FOX.L Regulatory News (FOX)

Fox Marble Holdings plc

 ("Fox Marble" or the "Company")

Preliminary Results for the year ended 31 December 2012

Fox Marble, the AIM listed company focused on marble quarrying in Kosovo, announces its results for the year ended 31 December 2012.

Fox Marble Holdings plc is a marble company focused on the extraction and processing of dimensional stone from quarries in Kosovo. Established in 2011, Fox Marble has acquired rights over 300 million cubic metres of a range of premium quality marble.

Fox Marble is the first UK quoted company investing and operating solely in Kosovo, and the first to be producing and marketing high quality marble from the region.

Fox Marble's long term aim is to expand its portfolio of quarries and production capacity and to create a premium marble brand through which Kosovo is established as a major centre of marble production.

Highlights

Year to 31 December 2012:

·; IPO on London Stock Exchange's AIM market completed in August 2012 raising gross proceeds £9.65m

·; Operating loss for the year to 31 December 2012 of €1.23m (317 day period to 31 December 2011: €1.16m)

·; Net cash position at 31 December 2012 of €7.14m (As at 31 December 2011: €0.69m)

·; Net loss of €7.44m including a one off non-cash accounting charge of €6.04m relating to the conversion of pre-IPO loan notes (317 day period to 31 December 2011: €1.27m)

·; Detailed quarry development plans completed

·; Quarry machinery sourced and delivered to site

·; First quarry opened in Cervenilla in Rahovec in November 2012 and blocks extracted and sent to Italy for processing

Post year end:

·; Agreement signed to exploit new quarry site at Drini

·; Two further quarry sites opened at Verrezat in February 2013 and Peja in March 2013

·; First cut and polished samples from Cervenilla produced and tested

·; Processing plant progressing - the site has been sourced and permits and consents are being finalised

Andrew Allner, Non-Executive Chairman, said "Following the fundraising of £9.65 million the Company has made good progress. Our immediate priorities are to open a further site at Suhogerll, to achieve our first commercial sales of marble, which are anticipated in the next few months, and to construct and open our processing plant in Kosovo"

Enquiries:

CHAIRMAN'S STATEMENT

This is my first statement to you as Chairman of Fox Marble following the Company's admission on to the London Stock Exchange AIM market on 31 August 2012. I would like to thank our investors for the confidence they have shown in Fox Marble and its management.

Following the fundraising of £9.65 million the Company has made good progress. Our first quarry was opened in Cervenilla in November 2012 and marble blocks have been extracted and sent to Italy for processing. The quality of the first cut and polished samples from Cervenilla processed in Italy are very encouraging.

We have signed an agreement which provides rights to quarry a new site at Drini. Since the year end we have opened two further quarry sites at Verrezat and Peja, and the sites at Antenna and Suhogerll are under development. We expect to see the first blocks produced from the Verrezat and Peja quarries within the next month.

The results for 2012 reflect pre IPO expenditure, initial capital expenditure in quarrying equipment, and operating costs for the year to 31 December 2012 as we have mobilised resources to commence operations. Our net cash balance at the period end was €7.14 million and is, we believe, sufficient to cover operating costs and capital expenditure for the period before we generate sales revenue.

Our immediate priorities are to open a further site at Suhogerll, to achieve our first commercial sales of marble, which are anticipated in the next few months, and to construct and open our processing plant in Kosovo.

In the long term our objective is to expand our portfolio of quarries and production capacity and to create a premium marble brand through which Kosovo can be established as a major centre of marble production. We believe this will achieve attractive returns and dividends for shareholders and also provide a significant benefit to the Kosovo people and economy.

Investment in Kosovo is not without risks and these cannot always be foreseen. It is important that the Company responds appropriately to these adverse events as they arise. On 2 December 2012, without warning, we received notice that four of our five mining licences had been annulled. Management, determinedly led by Chris Gilbert, our CEO, and Etrur Albani, our Managing Director, responded promptly through both legal and political channels. With the help of both Kosovan and British Government officials the licences were restored on 24 January 2013. Fox Marble is the first UK quoted company investing and operating solely in Kosovo and it is important for Kosovo to attract further inward investment that our business is not unreasonably impeded.

