Last checked at 30 Jun 2016 07:00
ECR MINERALS plc
(“ECR Minerals”, “ECR” or the “Company”)
AIM: ECR
US OTC: MTGDY
UNAUDITED HALF-YEARLY RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2016 AND UPDATE
LONDON: 30 JUNE 2016 - The directors of ECR Minerals plc (the “Directors”) are pleased to announce the Company’s unaudited half-yearly results for the six months to 31 March 2016, along with the following update.
CHIEF EXECUTIVE OFFICER’S REPORT
Since my last report to shareholders, published on 7 March 2016 alongside ECR’s annual financial statements, the Company’s focus has been on the Avoca and Bailieston gold projects in Victoria, Australia, of which ECR’s wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”) has agreed to acquire 100% ownership.
MGA is prioritising the Avoca project, where the potential to generate relatively short-term cash flow from the reprocessing of historical waste dumps to extract remnant gold is being evaluated. MGA is well placed to act as the corporate vehicle for this activity, on the basis of its estimated tax losses of approximately AUD 66M as at 30 June 2015, which may be available, subject to certain conditions (as described in the Company’s announcement of 4 December 2015), to reduce MGA’s future taxable profits.
Australia has become a more attractive operating environment for gold projects following the substantial depreciation in the Australian dollar against the US dollar which occurred during 2015. The Australian dollar gold price is at close to record highs. In addition, fuel, labour, consultants and other key mining inputs have fallen significantly in price.
The acquisition of the Avoca and Bailieston projects represents a strategic shift for ECR towards operations in Australia through MGA, and the plan to establish relatively short-term production at Avoca is a key element of this strategy.
The consideration for the acquisition of the Avoca and Bailieston projects by MGA comprises up to AUD 250,000 in ECR shares (based on certain milestones), and a net profits interest royalty of 20% in respect of mine dumps and 10% in respect of other deposits (royalty capped at AUD 3.5M). The structure of the transaction has the effect of aligning the interests of the vendors with those of MGA/ECR.
The acquisition of the projects remains conditional on the necessary Victorian government authorisations and registration of the transfer of the projects to MGA, and on issuance of the Initial Consideration Shares (as defined in the Company’s 3 March 2016 announcement).
COMPETENT PERSON’S REPORT AND EXPLORATION TARGETS
On 20 April 2016, the Company released a JORC Code-compliant technical report in relation to the Avoca and Bailieston projects (the “CPR”). The CPR was prepared by Mr Jeremy Peters BSc, BEng, FAusIMM CP (Min, Geo), who is employed by Snowden Mining Industry Consultants, and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the type of activity being undertaken. The CPR described the history and potential of the two projects in great detail, and determined Exploration Targets for the projects, in accordance with the JORC Code.
The Exploration Targets are set out in Table 1 below and have been extracted from the CPR, which is available on the Company’s website (www.ecrminerals.com). ECR confirms it is not aware of any new information or data that materially affects the information included in the original announcement of the Exploration Targets and confirms that the form and context in which the competent person’s findings are presented have not been materially modified from the original announcement.
Table 1: Summary of JORC Exploration Targets* - Avoca and Bailieston
| Project | Target style | Tonnage | Grade | Troy ounces** | |||||||||||
| From | To | From | To | From | To | ||||||||||
| Avoca | Waste dumps | 0.20 Mt | 0.25 Mt | 0.5 g/m3 | 1.5 g/m3 | 2,000 oz | 8,000 oz | ||||||||
| Deep lead alluvial | 10 Mt | 20 Mt | 0.14 g/m3 | 0.20 g/m3 | 30,000 oz | 85,500 oz | |||||||||
| Gravel and sand | 0.1 Mt | 0.5 Mt | |||||||||||||
| Mesothermal qtz vein | 0.03 Mt | 0.5 Mt | 10 g/t | 30 g/t | 9,500 oz | 482,500 oz | |||||||||
| Bailieston | Epithermal ‘Carlin’ | 1 Mt | 5 Mt | 1 g/t | 4 g/t | 32,000 oz | 643,000 oz | ||||||||
| Totals | 74,000 oz | 1,219,000 oz | |||||||||||||
* The ranges of tonnage and grade stated above are conceptual in nature, are not estimates of a Mineral Resource or Ore Reserve, and pertain to mineralisation where there has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource. The basis on which the above Exploration Targets have been determined is set out in the CPR.
