11 Mar 2009 16:21
MAGHREB MINERALS plc
Interim Results for the six months to 31 December 2008
Maghreb Minerals plc ('Maghreb' or 'the Company'), the AIM-quoted mineral exploration company exploring for, and developing base metals and industrial minerals in Tunisia, announces its un-audited results for the six-month period ended 31 December 2008, together with an update of the Bou Jabeur Scoping Study and the securing of additional funding.
Highlights
Change of strategy to include a focus on the Company's fluorspar interests.
Preliminary conclusions received on the Bou Jabeur-Gite de l'Est Scoping Study with the full study expected to be completed shortly. The preliminary findings confirm that the Bou Jabeur - Gite de l'Est is a project worthy of merit and further exploration is required to prove it to be a viable mine.
Completion of the work programme and application made for the transfer of a 90% interest in the Fej Ladhoum Exploration Permit to Maghreb with the 10% interest being retained by Office National des Mines.
Funds of £371,000 at 31 December 2008 with an additional £500,000 agreed to be injected by Firebird Global Master Fund II, or its affiliates, on 10 March 2009 to support the Company's future objectives by means of a convertible loan.
Appointment of new directors and Chairman.
Commenting on Maghreb's prospects, Richard Linnell, Chairman, said:
"With the active support of Firebird, the Company will focus on developing its fluorspar assets, where prices have held up remarkably well and where the prospects are promising, as well as pursuing corporate and other opportunities in the fluorspar sector. The initial indications from the Scoping Study and work done by our consultant and in-house team show that the Bou Jabeur - Gite de l'Est is a project worthy of merit and further exploration is required to prove it to be a viable mine. The Company will need to find a partner with whom to progress the project and indeed the lead/zinc portfolio. Whilst we are pursuing this option, shareholders must be aware of the current economic circumstances and recognise that this process could take some significant time."
ENQUIRIES:
Maghreb Mineral Plc Tel +44 (0) 20 7556 0940
Richard Collier, Chief Executive
Hanson Westhouse Limited Tel +44 (0) 20 7601 6100
Tim Metcalfe
Smithfield Group Tel: +44 (0) 20 7903 0672
Rupert Trefgarne
The technical content of this press release has been reviewed by EurGeol Mark P. Holdstock, BSc, PhD, PGeo, who has 30 years of experience in the mining sector and is a Member of the Institute of Geologists of Ireland (IGI), a recognised professional association.
CHAIRMAN'S STATEMENT
Introduction
I am pleased to provide a review of Maghreb Minerals Plc's ("Maghreb" or the "Company") activities and financial results for the six months ended 31 December 2008, together with providing an update on the Bou Jabeur Scoping Study and the securing of additional funding. This period has seen the completion of several important elements of the work programme and a change in emphasis regarding the development of the Company's fluorspar assets and permits. It has also been characterized by upheavals in the world's financial markets to which the mining sector in general and the exploration sector in particular have not been immune.
Maghreb is exploring for zinc ("Zn"), lead ("Pb"), barite ("BaSO4") and fluorite ("CaF2") in Tunisia, where it holds a number of highly prospective exploration permits ("EP") including permits covering past producing mines with un-mined resources. During this period the Company's emphasis has been on the Bou Jabeur and Fej Ladhoum EP's with geological evaluation being renewed on the fluorspar permits.
Summary of Results
Bou Jabeur
The main thrust of the work programme during this reporting period has been focused on the Bou Jabeur EP, specifically on the Gite de l'Est deposit within the Bou Jabeur EP.
Scott Wilson Limited ("Scott Wilson") was commissioned by the Company to complete the Scoping Study with the metallurgical test work being conducted by SGS Lakefield Research Europe ("SGS"). Aurum Exploration Services ("Aurum") has been retained by the Company to provide additional, independent geological services.
Analysis undertaken to date indicates that this deposit should be regarded as being an advanced exploration project worthy of merit.
Given current market circumstances, the Company needs to conserve its resources and its strategy will be to actively seek a mining partner to progress the project, in the first instance to fund the additional drilling programme required.
