Katoro Gold Regulatory News (KAT)

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Opera Investments plc ("Opera")

Announcement of Results for the year ended 31 December 2016

11 April 2017

Opera Investments plc (the "Company" or "Opera") is pleased to announce its preliminary results for the year ended 31 December 2016.

STRATEGIC REPORT

In the year under review, your board continued to seek to execute the Company's investment objectives for the benefit of shareholders as set out at the time of the Company's listing on the London Stock Exchange. The Company's business strategy is to seek opportunities in the natural resources sector. The investment strategy of the Company is focussed towards the identification and acquisition of companies, businesses, projects or assets which:

· are run by management with a strong track record of generating growth for shareholders and a proven experienced business record; and/or

· have solid commercial prospects within the natural resources sector, including the mining and energy industries; and/or

· are within the fast developing countries, but within countries with a strong focus on protecting investors interests, low sovereign risk and those that encourage and incentivise investment; and/or

· exhibit a pre-existing resource base or a prospective resource which offers the potential for near-term cash flow and development success; and/or

· can be funded adequately to be able to deliver a realistic plan of achieving credible milestones and significant growth opportunities for shareholders.

In May 2016, the Company announced that the heads of agreement with regard to the potential acquisition of SoloPower Systems Holdings, Inc. ("SoloPower") had been terminated with Hudson Clean Energy Partners ("Hudson"). SoloPower was a portfolio company of Hudson. The directors of Opera had, since July 2015, been working continuously to seek to complete the transaction. However, following a failure to raise the investment funds required to complete the transaction, the Company received notification from Hudson that SoloPower is seeking to fund itself without the requirement for a public offering and London listing. Opera secured a contribution to its due diligence costs from Hudson as part of its heads of agreement and therefore secured a total contribution of £219,015 towards such costs incurred by Opera.

In June 2016, the Company announced that it had reached a heads of terms agreement with Highlands Natural Resources plc ("Highlands"), the London listed natural resources company, to acquire all of the issued share capital of Highland's subsidiary, Highlands Helium Development Ltd. However, on detailed review of certain technical aspects and the nature of the project's characteristics in light of Opera's investment strategy, it was decided to terminate by mutual agreement the heads of agreement with Highlands in July 2016. No material costs were incurred by Opera investigating this proposed transaction.

In late September 2016, Opera was pleased to announce that it has reached a heads of terms agreement with Kibo Mining plc ("Kibo"), the AIM quoted Tanzania focused mineral exploration and development company, to acquire the Imweru and Lubando gold projects from Kibo (the "Proposed Transaction").

A summary of the Proposed Transaction is as follows:

· Subject to the finalisation of the commercial, technical and legal due diligence, the consideration to acquire the Imweru and Lubando Gold Projects will be satisfied by the allotment and issue to Kibo on completion of the Proposed Transaction of 61,000,000 ordinary shares of one pence each in the capital of Opera at a price of 6 pence per ordinary share immediately following completion of the Proposed Transaction (and completion of the fundraising by Opera referred to below).

· As part of the Proposed Transaction, Opera and Kibo have agreed that there will be a fundraising by way of the issue of new ordinary shares in Opera at a price of 6 pence per ordinary share. Following a detailed review of the costs associated with the future work programme and operations following the completion of the Proposed Transaction, the directors of Kibo and Opera have determined that the minimum fundraising required to complete the Proposed Transaction will now be £1.7million, an increase from £1.2million as announced in September 2016, due to movements in foreign exchange and other prudent budgetary considerations.

· Opera agreed to undertake due diligence and incur costs associated with the Potential Transaction, however the liability to Opera was capped at £25,000 under the terms of the heads of agreement. As at 31 December 2016, expenses that Opera had incurred but were repayable to Opera by Kibo totalled £115,641.

· As part of the Proposed Transaction, Opera will delist from the Main Market of the London Stock Exchange and seek admission to the AIM Market of the London Stock Exchange ("AIM") of the enlarged share capital of Opera.

· On completion of the Proposed Transaction it is proposed that Opera will be renamed Katoro Gold Mining plc.

· Opera had appointed Strand Hanson Ltd to act as its Nominated Adviser and Beaufort Securities Ltd as its broker with respect to the Proposed Transaction.

The directors of Opera are seeking to complete the Proposed Transaction as quickly as possible, however shareholders should note that there remain a number of matters upon which completion of the Proposed Transaction is conditional.

Whilst the directors regret the time that the Company's shares have been suspended in the period of review and since, I confirm that this is a necessary requirement under applicable regulations. The process of seeking a listing or admission to AIM is complex and involves considerable investment in terms of the time and monetary commitments into the due diligence processes and other professional advice required. The directors have sought to reduce these costs as much as possible and sought to complete the transactions noted above as quickly as possible.

I thank you for your continuing support and look forward to updating you on progress on the Proposed Transaction in due course.