** Conversion of the ranges of tonnage and grade for the “deep lead alluvial” and “waste dumps” Exploration Targets to ounces assumes a specific gravity of 1.5; figures in ounces are rounded to the nearest 500 oz.
AVOCA AND BAILIESTON PROJECT ACTIVITIES
Following finalisation of the CPR, MGA initiated a number of work programmes, including:
AVOCA PROJECT
* Completion of a mineral resource estimate for the dumps, entailing additional augur sampling. The necessary sampling was completed in April 2016. Gold resource estimates encompassing four waste dumps within the Avoca project area have been compiled in draft form, and are being refined with additional data as it becomes available.
* Metallurgical testwork on samples from the dumps, with a focus on gravity recovery options. A bulk sample for metallurgical testwork has now been despatched to the laboratory, and testwork results are expected during July 2016.
* Preparation of an economic study of the proposed reprocessing of the dumps, setting out the capital requirements and projected returns from the operation, and the timescale which would be required to reach production. Completion of the study is targeted for July 2016.
BAILIESTON PROJECT
* Rock chip and soil sampling at various prospects within the Bailieston Exploration Licence. A programme of rotary air blast (RAB) percussion drilling at Bailieston had been planned to commence in late June 2016, but has now been deferred until later in the year in order to allow key personnel to concentrate on the Avoca project.
NEW EXPLORATION LICENCE APPLICATIONS, AUSTRALIA
Two new Exploration Licences (ELs) have been applied for in Victoria by MGA. One EL application is in the vicinity of the Avoca project, and the other is in the vicinity of the Bailieston project. Both EL applications have been accepted by the Victorian government, and issuance of the ELs, if granted, is expected in the second half of 2016.
The EL application in the vicinity of Avoca contains a number of significant historical waste dumps originating from ‘deep lead’ alluvial gold mining activities, as is the case within EL5387 (the EL which currently comprises the Avoca project). Historical production from the main alluvial mines within the area of the new application is reported by the Geological Survey of Victoria to have exceeded 272,000oz gold.
MGA’s intention is to assess the suitability of the resulting waste dumps for reprocessing in order to extract remnant gold, and the new EL application can be considered an enlargement of the Avoca project. The Exploration Target in Table 1 above does not take account of the new EL which has been applied for.
The EL application near Bailieston is intended to expand MGA’s exploration footprint in the district, which currently hosts two significant producing gold mines (Costerfield and Fosterville) within approximately 30km of the Bailieston project.
DANGLAY GOLD PROJECT, PHILIPPINES
As announced on 13 June 2016, Cordillera Tiger Gold Resources, Inc. (“Cordillera Tiger”), the holder of the Exploration Permit (the “EP”) comprising the Danglay project, was recently invited by the Philippine Mines & Geosciences Bureau (MGB) to sign the renewed EP in quadruplicate. All signed copies have been returned to the MGB, and ECR expects the final renewed EP to be issued in due course.
An announcement regarding ECR’s intentions for further exploration at Danglay will be made at or around the time the final renewed EP is received by Cordillera Tiger.
SLM GOLD PROJECT, ARGENTINA
It remains the preference of the Directors for the SLM project to be advanced in partnership with a local group, and discussions in this regard are taking place under confidentiality.
FINANCIAL RESULTS
For the six months ended 31 March 2016 the financial statements of the Company as consolidated with its subsidiaries (the “Group”) record a total comprehensive expense of £533,170, the largest component of which is other administrative expenses of £296,286, which relate primarily to the development of the Company’s projects. The Group reported a total comprehensive expense of £896,320 for the six months ended 31 March 2015.
The Group’s net assets were £1,907,983 at 31 March 2016 compared with £4,515,381 at 31 March 2015, primarily reflecting the decision at 30 September 2015 to make an impairment provision against the carrying value of the MGA deferred tax asset. Exploration assets at 31 March 2016 were £2,224,024, versus £1,766,779 at 31 March 2015, reflecting the investments made in the Company’s projects.
