30 Sep 2016 07:00
Metal Tiger Plc
30 September 2016
Metal Tiger Plc
("Metal Tiger" or the "Company")
2016 Interim Report
Metal Tiger plc (LON:MTR) the London Stock Exchange AIM listed investor in strategic natural resource projects is pleased to announce its unaudited interim results for the half year ended 30 June 2016.
Key Highlights:
METAL PROJECTS
Major copper-silver discovery made in Botswanan Joint Venture (“JV”) with MOD Resources (ASX: MOD) and post half year end substantial maiden JORC compliant resource announced for first JV target T3; Thailand JV partner advanced considerably with new projects and the building of a team capable of preparing for future mining operations. Extensive due diligence and negotiations undertaken in respect of Boh Yai and Song Toh silver-lead-zinc mines and commercial transaction signed with the mine owner in August 2016; In Spain, Logrosan 2015 tungsten and gold exploration programmes completed with two tungsten deposits confirmed together with gold mineralisation. The success of the 2015 programme supported further investment in 2016 and signing of new JV agreement over the Maria gold focused project in May 2016; Extensive pipeline of new resource opportunities identified and suitable for investment by Metal Tiger, or other existing AIM vehicles or new vehicles quoted or listed on a recognised stock exchange or other trading platforms in which Metal Tiger has invested. Extensive work being undertaken to monetise the additional pipeline interests to increase Metal Tiger value per share.ASSET TRADING
Net Gain on Investments in the half year £2,135,200 (prior half year ended 30.6.15 £534,300); Investments Held for Trading amounted to £3,735,400 (prior year end 31.12.15 £692,900); Strategic equity and warrant holdings at the half year end in fourteen AIM, TSX or ASX listed resource companies; Asset Trading division poised and ready for what we anticipate will be the next positive growth phase in the resource sector recovery.WORKING CAPITAL AND OVERALL ASSETS
Comprehensive Profit for the half year ended 30 June 2016 £559,400 (prior half year ended 30 June 2015 £98,800); At 30 June 2016 Cash at Bank amounted to £808,200 (prior year end 31.12.15 £353,900) and, in addition, Investments Held for Trading amounted to £3,745,400 (prior year end 31 December 2015 £692,900); Net Current Assets at 30 June 2016 amounted to £4,770,300 (prior year end 31 December 2015 £1,058,300); Overall Net Assets at 30 June 2016 amounted to £5,199,700 (prior year end 31 December 2015 £1,525,200).KEY PERFORMANCE INDICATORS
| Unaudited Six months ended30 June 2016 | UnauditedSix monthsended 30 June 2015 | AuditedYear ended 31 December 2015 | ||||||
| Net asset value | 5,199,700 | 1,560,800 | 1,525,200 | |||||
| Net asset value – fully diluted per share | 0.96p | 0.57p | 0.41p | |||||
| Closing share price | 3.45p | 0.975p | 0.875p | |||||
| Market capitalisation | £19,666,000 | £2,961,000 | £3,278,000 | |||||
Chairman’s Statement
The half year ended 30 June 2016 was a period of significant advancement for the Company, most notably with the discovery of a major copper-silver deposit at the Company's Botswanan JV.
The Botswanan discovery has dominated the headlines for Metal Tiger which is understandable, however this has meant other material developments in our business have been somewhat overshadowed.
The half-year saw our Thai JV business flourish; with finance from London, extremely capable in-country management, a growing technical team and some exceptional geological exploration and mining opportunities. For Thailand, the half-year in particular meant extensive due diligence and preparatory work leading into a commercial agreement to permit, refurbish and reinstate two high grade silver-lead-zinc mines which was signed in August 2016.
In Spain, we completed the work from our 2015 programme, successfully exploring and finding tungsten deposits and gold mineralisation at our Logrosan JV. The success from 2015 meant an expansion of our investing activities with the acquisition of an interest in the gold focused Maria Project in May 2016.
We continue to hold interests with Kibo Mining plc (LON:KIBO) in Tanzanian Uranium & Gold and Eurasia Mining in Russian Gold (LON:EUA). Further updates in respect of these projects will be provided shortly.
The Company also has a burgeoning pipeline of new opportunities which as yet have not been made public. This pipeline offers a rich source of mineral opportunities across precious, base, strategic and energy metals and also in fintech opportunities relating to the precious metals sector.
Rapid advancement of Metal Projects have been matched by a rapid growth of the Company's Asset Trading business which has demonstrated investment gains of circa £2.13m in the half year. This is an outstanding result and has enabled the business, together with two fund raising rounds to build its working capital and a much stronger balance sheet.
In August, we published a summary of the Company's Current Asset position demonstrating the underlying financial strength of our business. As the resource sector recovery continues we expect to make further substantial gains in our Asset Trading division.
During the half year and shortly after Metal Tiger has built notifiable positions in Connemara Mining (LON:CON), Conroy Gold (LON:CGNR), Goldstone Resources (LON:GRL), Greatland Gold (LON:GGP), MetalNRG (ISDX:MNRG), MOD Resources (ASX:MOD), Opera Investments (LON:OPRA), Orsu Metals (LON:OSU), Red Rock Resources (LON:RRR) and Thor Mining (LON:THR, ASX:THR). These holdings provide strategic exposure for Metal Tiger to a resource sector recovery and were acquired during what we consider has been a low phase in resource markets.