The initial findings of the Scoping Study indicates that the Bou Jabeur - Gite de l'Est deposit has an inferred mineral resource of 4.76 million tonnes to JORC 2004 standards (using a 4% cut-off grade for Pb/Zn combined) grading at 5.67% combined Pb/Zn with 39.6% barite, 7.69% fluorite and 7.3g/t silver. Subsequent to the Scoping Study cut-off, an additional resource of approximately 500,000 tonnes was identified in the historical mine workings that have not yet been independently verified by the Company and have therefore not been included in this inferred mineral resource. The overall resource should increase once additional work has been completed to verify the remaining resources within the historical mine workings.
The potential structural controls on mineralization were not defined by the date of the Scoping Study analysis. It is believed by Aurum that they now have an understanding of the structural controls. Should the structural control on mineralisation model be proved by a further exploration drilling programme, Aurum believes this could lead to a substantial increase in the resources contained in Bou Jabeur - Gite de l'Est itself, and in the prospectivity of the Bou Jabeur EP as a whole.
A large area westwards along strike of Bou Jabeur remains untested and further exploratory drilling could potentially increase the resources within the EP adjoining Bou Jabeur - Gite de l'Est.
The processing of the four relevant minerals (sphalerite, galena, barite and fluorite), through laboratory floatation testing conducted by SGS, can be conducted through standard processing using standard infrastructure. Recoveries for Zn and Pb are expected to be 92% and 85%, respectively.
At this stage, Scott Wilson has not identified any significant issues in terms of environmental or social impacts resulting from future mining activities.
The initial output from the Scoping Study and work done by Aurum and our in-house team confirms that the Bou Jabeur - Gite de l'Est is a project worthy of merit and further exploration to prove it to a viable mine. The full results of the Scoping Study are expected to be received by the Company shortly and a further announcement outlining the detailed conclusions will be made soon.
Given the Company's resources, the Company will need to find a partner with whom to progress the project. Whilst we are pursuing this option, shareholders must be aware of the current economic circumstances and recognise that this process could take some significant time.
The fluorspar permits
As previously reported, discussions had been initiated with potential partners who might have been interested in taking this project forward with Maghreb. The fluorspar deposit at Zriba - Guebli has been described as being large in comparison to known fluorite-barite deposits worldwide and may have been only partially exploited. There are indications that large, potentially workable tonnages remain within the historical mine and may help support the possible development of a new mine.
The Company had been independently advised that this is a project worth pursuing, especially given the current situation of the fluorspar market which has more or less maintained its price during the period.
Firebird Global Master Fund II, Ltd, a major shareholder of the Company, has indicated its support for the fluorspar assets and as a result all discussions with third parties were terminated in October 2008. The Company's strategy has changed in as much as that it will itself embark upon a detailed exploration programme over the fluorspar permits.
Fej Lahdoum
The interim drilling programme at Fej Lahdoum was completed in December 2008. Seven drill holes (MFL30 - MFL36) have been completed for a total of 2,370 m. MFL 30 tested the deep thrust zone on the Western boundary of the Bou Kecherida deposit but no mineralisation was found. MFL31 to MFL36 tested the down dip extension of the Dar N'Hal Nord ore body. Mineralization was found in all the holes indicating that the Dar N'Hal Nord deposit has continuity to the North-West. Geology modelling and analysis continues.
The Company, through a wholly owned subsidiary, met its obligations regarding qualifying expenditure to earn a 90% interest in the Fej Ladhoum EP. Application has been made for the transfer of 90% of the EP to the Company. A report detailing this qualifying expenditure was submitted to the Office National des Mines by the Company in October 2008 in anticipation of the renewal date of 4 April 2009.
Financial
The Group made a consolidated loss for the six months ended 31 December 2008 of £892,000 (2007 - £587,000). The increase in expenditure is due to the increased rate of drilling and the professional fees and costs associated with the scoping study at Bou Jabeur - Gite de l'Est. It is anticipated that the on-going levels of exploration expenditure will be reduced from current levels. Administration expenses were adversely impacted by professional expenses incurred in relation to discussions and negotiations relating to the fluorspar assets referred to previously.