Stephen Clayson
Chief Executive Officer
Review of announcement by Qualified Person
This announcement has been reviewed by William (Bill) Howell BSc (Hons), FAusIMM, FSEG, ECR’s Non-Executive Chairman. Mr Howell is a geologist with 49 years of experience in the minerals industry, and is a Qualified Person as that term is defined by the AIM Note for Mining, Oil and Gas Companies.
ABOUT ECR
ECR is a mineral exploration and development company. ECR’s wholly owned Australian subsidiary Mercator Gold Australia (MGA) has agreed to acquire 100% ownership of the Avoca and Bailieston gold projects in Victoria, Australia. Mercator Gold Australia is estimated to have tax losses of approximately AUD 66M as at 30 June 2015, which may be available, subject to certain conditions (as described in ECR’s announcement dated 4 December 2014), to reduce MGA’s future taxable profits. This is considered particularly significant in view of an opportunity which may exist at Avoca to establish relatively near term gold production from the reprocessing of historical mine dumps, with the potential for sale of gravel and sand by-products. A competent person’s report in relation to the Avoca and Bailieston projects is available for download from ECR’s website.
ECR has the right to earn a 50% interest in the Danglay epithermal gold project in the Philippines. Danglay is an advanced exploration project located in a prolific gold and copper mining district in the north of the Philippines. An NI43-101 technical report was completed in respect of the Danglay project in December 2015, and is available for download from ECR’s website.
ECR’s wholly owned subsidiary Ochre Mining has a 100% interest in the SLM gold project in La Rioja Province, Argentina. Exploration at SLM has focused on identifying small tonnage mesothermal gold deposits which may be suitable for relatively near term production.
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals plc Tel: +44 (0)20 7929 1010
William (Bill) Howell, Non-Executive Chairman
Stephen Clayson, Director & CEO
Craig Brown, Finance Director
Richard (Dick) Watts, Non-Executive Technical Director
Email: info@ecrminerals.com
Website: www.ecrminerals.com
Cairn Financial Advisers LLP Tel: +44 (0)20 7148 7900
Nominated Adviser
Emma Earl / Jo Turner
Vicarage Capital Ltd Tel: +44 (0)20 3651 2910
Broker
Rupert Williams / Jeremy Woodgate
Blytheweigh Tel: +44 (0)20 7138 3204
Public Relations
Tim Blythe / Camilla Horsfall
FORWARD LOOKING STATEMENTS
This announcement may include forward looking statements. Such statements may be subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results or events to differ materially from current expectations. There can be no assurance that such statements will prove to be accurate and therefore actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking statements. Any forward looking statements contained herein speak only as of the date hereof (unless stated otherwise) and, except as may be required by applicable laws or regulations (including the AIM Rules for Companies), the Company disclaims any obligation to update or modify such forward looking statements as a result of new information, future events or for any other reason.
| Consolidated Income Statement | |||||||||
| For the six months ended 31 March 2016 | |||||||||
| Six months ended 31 March 2016 | Six months ended 31 March 2015 | Year ended 30 September 2015 | |||||||
|
| |||||||||
| Continuing operations | £ | £ | £ | ||||||
| Exploration expenses | – | – | (65,990) | ||||||
| Other administrative expenses | (296,286) | (629,183) | (941,359) | ||||||
| Currency exchange differences | (95) | 18,542 | (22,356) | ||||||
| Impairment of other current assets | (780) | – | – | ||||||
| Total administrative expenses | (297,161) | (610,641) | (1,029,705) | ||||||
| Operating loss | (297,161) | (610,641) | (1,029,705) | ||||||
| Loss on disposal of available for sale financial assets | (609) | (138,590) | (137,131) | ||||||
