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Final Results

30 Sep 2015 07:00

RNS Number : 6374A
Ferrum Crescent Ltd
30 September 2015
 



30 September 2015

Ferrum Crescent Limited

("Ferrum Crescent", the "Company" or the "Group")

(ASX: FCR, AIM: FCR, JSE: FCR)

 

Final Results for the Year Ended 30 June 2015

 

Ferrum Crescent Limited, the ASX, AIM and JSE quoted iron ore developer in Northern South Africa, today announces its final results for the year ended 30 June 2015. These will be posted to Shareholders in due course.

 

Highlights

· Drilling campaign completed to investigate the extent of Zone D at Moonlight Deposit and provide information to inform the location of the proposed future mine

· GBP 500,000 (AU$1.03 Million) before costs raising completed in May 2015

· Ed Aylmer appointed as study manager

· BFS planning review progressed

· Memorandum of understanding entered into with South African, BEE controlled entity (Principle Monarchy Investments) for investment in Ferrum Iron Ore (Pty) Ltd, which holds the Moonlight Iron Project

· Strand Hanson Limited appointed as nominated adviser and Beaufort Securities appointed AIM broker

 

Financial Overview

· Cash at 30 June 2015 of $1,028,468 (2014: $738,345)

· Loss for year of $2,604,998 2015 2014

Earnings (2,604,998) (2,508,799)

Weighted average shares in issue 468,894,041 343,268,696

Basic profit / (loss) per share (cents) (0.50) (0.75)

Post Period

· Memorandum of understanding (MOU) with Principle Monarchy Investments (PMI) not yet legally binding, as PMI has not made payments in accordance with the MOU

· Negotiations continue with investment parties to progress Moonlight BFS

 

A pdf copy of the full Accounts is available as a link to this announcement and on the Company's website (www.ferrumcrescent.com).

 

Commenting on the final results, Managing Director Tom Revy said:

"During 2015 the Company completed a drilling programme at Moonlight to investigate the extent of Zone D at the Moonlight Deposit and provide information to inform the location of the proposed mine. Work undertaken throughout the period has also allowed us to engage in advanced development discussions with South African entities. In what was a difficult year for exploration and mining companies in the iron ore sector, Ferrum remains confident that the quality of the Moonlight Project and its importance to the local communities, Limpopo Province and strategically to the South African government's plans will result in a successful conclusion to investment negotiations in the near future."

 For further information on the Company, please visit www.ferrumcrescent.com or contact:

 

Australia enquiries:

UK enquiries:

Ferrum Crescent Limited

Tom Revy T: +61 8 9474 2995

Managing Director

 

Ferrum Crescent Limited

Laurence Read (UK representative)

T: +44 7557672432

Strand Hanson Limited (Nominated Adviser)

Rory Murphy/Matthew Chandler

T: +44 20 7409 3494

Beaufort Securities (Broker)

Elliott Hance

T: +44 20 7382 8416

 

South Africa enquiries:

Bravura Capital (Pty) Ltd (JSE Sponsor)

Doné HattinghT (direct): +27 11 459 5037

 

 

 

 

The directors accept full responsibility for the information contained in this announcement. The auditor's unqualified report is available for inspection at the Company's registered office in Australia and at the Company's office at Block B, Regent Hill Office Park, cnr Leslie & Turley Rds, Lonehill, 2062 for 28 business days from release of this announcement.

 

Extracts from the Company's Full, audited Report and Accounts are set out below:

 

Company and Project Overview

 

Introduction to the Group

 

Ferrum Crescent Limited ("Ferrum", "FCR" or the "Company") is an Australian company listed on the Australian Securities Exchange (ASX: FCR), the AIM market of the London Stock Exchange (AIM: FCR) and on the JSE Limited (JSE: FCR).

Ferrum seeks to capitalise on the future demand for high quality iron products worldwide by producing a premium material that can be used in the manufacture of steel in electric arc furnaces.

 

The Moonlight Deposit (upon which the Moonlight Iron Ore Project or "Moonlight" or the "Project" is based) is a magnetite deposit located on the farms Moonlight, Gouda Fontein and Julietta in Limpopo Province in the north of South Africa (see below) and it is the main operational focus for the Company. Iscor, which explored the Project in the 1980s and '90s, reported mineralisation, capable of producing a concentrate grading 68.7% iron. At the time, Iscor concluded that the deposit, which was described as comparable to the world's best, was easily mineable due to its low waste-to-ore ratio. The beneficiation attributes of Moonlight ore are extremely impressive, with low-intensity magnetic separation considered suitable for optimum concentration.

 

Metallurgical tests of Moonlight material, undertaken since by Ferrum, suggest that Iscor's results are conservative, that good metal recoveries can be achieved, and that the resulting concentrates have a high iron content and only negligible impurities, at grind sizes considered to be the industry standard (P80 of 75 microns).

 

Various key components of a BFS have already been concluded on the Project with significant milestones achieved to date including:

 

· Definition and reporting of an independent JORC Code (2012) compliant Mineral Resource estimate of 307.7Mt at 26.9% Fe of which the Inferred category is estimated to contain 172.1Mt at 25.3% Fe; the Indicated - 83Mt at 27.4% Fe and Measured - 52.6Mt at 31.3% Fe (May 2012)

 

· 30 year Mining Right granted

 

· Environmental licence (EIA) in place for the Moonlight Project mining area (approved 4 April 2013)

 

· Metallurgical test work indicates high quality pellets in excess of 69% iron and low deleterious elements possible

 

The Company is now seeking to progress with final stage BFS work such as engineering design, connection to local infrastructure and permitting for the pelletising operation.

