25 Sep 2009 07:00
gemstones of africa group plc
("GOA" or the "Company" OR THE "group")
UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 JUNE 2009
The Board of Gemstones of Africa Group Plc is pleased to announce unaudited interim results for the six month period to 30 June 2009.
chairman's statement
I am pleased to report on the interim results of the Company for the six months ended 30 June 2009.
The Company made an operating loss of £94,945 for the period. The loss includes approximately £14,000 in respect of legal and professional fees associated with the investments made during the period.
Since the last year end, the Company has made two investments which I reported to shareholders in my statement accompanying the financial statements for the year ended 31st December 2009:
- a collaboration and option agreement with Obtala Resources Plc leading to a joint venture agreement on a group of emerald mining licences and a prospecting licence with ruby potential in Tanzania, Africa.
- an Option Agreement with Javan Investments Company Limited, a private Tanzanian company, for two gemstone prospecting licences in Tanzania. The area is known to host sapphires, green and red garnets, and rubies, with a number of artisanal workings nearby.
Despite the investments it has made, the Company has not been able to fully satisfy the requirements of the AIM Rules for Companies ("AIM Rules") that it has substantially implemented its investing strategy and therefore pursuant to Rule 15 of the AIM Rules, the Company's ordinary shares will be suspended from trading on AIM with effect from 7 a.m., on 30 September 2009, being the day following the anniversary of the Annual General Meeting of the Company at which shareholders gave consent to the Company's investing strategy.
The board structure has recently been changed and as a consequence of the AIM requirement to effect a substantial acquisition, the directors are actively pursuing acquisition opportunities for the Company and will update the market with any developments accordingly. The Company's investing strategy remains unchanged.
Simon Rollason
Chairman 25 September 2009
consolidated INCOME STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2009
| Six months ended 30 June 09 | Six months ended 30 June 08 | Year ended 31 Dec 08 | ||
| Unaudited | Unaudited | Audited | ||
| Note | £ | £ | £ | |
| Turnover | - | - | - | |
| Cost of sales | - | - | - | |
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| Gross profit | - | - | - | |
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| Administrative expenses | (94,945) | (25,078) | (126,356) | |
| Other income | - | - | 33,526 | |
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| Operating loss | (94,945) | (25,078) | (92,830) | |
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| Investment revenue | - | 3,252 | 4,072 | |
| Finance Costs | - | - | (182) | |
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| Loss before taxation | (94,945) | (21,826) | (88,940) | |
| Tax | - | - | - | |
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| Loss for the period | (94,945) | (21,826) | (88,940) | |
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| Comprising: | ||||
| Loss for the period from continuing operations | (94,945) | (28,119) | (95,233) | |
| Loss for the period from discontinued operations | - | 6,293 | 6,293 | |
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| (94,945) | (21,826) | (88,940) | ||
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| Attributable to: | ||||
| Equity holders of the Company | (94,945) | (21,826) | (88,940) | |
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| Loss per share | 2 | |||
| - basic and diluted (pence) | (0.01) | (0.03) | (0.02) | |
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consolidated STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2009
| Six months ended 30 June 09 | Six months ended 30 June 08 | Year ended 31 Dec 08 | ||
| Unaudited | Unaudited | Audited | ||
| £ | £ | £ | ||
| Loss for the period | (94,945) | (21,826) | (88,940) | |
| Other comprehensive income: | ||||
| Gain on closure of subsidiary company | - | - | 66,351 | |
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| Total recognised loss for the period | (94,945) | (21,826) | (22,589) | |
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consolidated BALANCE SHEET
as at 30 june 2009
| As at 30 June 09 | As at 30 June 08 | As at 31 Dec 08 | ||
| Unaudited | Unaudited | Audited | ||
| Note | £ | £ | £ | |
| ASSETS | ||||
| Non-current assets | ||||
| Investments - fair value through income statement | 3 | 465,510 | - | - |
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| 465,510 | - | - | ||
| Current assets | ||||
| Trade and other receivables | 20,076 | - | 16,390 | |
| Cash and cash equivalents | 394,045 | 3,031 | 491,421 | |
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| 414,121 | 3,031 | 507,811 | ||
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| Total Assets | 879,631 | 3,031 | 507,811 | |
