)

(339,370)

-

(728,599)

ย 

Additions

732,619

86,717

59,891

879,227

ย 

ย 

30 September 2012

5,236,000

4,013,233

1,297,709

10,546,942

ย 

ย 

Amortisation

ย 

ย 

1 October 2011

-

-

1,080,829

1,080,829

ย 

Impairment charge for the year

-

-

-

-

ย 

ย 

30 September 2012

-

-

1,080,829

1,080,829

ย 

ย 

Carrying amount

ย 

ย 

30 September 2012

5,236,000

4,013,233

216,880

9,466,113

ย 

ย 

30 September 2011

4,892,610

4,265,886

156,989

9,315,485

ย 

ย 

The primary intangible assets are all internally generated.

ย 

ย 

For the purpose of impairment testing of intangible assets, recoverable amounts have been determined based

ย 

upon the value in use of the group's three projects.

ย 

ย 

Rivara gas storage facility and Ribolla Basin CBM assets

ย 

ย 

Despite the expected delay, a review of the latest management information and projections shows a net present

ย 

value significantly in excess of assets and liabilities relating to the projects. The main assumptions indicate that no

ย 

significant change has arisen on these calculations which would materially impact on the group.

ย 

ย 

The continuing analysis and testing of technical data continues to indicate that the projects are feasible.

ย 

ย 

The group continues to work towards, and is confident of, obtaining all the necessary approvals from regulatory

ย 

authorities. The group anticipates being able to raise the necessary finance to continue to develop the projects.

ย 

ย 

Value in use

ย 

ย 

Value in use has been calculated separately for the group's Rivara gas storage facility and Ribolla Basin CBM

ย 

assets. Cash flows are projected for the periods up to the date that the projects are expected to

ย 

become commercially operational and from then until operations are expected to cease, based upon management's

ย 

expectations. These dates depend on a number of variables, including the project's technical feasibility, regulatory

ย 

approval, forecast revenue prices and the associated development and operational costs.

ย 

ย 

The projects are expected to generate revenue after five to nine years and to continue doing so for a further 35

ย 

years. The directors consider that projections calculated for a period greater than five years are justified as the

ย 

projects are still in a development stage.

ย 

ย 

Key assumptions used in value in use calculations

ย 

ย 

The key assumptions used in the value in use calculations for the intangible assets are the expected storage and

ย 

useable capacity of the Rivara project, the anticipated quantity of resource available for extraction for the Ribolla

ย 

Basin project, costs of plant and infrastructure, expected revenue prices (specifically gas prices), expected

ย 

operational costs, appropriate discount rates and foreign exchange rates.

ย 

ย 

Management's assessment of the technical and commercial viability of the projects is supported by the evaluation

ย 

work undertaken by appropriately qualified persons.

ย 

ย 

Management has assessed the projects' individual net present values and thereby impairment on a variety of

ย 

bases and assumptions using, where appropriate, a number of discount rates. The impairment tests are

ย 

particularly sensitive to changes in the key assumptions, and changes to these assumptions could result in

ย 

impairment; however, all of the varying bases indicate a net present value significantly in excess of the value of

ย 

the intangible assets.

ย 

ย 

Foreign exchange rates have been based on external market forecasts, after considering long-term market

ย 

expectations and the countries in which the group operates.

ย 

ย 

The key assumptions used in the value in use calculations are as follows:

ย 

ย 

Assumption

Sensitivity

ย 

factor *

ย 

ย 

Rivara gas storage facility:

ย 

ย 

Growth rate

2.0%

+278.4%

ย 

Discount rate

7.0%

+32.1%

ย 

Capital expenditure

-

+26.0%

ย 

ย 

Ribolla Basin CBM assets:

ย 

ย 

Growth rate

2.5%

+127.2%

ย 

Discount rate

10.0%

+53.3%

ย 

Gas price

โ‚ฌ0.27 per cubic metre

-19.3%

ย 

Capital expenditure

-

+29.5%

ย 

ย 

The growth rates are considered to cover increases resulting from inflation and regulatory changes.

ย 

ย 

* The sensitivity factor is the percentage change in each specific assumption which would, on its own, result in the

ย 

net present value equal to the carrying value of the intangible asset in the accounts.

ย 

ย 

The discount rates used vary depending on the nature of the projects and the anticipated stability and longevity of

ย 

expected cash flows.