The financial highlights are tabled below:
Six months to 31 December 2008 | Six months to 31 December 2007 | 12 months to 30 June 2008 | |
(£'000) | (£'000) | (£'000) | |
Interest income | 14 | 42 | 107 |
Total expenditure incurred in respect of: | |||
- Tunisia | (534) | (368) | (1,253) |
- Algeria - discontinued operations (See Note 3) | - | 35 | 35 |
Administration expenses | (372) | (296) | (636) |
Loss for the period | (892) | (587) | (1,747) |
Cash and Cash Equivalents | 371 | 2,212 | 1,219 |
Related Party Transaction
On 10 March 2009, Firebird Global Master Fund II, Limited, or its affiliates, agreed to invest a further £500,000 by way of a zero coupon, convertible loan note to allow the Company to pursue its future objectives.
The salient features of the loan note are that the loan will be convertible into preference shares of a nominal value of 0.6p per share at a price of 2.25 pence per preference share. Conversion into preference shares will take place following a meeting of shareholders to be called by the Company to authorize the changes required to the Company's Articles of Association to provide for the creation of the preference shares, to dis-apply pre-emption rights and do whatever may be required to give affect to the creation, allotment and conversion of the preference shares in terms of the Companies Act and the rules and regulations of the London Stock Exchange and Takeover Code. Notice convening this meeting must be given prior to 30 June 2009. Essentially, failure to pass the resolutions at this meeting will constitute an event of default on the loan. The preference shares thus allotted will have the right, at the option of the preference shareholders to convert into ordinary shares of the Company on the basis of one preference share for every new ordinary share. The preference shares will not be listed, will not have voting rights except in regards to items affecting the preference shares themselves and will be entitled to a dividend equivalent to any dividend declared on the ordinary shares.
As a result of Firebird Global Master Fund II's association with the Company, the convertible loan constitutes a related party transaction in accordance with Rule 13 of the AIM Rules for Companies.
The independent directors, having consulted with the Company's nominated adviser, Hanson Westhouse Limited, consider that the terms of the transaction are fair and reasonable insofar as the shareholders are concerned.
Changes to the Board of Directors
In October 2008, Robyn Storer resigned from the Board. On 19 November 2008, Gordon Riddler stepped down as Chairman and retired from the Company with effect from 31 December 2008. I would like to thank them both for their valuable contribution to the development of the Company.
On 1 August 2008, Anthony Allen was appointed as a non-executive director and on 19 November 2008, James Passin, Albert Gourley and I were appointed to the Board whereupon I was appointed Chairman of the Company.
Outlook
These are indeed difficult times, but we are confident that the prices of base metals will return to higher levels in due course, but not in the short term.
Consequently the Company's approach will be to focus more on its fluorspar assets, where prices have held up well and the demand and supply curve is favourable. It will also be pursuing other opportunities both corporate and organic in this area to increase its exposure to the fluorspar sector with the support of your Company's major shareholder.
To this end we welcome the positive support, both in terms of funding and in terms of strategic advice and management support, being given by Firebird.
Based on the preliminary results of the Bou Jabeur - Gite de l'Est scoping study, the Company will endeavour to find an industry partner to assist in advancing this highly prospective project, possibly in conjunction with the other Pb/Zn projects that the Company has in its portfolio. Whilst we are pursuing this option, shareholders must be aware of the current economic circumstances and recognise that this process could take some significant time.