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| EQUITY AND LIABILTIES | ||||
| Called-up share capital | 330,132 | 64,180 | 315,847 | |
| Share premium account | 730,970 | - | 301,327 | |
| Merger reserve | - | 66,351 | - | |
| Share option reserve | 33,441 | - | 33,441 | |
| Retained earnings | (255,813) | (160,105) | (160,869) | |
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| Total equity | 838,730 | (29,574) | 489,746 | |
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| Current liabilities | ||||
| Trade and other payables | 40,901 | 32,605 | 18,065 | |
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| Total liabilities | 40,901 | 32,605 | 18,065 | |
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| Total Equity and Liabilities | 879,631 | 3,031 | 507,811 | |
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consolidated statement of changes in equity
FOR THE SIX MONTHS ENDED 30 JUNE 2009
| Share capital | Share premium | Share Option reserve | Merger reserve | Retained Earnings | Total | |
| £ | £ | £ | £ | £ | £ | |
| Balance at 1 January 2009 | 315,847 | 301,327 | 33,441 | - | (160,868) | 489,747 |
| Total recognised loss for the period | - | - | - | - | (94,945) | (94,945) |
| Shares issued | 14,285 | 429,643 | - | - | - | 443,928 |
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| Balance at 30 June 2009 | 330,132 | 730,970 | 33,441 | - | (255,813) | 838,730 |
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| Balance at 1 January 2008 | 641,796 | 624,066 | - | 66,351 | (940,059) | 392,154 |
| Total recognised loss for the period | - | - | - | - | (21,825) | (21,825) |
| Capital reduction | (399,903) | - | - | - | - | (399,903) |
| Cancellation of share premium | - | (624,066) | - | - | 624,066 | - |
| Cancellation of deferred shares | (177,713) | - | - | - | 177,713 | - |
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| Balance at 30 June 2008 | 64,180 | - | - | 66,351 | (160,105) | (29,574) |
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| Balance at 1 January 2008 | 641,796 | 624,066 | - | 66,351 | (940,059) | 392,154 |
| Total recognised loss for the period | - | - | - | - | (22,589) | (22,589) |
| Capital reduction | (399,903) | - | - | - | - | (399,903) |
| Cancellation of share premium | - | (624,066) | - | - | 624,066 | - |
| Cancellation of deferred shares | (177,713) | - | - | - | 177,713 | - |
| On closure of subsidiary | - | - | - | (66,351) | - | (66,351) |
| Proceeds from shares issued | 251,667 | 301,327 | - | - | - | 552,994 |
| Share option reserve | - | - | 33,441 | - | - | 33,441 |
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| Balance at 31 December 2008 | 315,847 | 301,327 | 33,441 | - | (160,869) | 489,746 |
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consolidated CASH FLOW STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2009
| Six months ended 30 June 09 | Six months ended 30 June 08 | Year ended 31 Dec 08 | |
| Unaudited | Unaudited | Unaudited | |
| £ | £ | £ | |
| Cash flows from operating activities | |||
| Operating loss | (94,945) | (25,078) | (92,830) |
| Profit on disposal of subsidiary | - | - | 11,974 |
| Share based payments | - | - | 33,441 |
| (Increase)/decrease in trade and other receivables | (3,687) | 2,888 | (10,439) |
| Decrease in trade and other payables | 22,838 | (16,375) | (45,954) |
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| Net cash from operating activities | (75,794) | (38,565) | (103,808) |
| Investing activities | |||
| Finance income | - | 3,252 | 4,072 |
| Proceeds from disposal group classified as held-for-sale | - | - | 1 |
| Purchase of investments - fair value through income statement | (19,082) | - | - |
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| Net cash used in investing activities | (19,082) | (3,252) | (4,073) |
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| Financing activities | |||
| Finance costs | - | - | (182) |
| Proceeds on issue of shares | - | - | 600,000 |
| Share issue costs | (2,500) | - | (47,006) |
| Capital reduction | - | (399,903) | (399,903) |
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| Net cash generated/(used) in from financing activities | (2,500) | (399,903) | 152,909 |
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| Net increase/(decrease) in cash and cash equivalents | (97,376) | (453,216) | 53,174 |
| Cash and cash equivalents at beginning of year | 491,421 | 438,247 | 438,247 |
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| Cash and cash equivalents at end of year | 394,045 | 3,031 | 491,421 |
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NOTES TO THE INTERIM REPORT
FOR THE SIX MONTHS ENDED 30 JUNE 2009
1. Financial Information and basis of preparation
The unaudited financial information comprises the consolidated interim balance sheets as at 30 June 2009 and 30 June 2008 and the related consolidated interim statements of income, changes in equity and cash flows and related notes for six months then ended hereinafter referred to as the "financial information".