Enquires:

Opera Investments plc, Paul Dudley, Tel: +44 (0) 20 3551 4872

Statement of comprehensive income for year ended to 31 December 2016

All of the activities of the Company are classes as continuing.

Statement of financial position as at 31 December 2016

Company Number 09306219

Statement of changes in equity

Year ended to 31 December 2016

Statement of cash flows for the year ended 31 December 2016

Notes to the Preliminary Results

For the year ended 31 December 2016

1. General information

Opera Investments Plc is a public limited company incorporated in the United Kingdom and registered in England and Wales. The Company's registered office is located at 60 Gracechurch Street, London EC3V 0HR. The company does not have an ultimate controlling party. The Company's ordinary shares are currently admitted to a standard listing on the Official List and to trading on the London Stock Exchange.

The principal activity of the Company is to invest in strategic and/or special situations of unquoted companies or businesses that are seeking a public quotation.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted and endorsed by the European Union (EU), and the Companies Act 2006 applicable to companies reporting under IFRS. These comprise standards and interpretations approved by the International Accounting Standards Board (IASB) that remain in effect and to the extent that they have been adopted by the EU. No new standards or interpretations applicable to accounting periods commencing on or after 1 January 2016 have had a material impact on the company.

As comparative information is for the period from incorporation on 11 November 2014 to 31 December 2015, it is not directly comparable to that for the year ended 31 December 2016.

The financial information set out in this announcement is abridged and does not constitute statutory accounts for the year ended 31 December 2016 but is derived from those financial statements. The financial information is not audited. The auditors have reported on the statutory accounts for the year ended 31 December 2016, their report was unqualified and did not contain statements under sections 498(2) or (3) of the Companies Act 2006, and these will be delivered to the Registrar of Companies following the Company's annual general meeting. The financial information has been prepared using the recognition and measurement principles of IFRS as adopted in the European Union. The preliminary announcement was approved by the board on 11 April 2017.

2. Accounting policies

Basis of measurement

The financial statements have been prepared on a historical cost basis. All amounts are shown in sterling, the Company's functional currency.

Other operating income

Other operating income arises from reimbursement of costs associated with potential acquisitions from the counterparty in the transaction. Such revenue is recognised when the amounts involved can be accurately quantified and there is sufficient certainty of receipt.

Taxation

The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax

Deferred income tax is provided for using the liability method on temporary timing differences at the balance sheet date between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised in full for all temporary differences. Deferred income tax assets are recognised for all deductible temporary differences carried forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date.

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency gains and losses arising from the settlement of such transactions and the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

Financial instruments

Financial assets and financial liabilities are recognised on the Company's balance sheet when the Company becomes a contractual party to the instrument.

Other receivables

Other receivables arise from other operating income receipts and are measured at amortised cost, less impairment. Impairment provisions are made when there is objective evidence at the balance sheet date that the asset may not be recoverable.

Cash

The Company's cash solely comprises demand deposits.

Trade and other payables

Trade and other payables are recognised initially at their fair value and subsequently at amortised cost. Payables are derecognised when the company's obligations are discharged, cancelled, or have expired.

Equity

Share capital is determined using the nominal value of shares that have been issued. The share premium account includes any premiums on the initial issuing of share capital. Any transaction costs associated with the issue of shares are deducted from the share premium account.

Accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions in certain circumstances that affect reported amounts. Based on the Company's current activities and structure, there are no areas which give rise to significant exposure to actual results differing from estimates or assumptions.

New and amended standards

Various new or revised accounting standards have been issued which are not yet effective, including IFRS15 'Revenue from Contracts with Customers' and IFRS 9 'Financial Instruments'. Our initial assessment is that they are unlikely to have a significant impact on the Company, although this will depend on the progression of the Proposed Transaction outlined in the Strategic Report.

3. Going concern

The company's activities, together with the factors likely to affect its future development and performance, the financial position of the company, its cash flows and liquidity position have been considered by the Directors, taking account of the current market conditions which demonstrate that the company shall continue to operate within its own resources. The Directors have sought to minimise the transaction costs with respect to the Acquisition as set out in the Strategic Report. In particular, the Directors have sought to ensure that abort fee arrangements are in place and fees incurred by the Company in such circumstances relating to the Proposed Transaction are also minimised so as to preserve shareholder's funds, all of which can be met from current liquid resources. In the scenario where the Acquisition is completed, the Directors have considered as part of the transaction that, following the Acquisition, the enlarged group would have sufficient working capital to enable the Acquisition to take place and be a going concern in the foreseeable future.

In the event that the Acquisition does not complete, the Directors believe that the company is well placed to manage its business risks successfully, and that the company has adequate resources to continue in operational existence for the foreseeable future.

In either event, accordingly, the Directors consider it appropriate to adopt the going concern basis in preparing these condensed financial statements.

4. Staff costs

The average number of employees was 2 (2015: 2) over the period and the only staff costs were directors' remuneration of £36,000 (2015: £24,000).