Of course your Board carefully considers risk as part of its routine business. Particular areas for focus during 2012 have been establishing best practice in terms of health and safety in our operations and compliance with the Bribery Act 2010.

Your Company has a strong Board and I am especially grateful for the support and wise counsel of our two long standing Non-Executive Directors, Sir Colin Terry and Roy Harrison, both in the periods before and after the IPO. I am also pleased to welcome Dr Paul Jourdan to the Board as a Non-Executive Director with effect from 9 January 2013, and who is already providing a valuable contribution.

I would also, on behalf of the Board, like to thank all our employees and supporters for their commitment and hard work.

I look forward to being able to report further progress as the year advances.

Andrew Allner

Non-Executive Chairman

28 March 2013

OPERATING REVIEW

Progress to date

·; Fox Marble was formed in 2011 to exploit untapped marble resources in Kosovo. Following research in the area, the Group acquired surface rights to five quarries at Rahovec (Cervenilla, Antenna and Verrezat), Peja and Suhogerll.

·; A maiden JORC resource estimate was commissioned from Golder Associates (UK) Limited, indicating an in-situ valuation of approximately €16.5 billion.

·; The Group subsequently acquired 25 year mining licences in respect of these quarries from the Independent Commission for Mines and Minerals ("ICMM") in Kosovo.

·; On the 31 August 2012 the Company raised £9.65 million via a placing on the London Stock Exchange's AIM market and issue of unsecured convertible loan notes to commence quarrying operations initially at two of the Group's quarries and to build a processing plant.

·; In November 2012, Fox Marble opened its first quarry in the district of Rahovec in which three of its quarry sites are located. The quarry site opened was the Cervenilla quarry containing red and grey marble.

·; In December 2012, the local quarry staff, led by the Italian quarry master Bruno Lorenzoni (recruited from Carrara), opened the first bench and successfully extracted three blocks of high quality red marble from its Cervenilla quarry in Kosovo. These were shipped to Carrara in Italy to be processed and cut into polished sample slabs.

·; In January 2013, Fox Marble announced that it had signed an agreement to acquire rights to extract marble from a quarry in the west of Kosovo, close to the Company's red marble quarry at Cervenilla. The agreement has been signed with Drini Company Sh.p.k., a Kosovan business that has been using the Drini quarry for aggregates extraction. Under the terms of the agreement, Fox Marble has the rights to extract marble from the 2.5 hectare site for a 20 year period.

Business Activities

Fox Marble has hit the ground running following its admission to AIM at the end of August. Quarry equipment has been sourced, purchased and delivered; detailed quarry development plans have been drafted, and following the opening of our first quarry site in Cervenilla in November 2012, we have opened further sites at Verrezat and Peja.

We have seen our first blocks of marble from Cervenilla processed and polished. The process of cutting marble into slabs places a high degree of stress on the marble and can result in some damage. However, the red marble from the Cervenilla quarry has withstood these stresses with minimal damage and wastage, despite the fact that as a surface block it will have been exposed to greater weathering pressures, highlighting the quality and durability of Cervenilla marble. The marble has been subject to testing for geophysical properties in Italy with the objective of achieving its CE certification. We expect to extract the first blocks from Verrezat and Peja within the next month.

In January 2013 we announced that we had signed an agreement to extract marble from a further quarry site near Rahovec from Drini Company Sh.p.k. This quarry - a source of grey marble - expands Fox Marble's portfolio, and we believe will prove to be a valuable asset to the Company.

Plans for the processing plant which will turn unprocessed marble blocks into polished slabs are progressing. We have sourced and agreed the site from the local Municipality of Deqan in Kosovo with whom we are concluding all the permits and consents required to build our processing plant. Further the engineers that the Company has engaged have completed the detailed technical specifications for the factory layout. Construction contracts for the plant are expected to be awarded in the next few months, and we expect the plant to be operational by the end of this year. Once operational the processing plant will operate year round to process marble blocks in to polished slabs.

With operations progressing, the Company is now turning its focus to sales and marketing, to turn its substantial resources into revenues for the Group. Our first quarried blocks have been cut and polished, and tested, and are now being distributed to our database of potential buyers.