 

Moonlight has already had significant amounts of metallurgical process work undertaken on it and determining the optimum process represents a critical path for the whole Project. As a potential producer of a high-grade iron ore product, the final assessment of Moonlight's capability to operate and process ore at an industrial scale is all important.

 

Metallurgists continue to work closely with geologists to identify key areas for representative sample selection for advanced metallurgical testing including a pilot test work programme. Immediate test work will focus on financially optimising grind size vs iron recovery.

 

Future work will also focus on optimising the pelletising process including an assessment of temperature profiling and treatment times.

 

Work to date on mine planning has been based on a contract mining model for site development, overburden removal and general open pit mining activities. A low stripping ratio is expected: 1:1.5 during the early years of operations (relatively shallow dips with occurrence of up to 4 magnetite-bearing zones).

 

Feasibility requirements that still need to be completed include:

· geotechnical drilling, mine design, mine reserve estimation based on certain cut-off estimates and economic criteria and final estimate of mining costs from an adjudicated tender process for a contract mining will be concluded;

· finalising pipeline route for environmental impact study completion;

· optimising pipeline design and costing (finalising rheology / density and particle size distribution)

· finalising negotiations with Eskom (power) for capital costs and tariffs once mining/process demand/schedules are finalised for the anticipated 110-120MW needed; and

· finalising negotiations with Transnet (rail and port) for planning and costing loading / unloading facilities, wagon and locomotive requirements and port handling and storage costs and Transnet reviewing Project infrastructure needs as part of feasibility component and finalising commercial arrangements, as well as securing an area and connection at the port (Richards Bay).

 

Moonlight Project Concept

 

Recognising that adding value within the country is a strategic preference for all mining operations within South Africa, Ferrum has consistently planned for beneficiation and other value-adding processes to take place within the country. Project concepts have previously included the production of pig iron at or near the Moonlight site. However, the Company now believes that the most sustainable development concept for the Project is likely to involve mining at site and the production of an iron ore concentrate for transportation via a slurry pipeline to a manufacturing facility near the Thabazimbi railhead. High quality iron ore pellets (which would be a mixture of DR grade pellets suitable for use in electric arc steel furnaces, and blast furnace pellets) would then be transported by rail to local users and to a suitable port facility for export internationally.

 

Several pelletiser sites and rail and port combinations have been considered, and the Company has continued to seek confirmation from infrastructure providers (including rail, port and power suppliers) of an allocation of future capacity for the Company. During the 2012 financial year, the South African Government announced that significant capital would be applied in upgrading the rail and port facilities that service the Waterberg Region, which is close to where the Moonlight Deposit is situated. These planned upgrades are strategically necessary to unlock the value of the Waterberg Region, where the country's most significant remaining coal reserves are situated. Accordingly, rail, power, water and port facilities are all being upgraded as a matter of national priority.

 

Proposed Rail Upgrades to Waterberg Coal Sources

 

The figure below contains a map showing the planned upgrades to the rail infrastructure that is considered to be the most likely to be used for the Moonlight Project. The pelletising facility would be situated near rail at Thabazimbi, and export product would be railed to Richards Bay and shipped to customers in the Middle East and elsewhere.

 

 

http://www.rns-pdf.londonstockexchange.com/rns/6374A_1-2015-9-29.pdf 

Figure showing Proposed Rail Upgrades to Waterberg Coal Sources

 

The above figure contains a map showing the planned upgrades to the rail infrastructure that is considered to be the most likely to be used for the Moonlight Project. The pelletising facility would be situated near rail at Thabazimbi, and export product would be railed to Richards Bay and shipped to customers in the Middle East and elsewhere.

 

The Company in June 2011 entered into an offtake agreement with Swiss based Duferco SA, a leading private company in the trading, mining, and end use of iron and steel products and raw materials for the steel industry. Following due diligence on the mineral assets of the Company, Duferco concluded that the Group should be able to produce direct reduction and/or blast furnace pellets equal to or better than current world best product.

 

The offtake agreement with Duferco SA covers up to 6 Mpta of anticipated iron ore pellet production from Ferrum Crescent's Moonlight Project. Under the agreement, Ferrum Crescent will sell Duferco all of their production available for export (in total 4.5 Mpta) and will give Duferco a first right of refusal over an additional 1.5 Mpta per year to the extent that the product is not sold domestically, thus allowing Ferrum Crescent to follow a growth strategy at its South African projects.

 

 

Environmental

 

EIAs are currently being prepared for the other areas of the Project including the pellet plant site and pipeline route. It should be emphasised that environmental approvals are in place for all mining activities.

 

 

Geology and Mineral Resources

 

The Mineral Resources are currently located entirely on the farm Moonlight 111LR, with significant potential to expand the resource base within the Project area once all current work is financed and complete.