ย 

ย 

Potential impairment of the Rivara project

ย 

ย 

The Group holds a 100% interest in Rivara Gas Storage srl Intangible assets include an amount of ยฃ5,576,000 with

ย 

respect to project expenditure. The regional council, Regione Emilia Romagna, where the project is located is

ย 

currently denying authorisation for project development. However authorisation has been granted by the national

ย 

government. As a result Rivara Gas Storage srl has appealed against this decision to the Emilia Romogna Bologna

ย 

Administrative Court and this appeal is due to be heard in thesecond half of 2014

ย 

ย 

In the event that Rivara Gas Storage srl's appeal was to be unsuccessful, there may be an indication of impairment

ย 

of the capitalised expenditure which could significantly reduce the carrying value of this asset.

ย 

ย 

9.

Other receivables

ย 

31 December 2013

30 September 2012

ย 

ยฃ

ยฃ

ย 

ย 

Deferred subscription payments due from non-controlling interest

-

2,781,677

ย 

Other receivables

401,180

804,979

ย 

Prepayments

63,670

47,793

ย 

ย 

464,850

3,634,449

ย 

ย 

Other receivables in the group and the company principally comprise recoverable Value Added Tax and expenditure

ย 

recharged to project partners.

ย 

ย 

The directors consider that the carrying amount of trade and other receivables approximated their fair value.

ย 

ย 

Deferred subscription payments due from non-controlling interest had been classified as current as the amounts

ย 

receivable were anticipated to be realised within the asset's normal operating cycle. See note 3 with regards to

ย 

the renegotiation and settlement of this amount during the period to 31 December 2013.

ย 

ย 

ย 

10.

Share capital

ย 

31 December 2013

30 September 2012

ย 

Group

Company

Group

Company

ย 

ยฃ

ยฃ

ยฃ

ยฃ

ย 

Issued, called up and fully paid

ย 

45,836,867 (2012: 45,836,867)

ย 

ordinary shares of 1p

458,369

458,369

458,369

458,369

ย 

ย 

The holders of ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per

ย 

share at meetings of the company.

ย 

ย 

11.

Share premium account

ย 

31 December 2013

30 September 2012

ย 

Group

Company

Group

Company

ย 

ยฃ

ยฃ

ยฃ

ยฃ

ย 

ย 

1 October and 31 December

15,287,351

15,287,351

15,287,351

15,287,351

ย 

ย 

12.

Share-based payments

The share option scheme, which was adopted by the company on 25 November 2005, was established to reward

and incentivise the executive management team for delivering share price growth. The share option scheme is

administered by the Remuneration Committee.

One-off options of 16,667 granted to A R H Thomas in recognition of his contribution at the time of the company's

AIM admission remain exercisable.

On 4 March 2013 the company issued 200,000 share options to W G Coleman upon his appointment to the board

as chief executive officer.

Details of this tranche of share options outstanding at the year end are as follows:

Date of grant

01/10/2012

Issued/

31/12/2013

Date from which

Lapse

Exercise

Number of

lapsed in

Number of

options may be

date

Price per

options

the period

options

first exercised

option

18/01/2011

2,175,000

(285,000)

1,890,000

5/01/2014

5/01/2016

43p

4/03/2013

-

200,000

200,000

4/03/2013

3/03/2023

1p

The options outstanding at the end of the year have a weighted average remaining contractual life of 2 years.

The fair values of the options granted on 18 January 2011 were calculated using the binomial option pricing model.

The inputs into the model were as follows:

Stock price

43p

Exercise price

43p

Interest rate

3.51%

Volatility

65%

Time to maturity

5 years

Number of steps

60

Exercise factor

66.289

The fair values of the options granted on 4 March 2013 were calculated using the Black-Scholes option pricing model.

The inputs into the model were as follows:

Weighted average share price

10.62p

Weighted average exercise price

1p

Expected volatility

92.00%

Expected life

10 years

Risk free rate

2.10%

Expected dividend yield

Nil

The expected volatility was determined with reference to the company's share price since it was admitted for trading

on AIM in December 2005. The expected life used in the model has been adjusted, based on management's best

estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

The group recognised total expenses of ยฃ215,114 (2012: ยฃ154,956) related to equity-settled, share-based payment

transactions during the period. Of the amount recognised in the current period ยฃ20,573 related to the options issued

to G Coleman, as detailed above, the value of which has been recognised in full as they could be exercised

immediately.

Registered office

Independent Resources plc

Tower Bridge House, St Katharine's Way, London E1W 1DD

Email: mailbox@ir-plc.com

Commercial office

1st Floor, 12 Melcombe Place, London, NW1 6JJ, United Kingdom

Telephone: +44 (0) 203 367 1134

Fax: +44 (0) 203 170 7551

Email: mailbox@ir-plc.com

Technical office

Viale Liegi 41, 00198 Rome, Italy

Telephone: +39 06 853594

Fax: +39 06 2549 6286

Email: mailbox@ir-plc.com

ย 

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