| Reclassification of fair value movements on disposal of available for sale assets | – | (88,381) | (14,750) | ||||||
| (297,770) | (837,612) | (1,181,586) | |||||||
| Finance income | 21 | 19 | 28 | ||||||
| Finance costs | (135,370) | (166,150) | (321,180) | ||||||
| Finance income and costs | (135,349) | (166,131) | (321,152) | ||||||
| Loss for the period before taxation | (433,119) | (1,003,743) | (1,502,738) | ||||||
| Income tax | – | – | (3,217,484) | ||||||
| Loss for the period | (433,119) | (1,003,743) | (4,720,222) | ||||||
| Loss attributable to: | |||||||||
| Owners of the parent | (433,119) | (1,003,743) | (4,720,222) | ||||||
| Loss per share – basic and diluted | (0.01)p | (0.03)p | (0.13)p | ||||||
| Consolidated Statement of Comprehensive Income | |||||||
| For the six months ended 31 March 2016 | |||||||
| Six months ended 31 March 2016 | Six months ended 31 March 2015 | Year ended 30 September 2015 | |||||
|
| |||||||
| £ | £ | £ | |||||
| Loss for the period | (433,119) | (1,003,743) | (4,720,222) | ||||
| Items that may be reclassified subsequently to profit or loss | |||||||
| Reclassification of fair value movements to Income Statement on disposal of available for sale assets | – | 88,381 | 14,750 | ||||
| Gain/(losses) on exchange translation | (100,051) | 19,042 | 22,193 | ||||
| Other comprehensive income/(expense) for the period | (100,051) | 107,423 | 36,943 | ||||
| Total comprehensive expense for the period | (533,170) | (896,320) | (4,683,279) | ||||
| Attributable to: | |||||||
| Owners of the parent | (533,170) | (896,320) | (4,683,279) | ||||
| Consolidated Statement of Financial Position | |||||||
| At 31 March 2016 | |||||||
| As at 31 March 2016 | As at 31 March 2015 | As at 30 September 2015 | |||||
| Assets | £ | £ | £ | ||||
| Non–current assets | |||||||
| Property, plant and equipment | 6,237 | 9,360 | 7,705 | ||||
| Exploration assets | 2,224,024 | 1,766,779 | 2,132,224 | ||||
| Deferred tax asset | – | 3,218,173 | – | ||||
| Total non-current assets | 2,230,261 | 4,994,312 | 2,139,929 | ||||
| Current assets | |||||||
| Trade and other receivables | 4,712 | 135,491 | 74,233 | ||||
| Available for sale financial assets | 39,277 | 48,296 | 39,277 | ||||
| Taxation | 36,282 | 2,691 | 2,514 | ||||
| Other current assets | 2,672 | 2,672 | 2,672 | ||||
| Cash and cash equivalents | 103,883 | 302,754 | 90,398 | ||||
| 186,826 | 491,904 | 209,094 | |||||
| Total assets | 2,417,087 | 5,486,216 | 2,349,023 | ||||
|
Current liabilities | |||||||
| Trade and other payables | 409,886 | 247,932 | 351,850 | ||||
| Interest bearing borrowings | 99,218 | 722,903 | 451,104 | ||||
| Total liabilities | 509,104 | 970,835 | 802,954 | ||||
| Net assets | 1,907,983 | 4,515,381 | 1,546,069 | ||||
| Equity attributable to owners of the parent | |||||||
| Share capital | 11,103,901 | 10,782,878 | 11,071,602 | ||||
| Share premium | 41,443,507 | 40,297,903 | 40,802,469 | ||||
| Exchange reserve | (169,700) | (72,800) | (69,649) | ||||
| Other reserves | 1,067,423 | 821,320 | 845,677 | ||||
| Retained losses | (51,537,149) | (47,313,920) | (51,104,030) | ||||
| Total equity | 1,907,983 | 4,515,381 | 1,546,069 | ||||
| Consolidated statement of changes in equity |
| For the six months ended 31March 2016 |
| Share capital | Share premium | Exchange reserves | Other reserves | Retained reserves | Total Equity | ||||||||
| £ | £ | £ | £ | £ | £ | ||||||||
| At 1 October 2014 | 10,483,166 | 40,131,118 | (91,842) | 485,160 | (46,398,558) | 4,609,044 | |||||||
| Loss for the period | – | – | – | – | (1,003,743) | (1,003,743) | |||||||
| Gain on disposal of available for sale assets | – | – | – | – | 88,381 | 88,381 | |||||||
| Gain on exchange translation | – | – | 19,042 | – | – | 19,042 | |||||||
| Total comprehensive income/(expense) | – | – | 19,042 | – | (915,362) | (896,320) | |||||||