 

Mineral Corporation Consultancy Pty Ltd ("The Mineral Corporation") undertook the update of the Mineral Resource estimate, which was previously stated in terms of JORC (2004). The Mineral Corporation updated all of the assumptions used in determining the previous estimate, with respect to the requirements of JORC (2012). It determined that the Mineral Resource classification criteria imposed in the previous estimate were still valid. Furthermore, the additional reporting requirements contained in JORC (2012) have been complied with in the updated Mineral Resource estimate report.

 

http://www.rns-pdf.londonstockexchange.com/rns/6374A_-2015-9-29.pdf 

Figure of Moonlight Deposit Geological Plan

 

A summary of the information related to the updated Mineral Resource estimate prepared by The Mineral Corporation is provided below (in accordance with the ASX Listing Rules, Section 5.8.1):

 

Magnetite mineralisation has been identified in five mineralised zones within Mount Dowe Group rocks in the Central Zone of the Limpopo Mobile Belt. The mineralised zones are interpreted to have been tightly-folded, parallel to the east-northeast to west-southwest orientation of the Limpopo Mobile Belt.

 

Iron concentrations within the magnetite mineralised zones are interpreted to be parallel with the contacts with the host rocks, and zones of unmineralised material are also found within the mineralised zones.

 

The Project has been explored in the past by Kumba Iron Ore Limited (KIOL) and more recently by Ferrum Crescent. Drilling data from KIOL and three phases of Ferrum Crescent exploration inform the estimate. The drilling comprised open-hole percussion, reverse circulation (RC) percussion and diamond core drilling and was all drilled in a vertical orientation.

 

Limited information on the drilling, sampling, sub-sampling or assaying for the historic KIOL data is known, but the RC and diamond drilling portions of the KIOL data have been accepted for the Mineral Resource estimate on the basis of successful borehole twinning analysis, by Ferrum Crescent.

 

During the Ferrum Crescent exploration, industry standard diamond drilling and RC drilling techniques were used to generate sampling information. Representivity was ensured by appropriate sub-sampling protocols. RC samples (1m-2m) were riffle split on site and diamond core samples were halved with a diamond saw. The Ferrum Crescent drilling, sampling and sub-sampling protocols are considered acceptable for the style of mineralisation.

 

A total of 122 RC holes and 89 diamond core holes were employed in the Mineral Resource estimate.

 

For the Ferrum Crescent samples, primary samples and analytical quality assurance and control samples were submitted to Genalysis Laboratory Services (Johannesburg) for analysis by X-Ray Fluorescence techniques, by Intertek Utama Services (Jakarta).The analytical protocols are considered acceptable for the style of mineralisation at the Project.

 

Samples within each mineralised zone were composited parallel to the dip of the mineralised zone and variograms were calculated and modelled to assess grade continuity. Vertical grade continuity was assessed by downhole variograms. Variogram ranges of between 150m and 250m were obtained in the plane of the mineralised zones and between 7m and 30m in the vertical direction. Grade estimation was by means of Ordinary Kriging, using search parameters aligned with the mineralised zones, into blocks of 50m x 50m x 5m

 

The drill spacing, surface mapping, structural interpretation, variography and kriging error estimates informed the Mineral Resource classification, which included Inferred, Indicated and Measured Mineral Resources. In areas of well-defined geological structure and modest grade variability, a 100m x 100m drill spacing grid was deemed sufficient for Measured Mineral Resources and the deemed maximum spacing for Inferred Mineral Resources is approximately 300m x 300m. Indicated Mineral Resources are informed by a drill spacing of approximately 200m x 200m.

 

A block cut-off grade of 16% Fe was selected, based on an Fe concentration which falls between the Fe concentration of the mineralised and unmineralised zones. As the contacts between these zones are generally sharp, the estimate is not sensitive to cut off grade. A geological loss of 5% was applied.

 

The Mineral Corporation has considered the reasonable prospects for eventual economic extraction of the deposit. This was performed by estimating a maximum stripping ratio which would still provide an acceptable economic return, under a set of benchmarked operating cost and price assumptions. These resulted in a maximum stripping ratio of 3:1 (waste tonne : mineralised tonne). Applying a depth constraint of between 100m and 250m from surface, (depending upon the dip and the number of mineralised zones present), ensured that all mineralisation included in the Mineral Resource estimate is within this maximum stripping ratio criterion.

 

The Mineral Resource estimate is provided in the table below in accordance with JORC (2012) and Section 5.8.2 of the ASX Listing Rules..

 

 

 

Category

Mineral Resource Gross

Mineral Resource Net (attributable to Ferrum Crescent at 97%)

Mineral Resource Grade

Tonne (Mt)*

Contained Fe (Mt)*

Tonne (Mt)*

Contained Fe (Mt)*

Fe (%)

SiO2 (%)

Al2O3 (%)

Inferred

172.1

43.5

166.9

42.2

25.3

51.2

4.8

Indicated

83.0

22.7

80.5

22.1

27.4

50.1

4.0

Measured

52.6

16.5

51.0

16.0

31.3

47.3

2.5

Total

307.7

82.8

298.5

80.3

26.9

50.3

4.2

\* Tonnes are rounded

 

Valuation

 

As at 30 April 2014, The Mineral Corporation prepared an independent valuation for the Project. This independent valuation can be viewed by accessing the following link and going to the disclosures for July 2014: http://www.ferrumcrescent.com/irm/archive/asx-announcements.aspx?RID=8

 

 

Recent Drilling

 

During the reporting period, the Company completed a drilling programme that was designed to investigate the extent of Zone D and provide information to inform the location of the proposed future mine. Its purpose was also to identify if, and the areas where, bulk sampling for the requisite levels of metallurgical testwork should take place during the next stage of the Moonlight BFS.