We had initially expected to achieve early sales of block marble in the first quarter of 2013. However, Fox Marble now expects its first sales to take place in Q2 of this year in part due to the severe winter in Kosovo which has led to a recommencement of operations in mid-March rather than earlier. Fox Marble is in negotiations with sales and distributor channels in Italy, the UK, the Middle East and in China from which it is confident of achieving off-take agreements now that it has physical marble samples to distribute.

Results and Dividends

The results of the Group include the results of Fox Marble Limited for the year to 31 December 2012 which was acquired by Fox Marble Holdings plc on the 3 August 2012. The acquisition of Fox Marble Limited by Fox Marble Holdings plc in a share for share exchange has been accounted for as a capital reorganisation, meaning the results of the Group for the year ended 31 December 2012 and 31 December 2011 have been retroactively adjusted as if the acquisition had occurred on 17 February 2011.

The Group incurred an operating loss of €1,230,320 for the year ended 31 December 2012. The operating loss includes expenses of €545,330 incurred by Fox Marble Limited prior to its acquisition by Fox Marble Holdings plc and admission to AIM, which related primarily to costs of fundraising and the sourcing and evaluation of quarry assets. In the period from 3 August 2012 the Group made an operating loss of €684,990 which represents the investment made by the Company in bringing our operations on line.

The Group incurred a loss after tax for the year ended 31 December 2012 of €7,435,375. This loss includes a one off non-cash accounting charge which arose in respect of conversion of pre IPO loan notes of €6,035,228. Between 25 August 2011 and 29 September 2011 the Group issued €1,508,807 (£1,195,000) of unsecured convertible loan notes due 2016. On admission to AIM the loan notes were converted into 29,875,000 shares at an issue price of 20p, resulting in a charge of €6,035,228 being recognised in the income statement.

The Company does not anticipate payment of dividends until the operations become significantly cash generative. The Directors intend to adopt a progressive dividend policy when it becomes commercially prudent to do so.

Sustainable development

Exploration and quarrying have an inevitable impact on landscape and habitats. These impacts can occur in many ways and our policy is to follow international best practice in minimising impacts.

Fox Marble is committed to protecting the environment of Kosovo and to protecting the quality of life for Kosovan people both now and in the future. The Company's aim is to minimise harm to the environment by designing, operating and closing all of our operations in an environmentally responsible manner. The Group promotes a precautionary approach to environmental challenges; greater environmental responsibility; and encourages the use of environmentally friendly technologies within its operations.

Fox Marble aims to actively contribute to the communities in which we operate. We look to engage with local communities, going beyond being responsible employers, and respect those social partnerships to cement long term relationships with these communities.

Risk

We are always trying to identify and address areas of future risk and the two that were given priority in the year were health and safety and ensuring systems were in place to comply with the UK Bribery Act.

As the operations have been rolled out, the Company has sought to impose a rigorous health and safety culture across the Group, ensuring buy-in to this by all staff. This was reflected in the commitment of senior management time and effort. Effective training in safety consciousness will be a continuing policy.

An ethics policy was also put in place and communicated throughout the Group. Ensuring systems to maintain compliance and make third party contractors aware of and committed to our policy is a requirement under the Bribery Act and we will therefore take further measures to communicate and monitor compliance with our policies beyond the Group.

The Future

We have made a solid start to 2013 with the restoration of our licences and the opening of two further quarries in Verrezat and Peja. Over the course of the coming year we will continue to deploy the funds raised by the Company to open and equip further quarries and to open our planned processing plant. We have seen significant progress on all fronts and anticipate that 2013 will see our first sales of both marble blocks and processed slabs.

Our work will help Kosovo take its place as a recognised centre for decorative stone, with Fox Marble situated at the centre.

Finally, I would like to thank all our staff and our Board colleagues for their unstinting efforts on behalf of Fox Marble.