| Conversion of loan notes | 274,741 | 153,130 | – | – | – | 427,871 | |||||||
| Share based payments | – | – | – | 288,831 | – | 288,831 | |||||||
| Warrants issued in lieu of finance cost | – | – | – | 47,329 | – | 47,329 | |||||||
| Shares issued in payment of creditors | 24,971 | 13,655 | – | – | – | 38,626 | |||||||
| At 31 March 2015 | 10,782,878 | 40,297,903 | (72,800) | 821,320 | (47,313,920) | 4,515,381 | |||||||
| Loss for the period | – | – | – | – | (3,716,479) | (3,716,479) | |||||||
| Reclassification of fair value movements to Income Statement | – | – | – | – | 14,750 | 14,750 | |||||||
| Gain on exchange translation | – | – | 3,151 | – | – | 3,151 | |||||||
| Total comprehensive expense | – | – | 3,151 | – | (3,701,729) | (3,698,578) | |||||||
| Conversion of loan notes | 273,803 | 203,925 | – | – | – | 477,728 | |||||||
| Shares issued | 6,556 | 288,444 | – | – | – | 295,000 | |||||||
| Warrants issued in lieu of finance cost | – | – | – | 24,357 | – | 24,357 | |||||||
| Shares issued in payment of creditors | 8,365 | 12,197 | – | – | – | 20,562 | |||||||
| Gain on disposal of available for sale assets | – | – | – | – | (88,381) | (88,381) | |||||||
| At 30 September 2015 | 11,071,602 | 40,802,469 | (69,649) | 845,677 | (51,104,030) | 1,546,069 | |||||||
|
| |||||||||||||
| Loss for the period | – | – | – | – | (433,119) | (433,119) | |||||||
| Loss on exchange translation | – | – | (100,051) | – | – | (100,051) | |||||||
| Total comprehensive income /(expense) | – | – | (100,051) | – | (433,119) | (533,170) | |||||||
| Conversion of loan | 18,721 | 550,480 | – | – | – | 569,201 | |||||||
| Share issue costs | – | (4,500) | – | – | – | (4,500) | |||||||
| Shares issued | 12,500 | 59,197 | – | – | – | 71,697 | |||||||
| Warrants issued | – | – | – | 178,303 | – | 178,303 | |||||||
| Share based payments | – | – | – | 43,443 | – | 43,443 | |||||||
| Shares issued in payment of creditors | 1,078 | 35,861 | – | – | – | 36,939 | |||||||
| At 31 March 2016 | 11,103,901 | 41,443,507 | (169,700) | 1,067,423 | (51,537,149) | 1,907,983 |
| Consolidated Cash Flow Statement | |||||||
| For the six months ended 31 March 2016 | |||||||
| Six months ended 31 March 2016 | Six months ended 31 March 2015 | Year ended 30 September 2015 | |||||
| £ | £ | £ | |||||
| Net cash flow used in operations | (202,513) | (400,151) | (654,704) | ||||
| Investing activities | |||||||
| Increase in exploration assets | (191,851) | (331,393) | (719,108) | ||||
| Investment in available for sale asset | – | (39,276) | (39,276) | ||||
| Proceeds from sale of available for sale financial assets | – | 119,974 | 68,022 | ||||
| Cash introduced on regaining control of subsidiary | – | 10,218 | 10,125 | ||||
| Interest received | 21 | 19 | 28 | ||||
| Net cash generated in investing activities | (191,830) | (240,458) | (680,209) | ||||
|
Financing activities | |||||||
| Proceeds from issue of shares and warrants | 250,000 | – | 295,000 | ||||
| Proceeds from convertible loan | 174,801 | 300,623 | 494,774 | ||||
| Finance costs on fundraising | (4,500) | – | (38,956) | ||||
| Interest paid and other financing costs | (12,222) | – | (1,384) | ||||
| Net cash from financing activities | 408,079 | 300,623 | 749,434 | ||||
| Net change in cash and cash equivalents | 13,736 | (339,986) | (585,479) | ||||
| Cash and cash equivalents at beginning of the period | 90,398 | 642,056 | 642,056 | ||||
| Effect of change in exchange rates | (251) | 684 | 33,821 | ||||
| Cash and cash equivalents at end of the period | 103,883 | 302,754 | 90,398 | ||||
Notes to the Condensed Half-Yearly Financial Statements
For the six months ended 31 March 2016
1. Basis of preparation
The condensed consolidated half-yearly financial statements incorporate the financial statements of the Company and its subsidiaries (the “Group”) made up to 31 March 2016. The results of the subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date such control ceases.