 

The drill programme comprised 10 reverse circulation drill holes (for a cumulative total of 1,396m) and was completed in Q1 2015 ahead of time and below budget. All holes intersected mineralised magnetic zones across various depths.

 

The Zone D drilling confirmed comparable grades to those previously identified within the Inferred Resource, and consequently enabled the Company to finalise its plans for the BFS with respect to the location and design of the proposed open pit mine for the first 10 years of the mine's life, within primary Zones A, B and C, due to shallower intersections, higher grades and better stripping economics. A new zone of mineralisation, Zone E, was also identified representing future exploration potential.

 

Further infill drilling is required to establish a JORC (2012) Ore Reserve and for advanced beneficiation work to be undertaken as part of the direct reduction iron (DRI) plant design process. The success of such infill drilling will also determine whether bulk sampling is necessary to complete the full mine design and plant costings.

 

Following the future completion of all mine plan, plant design and processing assessments, the final stage of the BFS can then be progressed, utilising the stand-alone project economics to establish optimal infrastructure agreements with the relevant local government agencies.

 

Infrastructure

 

Encouraging planning discussions relating to future rail, power, ports and water supply between the Company, Transnet and other South African infrastructure suppliers have continued during the reporting period. Further to such discussions and a desk top analysis of increasing rail capacity within the Limpopo region, the Company has commissioned a full market study of South African steel manufacturing. The Company continues to believe that there is a significant opportunity to vend Moonlight's potential high-grade end product to domestic steel users, thereby potentially obviating the need to ship pellets through Richards Bay.

 

Community

 

A baseline socio-economic impact study of the areas occupied by both the Ga-Seleka and Ga-Shongoane communities situated within a 50km radius of the mining right area is well advanced.

 

Monthly meetings are held with the Royal Council and Traditional Council of both communities as well as updating the Lephalale Municipality on findings and proposed initiatives. Once the study is included an announcement will be made on findings relating to current local skills identification, future employment terms and training needs.

 

 

Project Schedule

 

The following sets out the schedule and significant factors with respect thereto for Moonlight:

· Feasibility study can be completed within 18 months work-time;

· 30 to 36 month construction period expected;

· Schedule coincides with Government infrastructure development plans; and

· Completion of the feasibility is expected to cost approximately A$10 -13m.

 

Corporate

 

On 6 November 2014 the Company announced the successful completion of a partially underwritten non-renounceable rights issue to raise AUD1.03 million before expenses. The additional funds were raised to progress the work-streams required to complete key components of the BFS and satisfy corporate overheads whilst seeking to attract and secure new BEE and other cornerstone investors. In May 2015 the Company conducted a private placing to raise approximately a further AUD0.97 million (before expenses) from sophisticated investors in London to, inter alia, augment its working capital.

 

Mr Ted Droste and Mr Kofi Morna resigned as non-executive directors with effect from 31 December 2014 to pursue their other business interests and the Board appreciates their contribution to the Group's development.

 

Mr Ed Aylmer was appointed as BFS Study Manager on 22 October 2014, based in Johannesburg, South Africa. Mr Alymer has more than 30 years' experience in the mining and mineral processing industries and has acted as senior study manager for project developments on behalf of Severstal, Vendanta, Goldfields and Ivanplats.

 

On 14 March 2015, the Company terminated the pre-existing investment agreement with Anvwar Asian Investments ("AAI") as a result of AAI's breach of a material term of the agreement.

 

During the reporting period, the Company entered into agreements with Hume Capital Securities plc and Beaufort Securities Limited for their services as the Company's retained AIM broker. Beaufort Securities Limited assumed the role of sole AIM broker on 23 March 2015. In addition, the Company appointed Strand Hanson Limited as its financial and nominated adviser on 2 March 2015 and 29 May 2015 respectively. The Company granted, in aggregate, 10 million options to the aforementioned professional advisers pursuant to their respective agreements. On the date of grant, the options had an exercise period of three years and an exercise price of GBP0.0075 (as to 4 million options) and GBP0.02 (as to 6 million options). Bravura Capital (Pty) Limited was also appointed as the Company's JSE Sponsor with effect from 19 January 2015.

 

In May 2015, the Company entered into a Memorandum of Understanding ("MOU") with Principle Monarchy Investments (Proprietary) Limited ("PMI"), whereby PMI would pay R142m (US$12m) to acquire up to 39% of Ferrum Iron Ore (Proprietary) Limited ("FIO"). The incoming funds would be used by FIO towards financing of the BFS costs for the Moonlight Project. In return for an investment of US$12m, to be paid across three tranches, PMI would receive a total of 39% of FIO's equity.

 

As at the date of this announcement, the first payment due under the terms of the MOU has yet to be received such that the MOU is not legally binding at this point.

 

Furthermore, the Company is at the date of this announcement at an advanced stage in relation to an alternative BFS financing arrangement with another group.