Richard Linnell
Chairman
11 March 2009
CONDENSED CONSOLIDATED INCOME STATEMENT |
For the six months ended 31 December 2008
Un-audited 6 months ended 31 December 2008 | Un-audited 6 months ended 31 December 2007 | Audited 12 months ended 30 June 2008 | |||
£'000 | £'000 | £'000 | |||
Continuing operations | |||||
Revenue | - | - | - | ||
Exploration expenses | (534) | (368) | (1,253) | ||
Gross loss | (534) | (368) | (1,253) | ||
Administrative expenses | (372) | (296) | (636) | ||
Operating loss | (906) | (644) | (1,889) | ||
Investment income | 14 | 42 | 107 | ||
| |||||
Loss for the period on continuing operations | (892) | (622) | (1,782) | ||
Discontinued operations | |||||
Profit for the period from discontinued operations | - | 35 | 35 | ||
Total loss for the period | (892) | (587) | (1,747) | ||
Earnings per share | |||||
Basic and diluted loss per share from continuing operations (pence) | (0.98) | (0.65) | (1.96) | ||
Basic and diluted profit per share from discontinued operations (pence) | - | - | 0.04 | ||
CONDENSED CONSOLIDATED BALANCE SHEET |
As at 31 December 2008
Un-audited 31 December 2008 | Un-audited 31 December 2007 | Audited 30 June 2008 | ||||
£'000 | £'000 | £'000 | ||||
Non-current assets | ||||||
Intangible assets | 82 | 82 | 82 | |||
Property, plant and equipment | 103 | 173 | 137 | |||
185 | 255 | 219 | ||||
Current assets | ||||||
Other receivables | 42 | 27 | 36 | |||
Cash | 371 | 2,212 | 1,219 | |||
413 | 2,239 | 1,255 | ||||
Current liabilities | ||||||
Trade and other payables Provisions | (155) - | (45) - | (159) (10) | |||
(155) | (45) | (169) | ||||
Net current assets | 258 | 2,194 | 1,086 | |||
Total assets less current liabilities | 443 | 2,449 | 1,305 | |||
Net assets | 443 | 2,449 | 1,305 | |||
Equity | ||||||
Share capital | 546 | 546 | 546 | |||
Share premium account Share Option Reserve | 6,474 240 | 6,473 195 | 6,474 210 | |||
Retained earnings | (6,817) | (4,765) | (5,925) | |||
Total equity | 443 | 2,449 | 1,305 | |||
CONDENSED STATEMENT OF CHANGES IN EQUITY
For the six months ended 31 December 2008
Share capital | Share premium | Share Option Reserve | Retained earnings | Total | |||||||
£'000 | £'000 | £'000 | £'000 | £'000 | |||||||
Balance at 31 December 2006 | 304 | 3,894 | - | (3,198) | 1,000 | ||||||
Loss for the period | - | - | - | (980) | (980) | ||||||
Share based payments | - | - | 167 | - | 167 | ||||||
Premium on shares issued | - | 2,358 | - | - | 2,358 | ||||||
Issue of share capital | 222 | - | - | - | 222 | ||||||
Balance at 1 July 2007 | 526 | 6,252 | 167 | (4,178) | 2,767 | ||||||
Loss for the period | - | - | - | (587) | (587) | ||||||
Share based payments | - | - | 28 | - | 28 | ||||||
Issue of share capital | 20 | - | - | - | 20 | ||||||
Premium on shares issued | - | 222 | - | - | 222 | ||||||
Balance at 31 December 2007 | 546 | 6,474 | 195 | (4,765) | 2,450 | ||||||
Loss for the period | - | - | - | (1,160) | (1,160) | ||||||
Share based payments | - | - | 15 | - | 15 | ||||||
Balance at 30 June 2008 | 546 | 6,474 | 210 | (5,925) | 1,305 | ||||||
Loss for the period | - | - | - | (892) | (892) | ||||||
Share based payments | - | - | 30 | - | 30 | ||||||
Balance at 31 December 2008 | 546 | 6,474 | 240 | (6,817) | 443 |
CONDENSED CONSOLIDATED CASH FLOW STATEMENT |
For the six months ended 31 December 2008
Un-audited 6 months ended 31 December 2008 | Un-audited 6 months ended 31 December 2007 | Audited 12 months ended 30 June 2008 | ||||
£'000 | £'000 | £'000 | ||||
Cash flows from operating activities | ||||||
Operating loss from continuing operations | (906) | (629) | (1,854) | |||
Add : Depreciation charges for the period Add : Share option charge for the period | 37 30 | 35 28 | 74 43 | |||
Operating loss before working capital changes | (839) | (566) | (1,737) | |||
(Increase) / Decrease in other trade and other receivables | (7) | 10 | 1 | |||
(Decrease) / Increase in trade and other payables | (14) | (115) | 9 | |||
Cash (absorbed) / generated by operations | (21) | (105) | (1,727) | |||
Net cash flow from operating activities | (860) | (671) | (1,727) | |||
Cash flows from investing activities | ||||||
Purchases of plant and equipment | (2) | (52) | (55) | |||
Interest income received | 14 | 42 | 107 | |||
Net cash from investing activities | 12 | (10) | 52 | |||
Cash flows from financing activities | ||||||
Proceeds on issue of share capital | - | 241 | 242 | |||
Decrease in receivables with respect to issue of share capital | - | 700 | 700 | |||
Net cash from financing activities | - | 941 | 942 | |||
Net increase in cash and cash equivalents | (848) | 260 | (733) | |||
Cash and cash equivalents at the beginning of the period | 1,219 | 1,952 | 1,952 | |||
Cash and cash equivalents at the end of the period | 371 | 2,212 | 1,219 | |||
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
1. General information
The interim financial information for the six months ended 31 December 2008 has been prepared under International Financial Reporting Standards ("IFRS") as adopted for use in the European Union.