The financial information, including the comparative figures for the year ended 31 December 2008; does not constitute statutory financial statements for the purposes of Section 240 of the Companies Act 1985. A copy of the statutory financial statements for the year ended 31 December 2008, prepared in accordance with the recognition and measurement criteria of the International Financial Reporting Standards (IFRS) as adopted by the European Union, has been delivered to the Registrar of Companies and contained an unqualified auditors' report in accordance with Section 235 of the Companies Act 1985.
The interim financial information has been prepared in accordance with the recognition and measurement requirements of IFRS as endorsed by the European Union. The Directors do not consider that there are any changes to the group's accounting policies set out in the 2008 Annual Report. As permitted, the Group has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information.
The following new standard is mandatory for the first time for the financial year beginning 1 January 2009:
IAS 1(revised) Presentation of Financial Statements. The revised statement prohibits the presentation of items of income and expense (that is 'non-owner changes in equity') in the statement of changes in equity, requiring the 'non-owner changes in equity' to be presented separately from owner changes in equity. All 'non-owner changes in equity' are required to be presented in a performance statement. Entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). The Company has decided to present two statements. The interim results have been prepared under the revised disclosure requirements.
2. Loss per share
The calculation of the basic and diluted loss per share is based on the following data:
| 30 June 09 | 30 June 08 | 31 December 08 | |
| £ | £ | £ | |
| Loss after taxation | (94,945) | (21,826) | (88,940) |
| Weighted average number of shares | 1,365,922,594 | 64,179,632 | 367,353,448 |
| Loss per share (pence) | (0.01) | (0.03) | (0.02) |
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3. Investments - fair value through income statement
On 13 March 2009, the Company entered into a joint venture agreement on a group of emerald mining licences in Tanzania, Africa, with Obtala Resources Plc and Obtala's subsidiary Mindex Invest Limited. Under the terms of the option agreement the Company acquired the sole right and option to purchase an initial twelve and a half per cent beneficial interest in the licences in exchange for issuing common shares the equivalent of five per cent of the Company's share capital to Obtala (option 1), totalling 71,428,571 shares. This equity, which equated to a value of £446,428 (based on the closing price on 12 March 2009 of 0.625p per Ordinary Shares), is placed in Obtala treasury.
On 27 May 2009, the Company signed an option agreement with Javad Investments Company Limited, a private Tanzanian registered Company for two prospecting licences in Tanzania. Under the terms of the option agreement the Company acquired an initial 25% interest in both licences for a cash consideration payment of US$15,000 per licence. The Company has the sole right and option to purchase an additional sixty percent (60%) beneficial interest in the licences, within 24 month of signing the Option Agreement, in exchange for a cash payment of US$75,000 for each individual licence. The Company has a further option to purchase an additional thirteen percent (13%) beneficial interest in the licences, within 48 month of signing the Option Agreement, in exchange for either a cash payment or the issuing of common shares, or a combination of both to the equivalent of US$200,000 for each individual licence.
4. Dividends
No dividends are proposed for the six months ended 30 June 2009 (six months ended 30 June 2008 £nil: year ended 31 December 2008 £nil).
5. Distribution on interim report to shareholders
The interim report will be available for inspection by the public at the registered office of the company during normal business hours on any weekday and from the Company's website www.gemstonesofafrica.net. Further copies are available on request.
For further information contact:
Simon Rollason, Chairman Gemstones of Africa Group Plc Tel: 020 7099 1940
Simon Leathers/Stewart Dickson
Nominated Advisor & Broker Daniel Stewart & Company Tel: 020 7776 6550