 

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 30 June 2015

2015

2014

Note

$

$

Revenue from continuing operations

Revenue

3(a)

23,753

35,844

Administration expenses

3(b)

 (1,478,102)

 (1,595,092)

Occupancy expenses

(66,218)

(58,191)

Exploration expenditure

(456,595)

(419,216)

Profit / (loss) on re-measurement of financial liability/asset

239,390

(304,660)

Foreign exchange loss

(176,532)

(29,345)

Share based payments

20

(90,851)

(194,938)

Impairment of Minority Interest Obligation

(447,765)

-

Reclassification of net changes in fair value of available for sale investments

137,597

-

Loss before taxation

(1,315,323)

(2,565,598)

Income tax benefit / (expense)

5

(30,537)

15,816

Loss for the year

(2,345,860)

(2,549,782)

 

Other comprehensive income

 

Other comprehensive income to be recycled through profit and loss

Net exchange gain / (loss) on translation of foreign operation

(180,614)

4,098

Net fair value gains on available-for-sale investment

28,536

51,251

Income tax effect

(7,990)

(14,352)

Reclassification of net changes in fair value relating to the disposal of available for sale investments

(137,597)

-

Income tax effect

38,527

-

Other comprehensive income for the year, net of tax

(259,138)

41,003

Total comprehensive loss for the year

(2,604,998)

(2,508,779)

Net loss for the year attributable to:

Equity holders of the Parent

(2,345,860)

(2,549,782)

(2,345,860)

(2,549,782)

Total comprehensive loss for the period attributable to:

Equity holders of the Parent

(2,604,998)

(2,508,779)

(2,604,998)

(2,508,779)

Loss per share

Cents per share

Cents per share

 

Basic loss for the year attributable to ordinary equity holders of the Parent

7

(0.50)

(0.75)

 

Diluted loss for the year attributable to ordinary equity holders of the Parent

7

(0.50)

(0.75)

Consolidated Statement of Financial Position

As at 30 June 2015

 

2015

2014

Note

$

$

Assets

Current assets

Cash and short term deposits

8

1,028,468

738,345

Trade and other receivables

9

21,928

34,210

Other current financial assets

11

34,325

240,517

Prepayments

76,983

54,408

Total current assets

1,161,704

1,067,480

Non-current assets

Plant and equipment

10

29,645

46,981

Non-current financial assets

11

187,048

772,429

Total non-current assets

216,693

819,410

Total assets

1,378,397

1,886,890

Liabilities and equity

Current liabilities

Trade and other payables

12

168,713

322,582

Payments received in advance

14

629,325

-

Loans and borrowings

13

-

515,999

Provisions

15

54,837

95,883

Total current liabilities

852,875

934,464

Total liabilities

852,875

934,464

Equity

Contributed equity

16

31,542,093

29,333,702

Accumulated losses

19

(22,850,764)

(20,504,904)

Reserves

18

(8,165,807)

(7,876,372)

 

Equity attributable to equity holders of the Parent

525,522

952,426

Non-controlling Interest

-

-

Total equity

525,522

952,426

Total equity and liabilities

1,378,397

1,886,890

 

 

 

This Statement of Financial Position is to be read in conjunction with the accompanying notes.

Consolidated Statement of Cash Flows

For the year ended 30 June 2015

 

2015

2014

Note

$

$

Cash flows from operating activities

Interest received

10,635

19,918

Income from available for sale investment

13,118

15,926

Exploration and evaluation expenditure

(458,777)

(415,352)

Payments to suppliers and employees

(2,140,761)

(1,366,830)

Net cash flows used in operating activities

24

(2,575,785)

(1,746,338)

Investing activities

Payments for plant and equipment

456

1,872

Purchase of available-for-sale financial assets

(154,110)

-

Sale of available-for-sale financial assets

937,688

-

Sale / (purchase) of available-for-sale financial assets

-

(89,355)

Proceeds from disposal of available-for-sale financial assets

99,070

52,721

Net cash flows from / (used in) investing activities

883,104

(34,762)

Financing activities

Proceeds from issue of shares

2,233,415

1,588,459

Proceeds from receipt of initial deposit from Third Party Investor

13

-

515,999

Transaction costs on issue of shares

(269,780)

(111,234)

Net cash flows from financing activities

1,963,635

1,993,224

Net increase in cash and cash equivalents held

270,954

212,124

Net foreign exchange difference

19,169

(22,044)

Cash and cash equivalents at 1 July

738,345

548,265

Cash and cash equivalents at 30 June

8

1,028,468

738,345

 

 

 

 

The above Statement of Cash Flows should be read in conjunction with the accompanying notes.

 

 

 

 

Consolidated Statement of Changes in Equity

For the year ended 30 June 2015

Attributable to the equity holders of the Parent

 

 

Issued capital

 

$

 

 

Accumulated

losses

$

Employee share incentive reserve

$

 

 

Option reserve

$

 

Foreign exchange reserve

$

 

Available for sale reserve

$

 

 

Equity reserve

$

 

 

Total equity

$

At 1 July 2013

27,856,478

(17,939,306)

513,702

1,404,425

130,462

27,273

(10,126,072)

1,866,962

Loss for the period

-

(2,565,598)

-

-

-

-

-

(2,565,598)

Other Comprehensive Income (net of tax)

-

-

-

-

4,098

51,251

-

55,349

Total comprehensive loss (net of tax)

-

(2,565,598)

-

-

4,098

51,251

-

(2,510,249)

Transactions with owners in their capacity as owners:

Shares issued during the year net of transaction costs

1,400,775

-

-

-

-

-

-

1,400,775

Shares issued to KMPs under the Salary Sacrifice Scheme

76,449

-

(76,449)

-

-

-

-

-

Options issued under Employee Option Plan

-

-

-

23,856

-

-

-

23,856

Share based payments

-

-

171,082

-

-

-

-

171,082

At 1 July 2014

29,333,702

(20,504,904)

608,335

1,428,281

134,560

78,524

(10,126,072)

952,426

Loss for the period

-

(2,345,860)

-

-

-

-

-

(2,345,860)

Other Comprehensive Income (net of tax)

-

-

-

-

(180,614)

(78,524)

-

(259,138)

Total comprehensive loss (net of tax)

-

(2,345,860)

-

-

(180,614)

(78,524)

-

(2,604,998)

Transactions with owners in their capacity as owners:

Shares issued during the year net of transaction costs

2,037,244

-

-

-

-

-

-

2,037,244

Shares issued to market previously on the Employee Share Incentive Plan

-

-

54,389

-

-

-

-

54,389

Directors and KMP salary sacrifice for shares issued

171,147

-

(171,147)

-

-

-

-

-

Options issued to Consultants and Brokers

-

-

-

42,300

-

-

-

42,300

Options issued under Employee Option Plan

-

-

-

44,161

-

-

-

44,161

At 30 June 2015

31,542,093

(22,850,764)

491,577

1,514,742

(46,054)

-

(10,126,072)

525,522

 

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.

 

Notes to the consolidated financial statements

For the year ended 30 June 2015

 

Selected notes from the full annual report for period end 30 June 2015

 

 

Note 1: Corporate information

 

The consolidated financial statements of Ferrum Crescent Limited and its subsidiaries (collectively, the Group) for the year ended 30 June 2015 were authorised for issue in accordance with a resolution of directors on 09 September 2015.

 

Ferrum Crescent Limited, the parent, is a for profit company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Stock Exchange (ASX), the London Stock Exchange (AIM) and the JSE Limited (JSE).

 

Domicile:

Australia

 

Registered Office:

'G South Mill Centre' Suite 6, 9 Bowman Street, South Perth, WA, 6151

 

 

Note 2: Summary of significant accounting policies

 

(a) Basis of preparation

 

The Financial Report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and Interpretations and complies with other requirements of the law.

 

The accounting policies detailed below have been consistently applied to all of the years presented unless otherwise stated. The financial statements are for the consolidated entity consisting of Ferrum Crescent Limited and its subsidiaries.

 

The Financial Report has also been prepared on a historical cost basis, except for the forward subscription agreement and the available-for-sale (AFS) investments which have been measured at fair value.

 

All amounts are presented in Australian dollars, unless otherwise noted.

 

(b) Statement of compliance

 

The Financial Report complies with Australian Accounting Standards, as issued by the Australian Accounting Standards Board, and complies with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board.

 

 

(c) Adoption of new and revised standards

Ferrum Crescent Limited and its subsidiaries ('the Group') has adopted all new and amended Australian Standards and Interpretations mandatory for reporting periods beginning on or after 1 July 2014, including:

 

· AASB 2012-3 Amendments to Australian Accounting Standards - Disclosures - Offsetting Financial Assets and Financial Liabilities

 

· Interpretation 21 Levies

 

· AASB 2013-3 Amendments to AASB 136 - Recoverable Amount Disclosures for Non-Financial Assets

 

· AASB 1031 Materiality

 

· AASB 2013 - 9 Amendments to Australian Accounting Standards - Conceptual Framework, Materiality and Financial Instruments

 

 

 

Note 2: Summary of significant accounting policies (continued)

 

(c) Adoption of new and revised standards (continued)

 

· AASB 2014-1 Part A - Annual Improvements 2010-2012 Cycle Amendments to Australian Accounting Standards - Part A Annual Improvements to IFRSs 2010- 2012 Cycle

 

· AASB 2014-1 Part A - Annual Improvements 2011-2013 Cycle Amendments to Australian Accounting Standards - Part A Annual Improvements to IFRSs 2011- 2013 Cycle

 

The adoption of these standards and interpretations did not have any material effect on the financial position or performance of the Group.

 

 

(g) Going concern

 

The Annual Report has been prepared on a going concern basis and this basis is predicated on a number of initiatives being undertaken by the Group with respect to ongoing cost reductions and funding as set out below.

The Group incurred an operating loss after income tax of $1,898,095 for the year ended 30 June 2015 (2014: $2,549,782). In addition, the Group has net current assets of $756,594 as at 30 June 2015 (2014: $133,016), which includes the forward subscription agreement, and shareholders' equity of $973,287 (2014: $952,426).

 

The Group's forecast cash flow requirements for the 15 months ending 30 September 2016 reflect cash outflows from operating and investing activities, which take into account a combination of committed and uncommitted but currently planned expenditure. The Group has prepared two different forecasts.

 

The first depends upon whether the BFS continues as planned with PMI or another new investor contributing towards the BFS expenses. This forecast shows sufficient cash will be available up to the end of September 2016 and beyond.

 

The second is for a scaled down operation whilst the Group waits for another funding opportunity. This indicates that the Group will need to raise additional working capital during the 2016 financial year to enable it to settle its liabilities as and when they fall due and continue to meet its incurred, committed and currently planned expenditure.