The potential upside from our Asset Trading division has been further enhanced by the acquisition of equity warrants during our participation in strategic financings. The Company now holds material equity warrants in eleven resource companies and expects these instruments to deliver significant value in the short to medium term.
The Company has been supported by high net worth investors from whom just under £1.5m was raised in secondary financings in the half year and a further £1.1m was raised in August 2016. In addition, £1.6m has been raised through warrant conversions to date in 2016. We are grateful for that support and the additional money raised has enabled us to embolden our investing activities by accelerating work programmes, undertaking additional specific investments and accessing a wider range of opportunities.
Metal Tiger is in a fortunate position. However, we face a number of key challenges that will determine how fast we can develop as a Company and therefore the pace of value generation for shareholders.
Firstly, among the key challenges, we can easily grow the scale and diversity of Metal Tiger by bringing in additional investment opportunities. Although that scale and diversity may be appealing, we are minded that size is not the sole determinant of success. Growth needs to deliver value. So we have been reviewing the structure of our business to ensure we maximise focus on our key businesses, whilst supporting, nurturing and ultimately spinning-out non-core interests.
Another key challenge is our burgeoning pipeline of opportunities. This pipeline has been built on the experience and connections of the board, but also with a good degree of hard work and effort by the team. We will not let this value slip away, and despite the rapid growth of activity in the company, we are creating a route to securing value for Metal Tiger shareholders from our pipeline. So where the Board sees value, we are working on the injection of projects either into other AIM vehicles, or where appropriate, vehicles on other exchanges or platforms. This is time consuming work but the value returned can be disproportionately high to the underlying effort, particularly when managing such transactions from what the Board sees as the bottom of the resource market.
Finally, an important note of thanks to all our advisers and partners. Metal Tiger, and any success it achieves, depends resolutely on the support and assistance of those engaged and working with us. Moreover, thank you to our shareholders, many of whom have been with the Company throughout the past two years.
Metal Tiger operates in what is often termed a high-risk sector. By definition therefore, investors can and should expect a high return investment and that is what we are focused on delivering whilst managing the business risks incumbent in our industry.
We are working hard and trust we will continue to deliver the kind of business progress that can make a difference in investors' lives with real value from our work being distributed into the hands of the shareholders who continue to support us.
Terry Grammer, Chairman
Condensed Statement of Comprehensive Income
For the six months ended 30 June 2016
| Consolidated | Company (see note 2) | ||||||||
|
| Notes | Unaudited Six months Ended 30 June 2016 £’000 | Unaudited Six months ended 30 June 2015 £’000 | Audited Year ended 31 December 2015 £’000 | |||||
| Commissions received | - | - | 31.7 | ||||||
| Net gains on disposal of investments | 78.8 | 840.6 | 1,149.5 | ||||||
| Movement in fair value of investments held for trading | 2,056.4 | (306.3) | (729.1) | ||||||
| Share of post tax losses of equity accounted associates | (7.1) | - | (8.8) | ||||||
| Share of post tax losses of equity accounted jointventures | (53.8) | - | (72.8) | ||||||
| Provision against cost of joint venture investments | (216.3) | - | (83.1) | ||||||
| Investment income | 0.2 | - | 0.1 | ||||||
| Net gain on investments | 3 | 1,858.2 | 534.3 | 287.5 | |||||
| Administrative expenses | (1,486.8) | (435.1) | (886.6) | ||||||
| Bargain purchase on acquisition of subsidiary | 6 | 178.4 | - | - | |||||
| Operating profit/(loss) | 549.8 | 98.8 | (599.1) | ||||||
| Finance costs | (0.1) | - | - | ||||||
| Finance income | 0.1 | - | - | ||||||
| Profit/(loss) before taxation | 3 | 549.8 | 98.8 | (599.1) | |||||
| Tax on profit/(loss) on ordinary activities | 4 | - | - | - | |||||
| Profit/(loss) on ordinary activities after taxation | 549.8 | 98.8 | (599.1) | ||||||
| Other comprehensive income: | |||||||||
| Exchange differences on translation of foreign operations | 9.6 | - | - | ||||||