The results for the year ended 30 June 2008 have been audited whilst the results for the six months ended 31 December 2007 and 31 December 2008 are un-audited. The interim report is un-audited and does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The statutory accounts for the year ended 30 June 2008, which were prepared under IFRS, have been delivered to the Registrar of Companies. The auditors' opinion on those accounts was unqualified, however, it did contain an emphasis of matter paragraph in relation to the Group's ability to continue as a going concern. The paragraph stated that the financial information has been prepared on the going concern basis, the validity of which depends principally on the discovery of economically viable mineral deposits and the availability of subsequent funding to extract the resource or alternatively the availability of funding to extend the Group's exploration activities. These conditions indicate the existence of a material uncertainty, which may cast significant doubt about the Company's ability to continue as a going concern. The financial statements did not include the adjustments that would result if the Group was unable to continue as a going concern. The audit report did not contain any statement made under s237 of the Companies Act 1985.
There is no material seasonality associated with the Group's activities.
The interim financial report has been prepared on a basis consistent with IFRS, including IAS34 'Interim Financial Reporting'. The interim figures are prepared on the basis of the accounting policies set out in the last annual report to 30 June 2008.
No new IFRSs have been adopted in the period and those which were in issue but not yet mandatory at the date of authorisation of the interim report, in the Directors' view, will not have a material impact on the Group's primary financial statements. However future application of theses standards is likely to increase the disclosures required in the statutory financial statements.
2. Dividends
No dividends were paid or proposed in the 6 months ended 31 December 2008 (for year ended 30 June 2008 - £ NIL).
3. Business and Geographical Segments
The Group's operations are located in Tunisia and the United Kingdom. The Group's exploration activities are located in Tunisia, and its administration and management is based in the United Kingdom.
Segment operating loss and loss for the period by geography are reconciled to entity operating loss and entity loss for the period as follows:
Segment Operating Loss | Loss For Period | ||||||
Un-audited 6 months ended 31 December 2008 £'000 | Un-audited 6 months ended 31 December 2007 £'000 | Audited 12 months ended 30 June 2008 £'000 | Un-audited 6 months ended 31 December 2008 £'000 | Un-audited 6 months ended 31 December 2007 £'000 | Audited 12 months ended 30 June 2008 £'000 | ||
Algeria - discontinued operations | - | 35 | 35 | - | 35 | 35 | |
Tunisia | (534) | (368) | (1,253) | (534) | (368) | (1,253) | |
United Kingdom | (372) | (296) | (636) | (358) | (254) | (529) | |
Entity operating loss and entity loss | (906) | (629) | (1,854) | (892) | (587) | (1,747) |
In the financial year ended 30 June 2007, the decision was made to terminate further exploration over the Tan Chaffao permit in Algeria. At 30 June 2007, the Company provided for land taxes and other expenses in Algeria. The provision of £35,000 was no longer required and was reversed in the period to 31 December 2007.
4. Taxation
No liability in respect of income tax has arisen during the period, as a result of trading losses in each of the Group companies. No deferred tax liability or asset has been recognised in the period.
The deferred tax asset has not been recognised in the accounts as there is not sufficient evidence that there will be taxable profits in the near future against which the deductible temporary differences can be utilised within the meaning of IAS 12.
5. Earnings per ordinary share (basic and diluted)
The calculation of the basic loss per share attributable to the ordinary equity holders of the parent has been calculated on the net loss after tax of £892,000 (2007 - £587,000) using the weighted average number of ordinary shares of 91,033,981 (2007 -90,745,886).
All share options in issue decrease the loss per share for the period, and as such are deemed anti-dilutive. Therefore the diluted loss per share is the same as the basic loss per share.