Chris Gilbert

Chief Executive Officer

28 March 2013

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2012

Consolidated Statement of Financial Position

As at 31 December 2012

Consolidated Statement of Cash Flows

For the year ended 31 December 2012

Consolidated Statement of Changes in Equity

For the year ended 31 December 2012

Notes to the Consolidated Financial Statements

1) General information

The principal activity of Fox Marble Holdings plc and its subsidiary companies Fox Marble Limited, H&P Sh.p.k, Granit Shala Sh.p.k, Rex Marble Sh.p.k and Fox Marble Kosova Sh.p.k (collectively "Fox Marble Group" or "Group") is the exploitation of quarry reserves in the Republic of Kosovo.

Fox Marble Holdings plc is the Group's ultimate Parent Company ("the Parent Company"). It is incorporated in England and Wales and domiciled in England. The address of its registered office is 15 Kings Terrace, London, NW1 0JP. Fox Marble Holdings plc shares are admitted to trading on the London Stock Exchange's AIM market.

2) Basis of Preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) in issue as endorsed by the European Union and the requirements of the Companies Act applicable to companies reporting under IFRS. IFRS includes Interpretations issued by the IFRS Interpretations Committee (formerly - IFRIC).

The consolidated financial statements have been prepared under the historical cost convention. The preparation of financial statements in conformity with EU adopted IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies.

The Group financial statements of Fox Marble Holdings plc are for the year ended 31 December 2012 and comparatives for the 317 day period ended 31 December 2011. The Group Financial Statements have been retroactively adjusted as if the new group structure arising on the acquisition of Fox Marble Limited by Fox Marble Holdings plc on the 3 August 2012 had been in place since the beginning of the prior period. The results and cash flows of Fox Marble Limited and Fox Marble Holding plc have been brought into the Group Financial Statements of the combined entity from the 17 February 2011, when Fox Marble Limited was incorporated.

The information in this preliminary announcement does not constitute statutory accounts within the meaning of section 434 to 436 of the Companies Act 2006 and no statutory accounts have yet been filed. The consolidated financial information has been approved for issue by the Board of Directors on 28 March 2013. The statutory accounts for the year ended 31 December 2012 will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

3) Critical accounting estimates and areas of judgement

On the 3 August 2012 Fox Marble Holdings plc acquired 100% of the issued share capital of Fox Marble Limited from Christopher Gilbert, Etrur Albani, Adrian Bradshaw and Syndicated Investor Group Limited. The consideration for the acquisition was the issue of 40,125,000 shares in Fox Marble Holdings plc.

The effective shareholdings in Fox Marble Holdings plc subsequent to the transaction were identical to those of Fox Marble Limited prior to the transaction. The purpose of the group reorganisation was to add a new parent company to the Fox Marble Group, ahead of Initial Public Offering and admission of the Company to AIM.

The acquisition has been treated in the financial statements as a group reorganisation by entities under common control. In the absence of guidance under IFRS for the accounting treatment of common control transactions management has applied the guidance under IAS 8 regarding the use of management's judgement in developing and applying accounting policies, when a particular event, transaction or other condition is not specifically addressed by IFRS.

In the company's financial statements, Fox Marble Holdings plc investment in Fox Marble Limited is stated at the nominal value of shares issued. On consolidation, the difference between the nominal value of the shares issued and the aggregate share capital, share premium and other reserves of Fox Marble Limited at the date of the transaction, has been included in equity within other reserves.

Between 25 August 2011 and 29 September 2011 the Group issued €1,508,807 (£1,195,000) of unsecured convertible loan notes due 2016 ("Pre IPO Loan Notes").

Under the terms of the instrument, on admission of the Company to AIM these loan notes would convert to a variable number of ordinary shares of the company to provide a conversion value of 5:1.

Following the admission of the Company to AIM on the 31 August 2012 the loan notes were converted into 29,875,000 shares at an issue price of 20p, with a total value of €7,544,035 (£5,975,000) resulting in a non cash accounting charge of €6,035,228 being recognised in the income statement.

Engineering estimates of the Group's quarry reserves are inherently imprecise and represent only approximate amounts because of the significant judgments involved in developing such information. There are authoritative guidelines regarding the engineering criteria that have to be met before estimated quarry reserves can be designated as ''proved'' and ''probable''. Proved and probable quarry reserve estimates are updated at regular intervals taking into account recent production and technical information about each quarry. In addition, as prices and cost levels change from year to year, the value of proved and probable quarry reserves also changes. This change is considered a change in estimate for accounting purposes and is reflected on a prospective basis in both depreciation and amortization rates calculated on units of production ("UOP") basis and the time period for discounting the rehabilitation provision.