 

The Annual report has been compiled on a going concern basis. In arriving at this position the Directors are satisfied that the Group will have access to sufficient cash as and when required to enable it to fund administrative and other committed expenditure. The Directors are satisfied that they will be able to raise additional funds by either selling existing assets, through implementation of strategic joint ventures or via a form of debt and/or equity raising. In addition, the Directors have embarked on a strategy to reduce costs.

 

 

Note 3: Revenue and expenses

 

Revenue and expenses from continuing operations

 

2015

2014

Note

$

$

(a) Revenue

Finance revenue:

Interest received

23,753

35,844

(b) Profit and loss

Other expenses include the following:

Depreciation

18,580

23,058

Gain on disposal of plant and equipment

-

180

Consulting services

238,053

221,719

Employment related

- Directors fees

404,228

327,471

- Wages

171,623

228,230

- Superannuation

41,595

17,258

Corporate

271,287

256,851

Travel

62,691

122,130

Other

270,045

398,195

1,478,102

1,595,092

 

Note 7: Earnings per share

2015

2014

$

$

Basic loss per share (cents per share)

(0.50)

(0.75)

Diluted loss per share (cents per share)

(0.50)

(0.75)

 

Loss used in calculating basic loss per share

(2,345,860)

(2,549,782)

Adjustments to basic loss used to calculate dilutive loss per share

-

-

 

Loss used in calculating dilutive loss per share

(2,345,860)

(2,549,782)

Number

Number

Weighted average number of ordinary shares used in the calculation of basic loss per share

468,894,041

343,268,696

Weighted average number of ordinary shares used in the calculation of diluted loss per share

468,894,041

343,268,696

 

There have been no transactions involving ordinary shares or potential shares that would significantly change the number of ordinary shares or potential ordinary shares outstanding between the reporting date and the date of completion of these financial statements.

 

 

Note 1 - 13,000,000 share options outstanding at 30 June 2015 (30 June 2014: 3,400,000) have not been included in the calculation of dilutive earnings per share as these are anti-dilutive.

 

Note 2 - 29,954,525 potential shares to be issued under the subscription agreement (note 11) have not been included in the calculation of dilutive earnings per share as these are anti-dilutive.

 

Note 23: Related party transactions

 

Compensation of Key Management Personnel

 

2015

2014

$

$

Short-term employee benefits

828,463

838,334

Post-employment benefits

37,539

14,287

Share based payments

85,675

194,937

Termination benefits

-

2,715

951,678

1,050,273

 

Transactions between related parties are on normal commercial terms and conditions and no more favourable than those available to other parties unless otherwise stated.

 

Subsidiaries

 

The consolidated financial statements include the financial statements of Ferrum Crescent Limited and the subsidiaries listed in the following table.

 

% Beneficial Equity Interest

Name

Country of Incorporation

2015

2014

Ferrum Metals Pty Ltd

Australia

100

100

Batavia Ltd

Mauritius

100

100

Ferrum South Africa (Pty) Ltd ("FIO")

South Africa

100

100

Ferrum Iron Ore (Pty) Ltd

South Africa

100

100

Mkhombi Investments (Pty) Ltd ("MI")

South Africa

100

100

 

Ferrum Crescent Limited is the ultimate Australian parent entity and the ultimate parent of the Group. Transactions between Ferrum Crescent Limited and its controlled entities during the year consisted of loan advances by Ferrum Crescent Limited. All intergroup transactions and balances are eliminated on consolidation.

 

The Baphuting Bo Seleka Community Trust ("Trust") has a 3% indirect interest in FIO, the project Company, via its investment in MI. Until such time as FIO commences mining no expenses or investments have been carried over to the Trust.

.

In May 2015, the Company entered into a Memorandum of Understanding ("MOU") with Principle Monarchy Investments (Proprietary) Limited ("PMI"), whereby PMI will pay R142m (US$12m) to acquire up to 39% of Ferrum Iron Ore (Proprietary) Limited ("FIO"). The incoming funds will be used by FIO towards financing of the BFS costs for the Moonlight Project. In return for an investment of US$12m, to be paid across three tranches, PMI will receive a total of 39% of FIO's equity.

 

As at the date of this report, the first payment due under the terms of the MOU had yet to be received such that the MOU was not legally binding at that point.

 

Furthermore, the Company is at the date of this report at an advanced stage in relation to an alternative BFS financing arrangement with another group.

 

Loans to / (from) related parties

 

The following transactions were undertaken between the Company, executive officers and director-related entities during 2014 and 2015.