5. Operating loss

The Company's operating loss includes auditor's remuneration in respect of the statutory audit of £13,800 (including VAT) (2015: £11,400 (including VAT)). In addition, Rees Pollock provided other non-audit services of £6,000 (including VAT) (2015: £9,000 (including VAT)).

6. Income tax expense

(a) Analysis of charge in the period

(b) Factors affecting the tax charge for the period

The tax assessed for the period does not reflect a credit equivalent to the loss before tax multiplied by the standard rate of corporation tax of 20% (2015: 21%).

No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify this.

7. Loss per share

The calculation of the basic and fully diluted loss per share is based on the loss for the period after tax of £62,420, divided by the weighted average issued ordinary shares in the period of 17,250,000 (2015: £448,691 divided by the weighted average issued ordinary shares in the period of 12,537,805).

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The company has no dilutive instruments in existence.

8. Other receivables

Under the terms of the heads of terms agreement with Kibo Mining plc ("Kibo") on 23 September 2016, Opera agreed to undertake due diligence and incur costs associated with the Potential Transaction as discussed in the Strategic Report. In this agreement, the liability of such costs to Opera was capped at £25,000. As at 31 December 2016, the expenses that Opera had incurred but were repayable to Opera by Kibo totalled £115,641 (2015: £nil).

9. Trade and other payables

10. Issued share capital

Authorised, allotted and called up share capital:

11. Financial Instruments

There were no financial instruments not recognised in the statements of financial position of the Company. Financial assets and liabilities were held as follows:

The Directors consider that the carrying value of the financial assets and liabilities approximates to their fair value.

Financial risk management objectives and policies

The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and cash flow interest-rate risk. These risks are limited by the Company's financial management policies and practices described below:

(a) Credit risk

As the Company had no revenue during the period, there is no significant concentration of credit risk. The Company does not currently have written credit risk management policies or guidelines. As discussed in note 8 the company has receivables due from Kibo. None of these amounts are overdue, and no impairment provision has been recognised. As the Company holds no collateral in expect of these amounts, the total disclosed in note 8 constitutes the Company's credit risk in respect of these amounts.

The Company's cash is held in a reputable bank. The carrying amount of these financial assets represent the maximum credit exposure.

(b) Liquidity risks

The Company currently has no operational revenue streams other than the recovery of certain deal costs. Operational cash flow represents the ongoing administrative costs net of such recoveries. The group manages its liquidity requirements by the use of long and short term cash flow forecasts. The Company's policy is to ensure facilities are available as required and to issue share capital in accordance with long and short term cash flow forecasts. As at 31 December 2016 the Company has no undrawn facilities (2015: £nil). The Company actively manages its working finance to ensure it has sufficient funds for operations and planned expansion. The Company's financial liabilities are primarily trade payables and accruals. All amounts are due for payment in accordance with agreed settlement terms.

(c) Cash flow and fair value interest rate risks

The Company has no interest-bearing liabilities. Interest rates on bank deposits are based on the relevant national inter-bank offered rates. The Company has no fixed interest rate assets.

The main financial risks for the Company are given on page 4 in the Strategic Report.

The Company's only foreign denominated assets and liabilities are accruals of £4,347 (2015: £nil) denominated in Euros. Given the low quantum of such foreign currency exposure the directors do not currently have any hedging arrangements in place to manage such risk, but will keep this under review as the Company develops.

No interest is charged on other receivables, trade payables or other payables, none of which represent in substance a financing transaction. Cash deposits earn interest at prevailing bank deposit rates. The directors are of the view that no differential between the fair value and carrying value of these assets and liabilities arises.

(d) Capital risk management

The Company defines capital as the total equity of the Company. The Company manages its capital to ensure that it will be able to continue as a going concern, while maximising the return to shareholders through the optimisation of debt and equity balances. The Company manages its capital structure and makes adjustments to it, in the light of changes in economic conditions. To maintain or adjust its capital structure, the Company may adjust the amount of dividends to shareholders, issue new shares or return capital to shareholders, and raise debt or sell assets to reduce debt.

12. Related parties

As set out in the Company's prospectus dated 22 April 2015, HD Capital Partners Ltd entered into a Corporate Advisor Mandate which began in May 2015 with the Company on the Listing for the provision of a number of corporate and administrative services to the Company. The amount paid in the year was £24,000 (2015: £16,000) plus VAT.

Mr Paul Dudley, Chairman of Opera Investments plc is also a director of HD Capital Partners Ltd.

No directors' expenses were due at year end. In the period, Paul Dudley incurred costs on behalf of the Company of £14,959 (2015: £17,559) directly associated with due diligence which were repaid by the Company. In the period, Myles Campion incurred costs on behalf of the Company of £14,656 (2015: £5,924) directly associated with due diligence and the Company's operations which were repaid by the Company.