Changes in the estimate of quarry reserves are also taken into account in impairment assessments of non-current assets.

On the 31st August 2012 the Company issued €1,295,278 (£1,060,000) fixed rate convertible unsecured loan note 2017 under the terms of the agreement signed 24 August 2012 with Amati Global Investors Limited ("Series 1 Loan Note").

The convertible loan notes have been accounted for as compound instruments, consisting of a liability component and an equity component. At the date of issue, the fair value of the liability component was estimated using the prevailing market interest rate for similar non-convertible debt. The difference between the proceeds of issue and the convertible loan notes and the fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the Group, of €63,873 has been included in equity.

4) Going concern

The Directors are of the opinion that ongoing evaluation of the Group's interests indicates that preparation of the Group's financial statements on a going concern basis is appropriate. The Group has substantial cash reserves, and has undrawn facilities of €2,442,793 (£2,000,000) available to it. The directors have prepared detailed projected cash flow information for the period ended 30 April 2014, taking into account forecast sales and expenditure. Having regards to the existing working capital position, the Directors are of the opinion that the Group has adequate resources to enable it to undertake its planned activities for the next 12 months.

5) Operating loss

In addition to the amounts disclosed above, the Company paid an amount of €40,640 to the Group's auditor in relation to corporate finance services provided in connection with the Initial Public Offering ("IPO") of the Company's shares as at 31 August 2012. These fees have been capitalised as part of the costs of the IPO.

6) Finance costs

On the 31 August 2012 the Company issued €1,336,455 (£1,060,000) fixed rate convertible unsecured loan note 2017 under the terms of the agreement signed 24 August 2012 with Amati Global Investors Limited. Interest accrues on the loan notes at 8% per annum from the date of issue due quarterly in arrears. The Company has elected to capitalise until 31 August 2014 in accordance with terms of the instrument.

7) Charge on conversion of pre-IPO loan instruments

Between 25 August 2011 and 29 September 2011 Fox Marble Limited issued €1,508,807 (£1,195,000) of unsecured convertible loan notes due 2016. In the event of admission of the Company and its parent to AIM these loan notes were to convert to a variable number of ordinary shares of the company to provide a conversion value of 5:1.

On the 24 August 2012, following the acquisition of Fox Marble Limited by Fox Marble Holdings plc the loan notes were novated from Fox Marble Limited to Fox Marble Holdings plc.

Following the admission of the Company to AIM on the 31 August 2012 the loan notes with a carrying value of €1,508,807 (£1,195,000) were converted into 29,875,000 shares at an issue price of 20p, with a total value of €7,544,035 (£5,975,000) resulting in a non cash accounting charge of €6,035,228 being recognised in the income statement.

8) Loss per share

Diluted loss per share is calculated by dividing the loss attributable to equity holders of the Group by the weighted average number of the Ordinary Shares which would be in issue if all the options granted other than those which are anti dilutive, were exercised.

9) Convertible loan notes

On the 31 August 2012 the Company issued €1,295,278 (£1,060,000) fixed rate convertible unsecured loan note 2017 under the terms of the agreement signed 24 August 2012 with Amati Global Investors Limited ("Series 1 Loan Note").

Interest accrues on the Series 1 Loan Note at 8% per annum from the date of issue due quarterly in arrears. The company has elected to capitalise the interest due until 31 August 2014. In the event that an event of default occurs the interest rate will rise to 25% per annum.

At any time prior to repayment of the Series 1 Loan Note, a Stockholder may issue a conversion notice. The Stockholder will receive such number of fully paid Ordinary Shares as satisfied by the formula: 1 Ordinary Share for every y pence nominal of Stock converted, where y is the lesser of:

·; 20 + (number of whole months which have lapsed between the date of issue of the Stock held by the Stockholder and the date of receipt of by the Company of the Conversion Notice in accordance with Condition 3.2 multiplied by 0.1666); and

·; 26.

If the Series 1 Loan Note is not converted at the Stockholders request it must be repaid in full on the 5th anniversary of the instrument date. The Series 1 Loan Notes may be repaid earlier in the event the interest rate rises to 25%.