These condensed half-yearly consolidated financial statements do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 30 September 2015. They have been prepared in accordance with the accounting policies adopted in the last annual financial statements for the year to 30 September 2015. The report of the auditors on those accounts was unqualified and did not contain a statement under section 498(2) or (3) of the Companies Act 2006, but did include a reference to matters which the auditors drew attention to by way of emphasis without qualifying their report.
The accounting policies have been applied consistently throughout the Group for the purpose of preparation of these consolidated half-yearly financial statements.
The financial information in this statement does not constitute full statutory accounts within the meaning of Section 434 of the Companies Act 2006. The financial information for the six months ended 31 March 2016 and 31 March 2015 is unaudited. The comparative figures for the period ended 30 September 2015 were derived from the Group’s audited financial statements for that period as filed with the Registrar of Companies. They do not constitute the financial statements for that period.
2. Going concern
The Directors are satisfied that the Company has sufficient resources to continue its operations and to meet its commitments for the immediate future. The Group therefore continues to adopt the going concern basis in preparing its condensed half-yearly financial statements.
3. Cash and cash equivalents
Cash includes petty cash and cash held in bank current accounts. Cash equivalents include short-term investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.
4. Loss per share
| Six months ended 31 March 2016 | Six months ended 31 March 2015 | Year ended 30 September 2015 | |||||
| Weighted number of shares in issue during the year | 6,540,043,560 | 3,414,964,925 | 3,744,400,803 | ||||
| £ | £ | £ | |||||
| Loss for the period attributable to owners of the parent | (433,119) | (1,003,743) | (4,720,222) |
The disclosure of the diluted loss per share is the same as the basic loss per share as the conversion of share options decreases the basic loss per share thus being anti-dilutive.
5. Income tax
No charge to tax arises on the results and no deferred tax provision arises or deferred tax asset is identified.
6. Related party transactions
The Directors are the only key management.
Directors’ remuneration during the period was as follows:
| Six months ended 31 March 2016 | Six months ended 31 March 2015 | Year ended 30 September 2015 | |||||
| £ | £ | £ | |||||
| Directors’ emoluments | 106,500 | 114,139 | 226,200 | ||||
| Share-based payments | – | 182,697 | 182,697 | ||||
| Total emoluments | 106,500 | 296,836 | 408,897 |
There were no other related party transactions during the period.
7. Share issues during the period
On 12 October 2015 the Company announced the issue of 124,095,238 ordinary shares of 0.001p each in the Company following the partial conversion of a convertible loan amounting to US$100,000 at a price of £0.000525 (0.0525 pence) per share, with an additional 20,908,800 ordinary shares issued at the same price in settlement of accrued interest on the convertible loan.
On 26 October 2015 the Company announced the issue of 186,309,751 ordinary shares of 0.001p each in the Company following the partial conversion of a convertible loan amounting to US$150,000 at a price of £0.000523 (0.0523 pence) per share, with an additional 715,430 ordinary shares issued at the same price in settlement of accrued interest on the convertible loan.
On 4 November 2015 the Company announced the issue of 244,293,785 ordinary shares of 0.001p each in the Company following the partial conversion of a convertible loan amounting to US$200,000 at a price of £0.000531 (0.0531 pence) per share, with an additional 20,330,132 ordinary shares issued at the same price in settlement of accrued interest on the convertible loan.