6. Share Capital and Warrants
The £11,175,000 warrants outstanding at 30 June 2008 were issued on 3 August 2006 and were exercisable at any time on or before the second anniversary of the date of issue, which expiry date was 3 August 2008. The warrants expired without any having being exercised.
Following the expiration of the warrants on 3 August 2008, the resultant issued share capital and warrants of the Company at 31 December 2008 are as follows:
Called up, allotted and fully paid Ordinary shares of 0.6 pence each | Share Capital 2008 Number | Nominal Value 2008 | Warrants in Issue 2008 Number |
'000 | £'000 | '000 | |
Balance at 30 June 2008 | 91,034 | 546 | 11,175 |
Warrants expired on 3 August 2008 | - | - | (11,175) |
Balance on 31 December 2008 | 91,034 | 546 | - |
7. Transactions with Directors
Fees for Services Rendered excluding Share Based Payments | Un-audited 6 months ended 31 December 2008 £'000 | Un-audited 6 months ended 31 December 2007 £'000 | Audited 12 months ended 30 June 2008 £'000 |
G P Riddler | 25 | 35 | 66 |
R M Storer | 5 | 21 | 32 |
R J C Collier | 75 | 19 | 69 |
C J Clayton | - | 12 | 19 |
A W Baird | - | 12 | 19 |
A V Allen | 8 | - | - |
Payments for services to G P Riddler and R M Storer relate to consultancy services paid to related parties for services rendered by them as Directors of the Company. G P Riddler and R M Storer resigned in December 2008 and October 2008 respectively.
C J Clayton and A W Baird resigned as directors of the Company in April 2008. Payments for Messrs Clayton and Baird relate to consultancy services paid to related parties for services rendered by them as Directors of the Company.
Payments to R J C Collier are in respect of Director's fees.
There were no amounts owed to related parties in the periods 31 December 2008, 31 December 2007 and 30 June 2008.
There were no new share options granted to the directors during the period to 31 December 2008. The following amounts have been provided in the period in respect of the estimated cost of the existing options using the Binomial valuation model.
Share Option Based Payments | Un-audited 6 months ended 31 December 2008 £'000 | Un-audited 6 months ended 31 December 2007 £'000 | Audited 12 months ended 30 June 2008 £'000 |
G P Riddler | 9 | 8 | 24 |
R M Storer | 4 | 5 | 29 |
R J C Collier | 13 | 5 | 32 |
C J Clayton | - | 4 | (27) |
A W Baird | - | 4 | (27) |
At 31 December 2008, the share options held by the Directors are as follows:
Share Options held at | 31 December 2008 | 31 December 2007 | 30 June 2008 |
G P Riddler | 2,000,000 | 1,200,000 | 2,000,000 |
R M Storer | 800,000 | 800,000 | 800,000 |
R J C Collier | 2,500,000 | 1,200,000 | 2,500,000 |
C J Clayton | - | 600,000 | - |
A W Baird | - | 600,000 | - |
8. Post Balance Sheet Event
On 10 March 2009, Firebird Global Master Fund II, Limited, or its affiliates, agreed to invest a further £500,000 by way of a zero coupon, convertible loan note to allow the Company to pursue its future objectives.
The salient features of the loan note are that the loan will be convertible into preference shares of a nominal value of 0.6p per share at a price of 2.25 pence per preference share. Conversion into preference shares will take place following a meeting of shareholders to be called by the Company to authorize the changes required to the Company's Articles of Association to provide for the creation of the preference shares, to dis-apply pre-emption rights and do whatever may be required to give affect to the creation, allotment and conversion of the preference shares in terms of the Companies Act and the rules and regulations of the London Stock Exchange and Takeover Code. Notice convening this meeting must be given prior to 30 June 2009. Essentially, failure to pass the resolutions at this meeting will constitute an event of default on the loan. The preference shares thus allotted will have the right, at the option of the preference shareholders to convert into ordinary shares of the Company on the basis of one preference share for every new ordinary share. The preference shares will not be listed, will not have voting rights except in regards to items affecting the preference shares themselves and will be entitled to a dividend equivalent to any dividend declared on the ordinary shares.
9. Availability of report
Copies of this report are available from the Company's business address at Blackwell House, Guildhall Yard, London, EC2V 5AE.