As at 31 December 2012 the loan note had a balance of €1,266,290 including accrued interest of €34,886. The convertible loan has been split into its respective debt and equity component and a credit to equity in relation to the conversion of option of €63,873 has been recognised. The directors consider that the carrying amount of borrowings approximates their fair value at 31 December 2012.

On the 24 August 2012 the Company entered into a loan note arrangement to issue €2,443,792 (£2,000,000) fixed rate convertible loan notes due 2017 to AGMH Limited ("Series 2 Loan Note"). The Company has not yet drawn down funds from this facility.

Interest will accrue on the Series 2 Loan Note at 8% per annum from the date of issue due quarterly in arrears. In the event that an event of default occurs the interest rate will rise to 25% per annum.

At any time prior to repayment of the Series 2 Loan Note, a Stockholder may issue a conversion notice. The Stockholder will receive such number of fully paid Ordinary Shares as satisfied by the formula: 1 Ordinary Share for every y pence nominal of Stock converted, where y is the lesser of:

·; 20 + (number of whole months which have lapsed between the date of issue of the Stock held by the Stockholder and the date of receipt of by the Company of the Conversion Notice in accordance with Condition 3.2 multiplied by 0.1666); and

·; 26.

If the Series 2 Loan Note is not converted at the Stockholders request it must be repaid in full on the 5th anniversary of the instrument date

AGMH Limited, a company registered and incorporated in England and Wales with company number 08160250, is owned by Chris Gilbert and Etrur Albani, Directors of the Company.

10) Share capital

At the date of incorporation, the Company had an issued share capital of £2.00 divided into two ordinary shares of £1.00 in registered form.

On 31 October 2011, the Company subdivided each of the ordinary shares in issue into 100 ordinary shares of £0.01.

On 31 October 2011, the Company issued 2,249,900, 2,299,900, 150,000 and 300,000 Ordinary Shares to Christopher Gilbert, Etrur Albani, Adrian Bradshaw and Syndicated Investor Group Limited respectively.

On 3 August 2012, the Company issued 40,125,000 Ordinary Shares as consideration for the acquisition of Fox Marble Limited. The share for share exchange has been retroactively recognised in the balance of share capital as at 31 December 2011.

On the 31 August 2012 the Company issued 32,200,000 Ordinary Shares at a price of 20p per share as part of the Company's Initial Public Offering ("IPO").

Further, on the 31 August 2012 the Company issued 29,875,000 Ordinary Shares at a price of 20p per share as to satisfy the conversion of €1,426,355 (£1,195,000) of unsecured convertible loan notes issued between 25 August 2011 and 29 September 2011.

On the 29 November 2012 the Company issued a further 750,000 shares which satisfied a deferred placing commitment agreed as part of the Company's Initial Public Offering.

11) Share based payments

A warrant instrument entered into by the Company dated 24 August 2012, pursuant to which the Company issued Warrants to subscribe for an aggregate of 1,188,250 Ordinary Shares to Fox-Davies Capital Limited. The Warrants are exercisable at the IPO placing price of 20p per share at any time between the first and the fourth anniversaries of admission of the Group to AIM on 31 August 2012.

A warrant instrument entered into by the Company dated 24 August 2012, pursuant to which the Company issued Warrants to subscribe for an aggregate of 369,250 Ordinary Shares to Merchant Securities Limited. The Warrants are exercisable at the IPO placing price of 20p per share at any time between the first and the fourth anniversaries of admission of the Group to AIM on 31 August 2012.

The Company has a set up a Discretionary Share Option Plan (DSOP) for the benefit of employees.

The Company granted options over an aggregate of 120,000 Ordinary Shares at the IPO Placing Price of 20p to Fiona Hadfield under the terms of the DSOP on the 31 August 2012. The options vest after three years subject to service conditions and performance criteria based on the financial performance of the Group.

12) Information

Copies of the Annual Report and financial statements will be posted to shareholders. Further copies will be available from Fox Marble Holdings plc's registered office at 15 Kings Terrace, London, NW1 0JP or on the Company's website at www.foxmarble.net.