2015

2014

$

$

Consulting secretarial fees were paid or accrued to Athlone International Consultants Pty Ltd, a company with which Andrew Nealon is associated

-

50,007

Consulting fees were paid or accrued to Camcove Pty Ltd, a company of which Robert Hair is a director and shareholder

60,000

151,000

Consulting fees were paid to T.C. Droste Investments Pty Ltd, a company of which Ted Droste is a director and shareholder

-

34,313

 

 

Note 24: Cash flow information

 

2015

2014

$

$

Reconciliation of cash flow from operations with loss from ordinary activities after income tax

Loss from ordinary activities after income tax

(1,898,095)

(2,565,598)

Depreciation

18,580

23,058

Loss / (profit) on sale of plant and equipment

-

180

Profit on sale of available for sale financial assets

(107,060)

-

Loss / (profit) on remeasurement of financial liability

(239,390)

304,660

Share based payment compensation

98,773

23,856

Net foreign exchange differences

(54,155)

122,173

 

Changes in assets and liabilities

(Increase) / decrease in receivables

(174,766)

235,095

(Increase) / decrease in other operating assets

(24,758)

1,006

Increase / (decrease) in payables and provisions

(194,914)

109,233

Cash flows used in operations

(2,575,785)

(1,746,338)

 

 

Note 27: Subsequent events

 

In May 2015, the Company entered into a Memorandum of Understanding ("MOU") with Principle Monarchy Investments (Proprietary) Limited ("PMI"), whereby PMI will pay R142m (US$12m) to acquire up to 39% of Ferrum Iron Ore (Proprietary) Limited ("FIO"). The incoming funds will be used by FIO towards financing of the BFS costs for the Moonlight Project. In return for an investment of US$12m, to be paid across three tranches, PMI will receive a total of 39% of FIO's equity.

 

As at the date of this report, the first payment due under the terms of the MOU had yet to be received such that the MOU was not legally binding at that point.

 

Furthermore, the Company is at the date of this report at an advanced stage in relation to an alternative BFS financing arrangement with another group.   

 

 

 

ASX Requirements

 

Distribution schedules of shareholders and statements of voting rights are set out in Table 1, whilst the Company's top twenty shareholders are shown in Table 2. Substantial shareholder notices that have been received by the Company are set out in Table 3 and the tenement schedule as at 30 June 2015 is set out in Table 4.

 

Table 1

Shareholder spread

 

Ordinary shares, with right to attend meetings and vote personally or by proxy, through show of hands and, if required, by ballot (one vote for each share held)

1-1,000

56

 

1,001-5,000

71

 

5,001-10,000

101

 

10,001-100,000

254

 

100,001 - and over

267

 

 

Total holders of ordinary shares

Total number of ordinary shares

749

618,787,353

 

Options, with no right to attend meetings or vote personally or by proxy

1-1,000

-

 

1,001-5,000

-

 

5,001-10,000

-

 

10,001-100,000

-

 

100,001 - and over

7

 

 

Total holders of options

Total number of options

7

13,000,000

 

 

 

Table 2

Top twenty shareholders

 

Shareholder

Number of shares

Percentage

 

Grassroots Exploration Pty Ltd

77,505,870

14,93%

Barclayshare Nominees Limited

74,606,093

12.06%

Rathbone Nominees Limited

31,340,486

5.06%

TD Direct Investing Nominees (Europe) Limited

27,687,074

4.47%

Mr Edward Francis Nealon

26,741,557

4.32%

Mkhombi Amamato (Proprietary) Ltd

25,281,620

 4.09%

Citicorp Nominees Pty Limited

18,780,283

3.04%

SVS Nominees Limited

18,034,150

2.91%

WB Nominees Limited

14,066,623

2.27%

HSDL Nominees Limited

12,672,111

2.05%

Peel Hunt Holdings Limited

11,788,445

1.96%

National Nominees Limited

11,472,440

 1.85%

Hargreaves Lansdown (Nominees) Limited

10,872,256

 1.76%

SVS Securities (Nominees) Isa Limited

9,230,950

 1.50%

Hargreaves Lansdown (Nominees) Limited

8,472,397

 1.37%

Sunshore Holdings Pty Ltd

8,034,361

1.30%

HSBC Client Holdings Nominee (UK) Limited

6,444,820

 1.04%

Pershing Nominees Limited

5,250,757

 0.85%

HSBC Marking Name Nominee (UK) Limited

5,225,000

0.80%

 

 

Table 3

Substantial shareholders

 

Shareholder

Number of shares

Percentage

1. Grassroots Exploration Pty Ltd

77,505,870

14.93%

2. Barclayshare Nominees Ltd

74,606,093

12.06%

3. Rathbone Nominees Limited

31,340,486

5.06%

 

Voting Rights

 

The voting rights attached to each class of equity securities are set out below:

 

(a) Ordinary shares

 

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

 

 

Table 4

 

Tenement schedule as at 30 June 2015:

 

Project

Tenement Number

Tenement Status

Holder

Percentage Interest

Moonlight

30/5/1/2/2/201 MR

Mining Right Granted

Ferrum Iron Ore (Pty) Ltd

97%

Moonlight

 

LP30/6/1/1/2/11868PR

Prospecting Application

Ferrum Iron Ore (Pty) Ltd

97%

JSE Limited Requirements

 

Headline earnings reconciliation

2015

2014

 

$

$

 

 

Loss attributable to ordinary equity holders of the parent entity

(2,345,860)

(2,549,782)

 

 

 

Add back IAS 16 loss on the disposal of plant and equipment

-

180

 

 

Less profit on sale of available for sale investments

(137,597)

-

 

Total tax effects of adjustments

38,527

-

Headline loss

2,444,930)

(2,549,602)

Basic loss per share

(2,345,860)

(2,549,782)

Weighted average shares in issue

468,894,041

343,268,696

Basic loss per share (cents)

(0.50)

(0.75)

Headline loss

(2,444,930)

(2,549,602)

Weighted average shares in issue

468,894,041

343,268,696

Headline loss per share (cents)

(0.52)

(0.75)

 

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