On 18 November 2015 the Company announced it had received firm commitments in respect of a placing and subscription of 1,250,000,000 new ordinary shares of the Company of 0.001p at a price of 0.02p each to raise gross proceeds of £250,000. Subscribers in the placing were issued one warrant per placing share (the “Warrants”). Each Warrant will entitle the holder to subscribe for one ordinary share of 0.001p in the Company at a price of 0.04p per ordinary share (the “Exercise Price”). Each Warrant shall be valid for three years from the date the corresponding placing shares were admitted to trading on AIM. In the event the Company announces that the total mineral resources estimated at the Danglay gold project in the Philippines have exceeded 500,000oz contained gold equivalent in accordance with a Standard, the Exercise Price of the Warrants shall be increased to 0.06p per ordinary share. The term “Standard” is defined by the AIM Note for Mining and Oil & Gas Companies.
On 12 January 2016 the Company announced the issue of 455,907,336 ordinary shares of 0.001p each in the Company following the partial conversion of a convertible loan amounting to US$150,000 at a price of £0.000227 (0.0227 pence) per share, with an additional 58,039,184 ordinary shares issued at the same price in settlement of accrued interest on the convertible loan.
On 10 February 2016 the Company announced the issue of 537,618,001 ordinary shares of 0.001p each in the Company following the partial conversion of a convertible loan amounting to US$150,000 at a price of £0.000193 (0.0193 pence) per share, with an additional 2,945,868 ordinary shares issued at the same price in settlement of accrued interest on the convertible loan.
On 31 March 2016 the Company announced the issue of 323,904,939 ordinary shares of 0.001p each in the Company following the partial conversion of a convertible loan amounting to US$100,000 at a price of £0.000215 (0.0215 pence) per share, with an additional 4,880,775 ordinary shares issued at the same price in settlement of accrued interest on the convertible loan.
8. Consolidated Cash Flow Statement
| Six months ended 31 March 2016 | Six months ended 31 March 2015 | Year ended 30 September 2015 | |||||
| £ | £ | £ | |||||
| Operating activities | |||||||
| Loss for the period, before tax | (433,119) | (1,003,743) | (1,502,738) | ||||
| Adjustments: Depreciation expense, property, plant and equipment | 1,468 | 1,469 | 3,111 | ||||
| Provision and impairment of investment and loans | – | 88,381 | 14,750 | ||||
| (Gain)/loss on available for sale financial assets | – | (135,590) | 137,131 | ||||
| Interest income | (21) | (19) | (28) | ||||
| Interest on convertible loans | 135,118 | 166,094 | 319,796 | ||||
| Interest expense – other | 252 | 56 | 1,384 | ||||
| Share based payments | – | 288,831 | 288,831 | ||||
| Shares issued in lieu of expense payments | – | – | 8,874 | ||||
| (Increase) /decrease in accounts receivable | 69,521 | (46,469) | 6,539 | ||||
| Increase/(Decrease) in accounts payable | 58,036 | (38,030) | 67,103 | ||||
| (Increase)/decrease in taxation | (33,768) | (311) | 543 | ||||
| Net cash flow used in operations | (202,513) | (400,151) | (654,704) |
The figure s in this note for interest paid on convertible loans include the deemed cost of warrants issued with each convertible loan tranche, as well as implementation fees paid in respect of each tranche.
9. Post period end events
On 20 April 2016 the Company announced the publication of a JORC Code-compliant technical report prepared in relation to the Avoca and Bailieston gold projects in Victoria, Australia.
On 27 April 2016 the Company announced details of immediate plans to advance the Avoca and Bailieston gold projects in Victoria, Australia.
On 3 May 2016 the Company announced the appointment of Craig William Brown as Finance Director with immediate effect.
On 11 May 2016 the Company announced the issue of 415,402,731 ordinary shares of 0.001p each in the Company as follows (i) 61,163,435 ordinary shares at a price of 0.0225625 pence per share in settlement of consulting fees payable by the Company totaling £13,800 and (ii) 348,510,371 ordinary shares following the partial conversion of a convertible loan amounting to US$100,000 at a price of £0.000198875 (0.0198875 pence) per share. An additional 5,728,925 ordinary shares were issued at a price of £0.000198875 (0.0198875 pence) per share in settlement of accrued interest on the convertible loan.
On 13 June 2016, the Company announced an update on activities which included details of applications for two new Exploration Licences by its wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd.
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