| Total comprehensive profit/(loss) for the period | 559.4 | 98.8 | (599.1) | ||||||
| Profit/(loss) for the period attributable to: | |||||||||
| Owners of the parent | 583.1 | 98.8 | (599.1) | ||||||
| Non-controlling interest | (33.3) | - | - | ||||||
| 549.8 | 98.8 | (599.1) | |||||||
| Total comprehensive income/(loss) for the period attributable to: | |||||||||
| Owners of the parent | 671.6 | 98.8 | (599.1) | ||||||
| Non-controlling interest | (112.2) | - | - | ||||||
| 559.4 | 98.8 | (599.1) | |||||||
| Earnings per share | |||||||||
| Basic earnings/(loss) per share | 5 | 0.11p | 0.04p | (0.2p) | |||||
| Fully diluted earnings/(loss) per share | 5 | 0.10p | 0.04p | (0.2p) | |||||
Condensed Consolidated Statement of Financial Position
At 30 June 2016
| Consolidated | Company (see note 2) | ||||||||
| Notes | Unaudited 30 June 2016 £’000 | Unaudited 30 June 2015 £’000 | Audited 31 December 2015 £’000 | ||||||
| Non‐current assets | |||||||||
| Property, plant and equipment | 19.5 | - | - | ||||||
| Investment in associates | 204.7 | - | 58.4 | ||||||
| Investment in joint ventures | 340.1 | 319.8 | 408.5 | ||||||
| Other non-current assets | 49.6 | - | - | ||||||
| 613.9 | 319.8 | 466.9 | |||||||
| Current assets | |||||||||
| Investments held for trading | 3,745.4 | 949.8 | 692.9 | ||||||
| Trade and other receivables | 390.2 | 24.4 | 104.1 | ||||||
| Cash and cash equivalents | 808.2 | 538.7 | 353.9 | ||||||
| Total current assets | 4,943.8 | 1,512.9 | 1,150.9 | ||||||
| Current liabilities | |||||||||
| Trade and other payables | (173.5) | (271.9) | (92.6) | ||||||
| Total current liabilities | (173.5) | (271.9) | (92.6) | ||||||
| Net current assets | 4770.3 | 1,241.0 | 1,058.3 | ||||||
| Non-current liabilities | |||||||||
| Trade and other payables | (131.5) | - | - | ||||||
| Contingent consideration | 6 | (53.0) | - | - | |||||
| Total non-current liabilities | (184.5) | - | - | ||||||
| Net assets | 5,199.7 | 1,560.8 | 1,525.2 | ||||||
| Capital and reserves | |||||||||
| Called up share capital | 669.8 | 643.2 | 650.3 | ||||||
| Share premium account | 7,907.3 | 4,126.7 | 4,428.9 | ||||||
| Share based payment reserve | 514.2 | 71.6 | 155.3 | ||||||
| Warrant reserve | 390.1 | - | 269.3 | ||||||
| Translation reserve | 88.5 | - | - | ||||||
| Profit and loss account | (3,409.0) | (3,280.7) | (3,978.6) | ||||||
| Total shareholders’ funds | 6,160.9 | 1,560.8 | 1,525.2 | ||||||
| Equity non-controlling interests | (961.2) | - | - | ||||||
| Total equity | 5,199.7 | 1,560.8 | 1,525.2 | ||||||
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2016 (unaudited)
| Called up share capital £’000 | Share premium account £’000 | Share based payment reserve £’000 | Warrant reserve£’000 | Translation reserve£’000 | Retained losses £’000 | Total equity shareholders’ funds £’000 | Non-controlling interests£’000 | Total equity£’000 | |||||||||||
| Balance at 1 January 2015 | 637.9 | 3,700.9 | 71.6 | - | - | (3,379.5) | 1,030.9 | - | 1,030.9 | ||||||||||
| Profit for the period and total comprehensive income | - | - | - | - | - | 98.8 | 98.8 | - | 98.8 | ||||||||||
| Cost of share based payments | - | - | - | - | - | - | - | - | |||||||||||
| Issue of new shares | 5.3 | 469.7 | - | - | - | - | 475.0 | - | 475.0 | ||||||||||
| Share issue costs | (43.9) | - | - | - | - | (43.9) | - | (43.9) | |||||||||||
| Balance at 30 June 2015 | 643.2 | 4,126.7 | 71.6 | - | - | (3,280.7) | 1,560.8 | - | 1,560.8 | ||||||||||
| Loss for the period and total comprehensive income | - | - | - | - | - | (697.9) | (697.9) | - | (697.9) | ||||||||||
| Issue of new shares | 7.1 | 300.3 | - | 269.3 | - | - | 576.7 | - | 576.7 | ||||||||||
| Share issue costs | - | 1.9 | - | - | - | - | 1.9 | - | 1.9 | ||||||||||
| Cost of share based payments | - | - | 83.7 | - | - | - | 83.7 | - | 83.7 | ||||||||||
| Balance at 31 December 2015 | 650.3 | 4,428.9 | 155.3 | 269.3 | - | (3,978.6) | 1,525.2 | - | 1,525.2 | ||||||||||
| Adjustment to incorporate previously unconsolidatedsubsidiaries (see note 2) | - | - | - | - | - | (13.5) | (13.5) | - | (13.5) | ||||||||||
| Profit for the period | - | - | - | - | - | 583.1 | 583.1 | (33.3) | 549.8 | ||||||||||
| Other comprehensive income | - | - | - | - | 88.5 | - | 88.5 | (78.9) | 9.6 | ||||||||||
| Total comprehensive income | - | - | - | - | 88.5 | 583.1 | 671.6 | (112.2) | 559.4 | ||||||||||
| Acquisition of subsidiary (see note 6) | - | - | - | 68.4 | - | - | 68.4 | (849.0) | (780.6) | ||||||||||
| Issue of new shares | 19.5 | 3,316.5 | - | 264.6 | - | - | 3,600.6 | - | 3,600.6 | ||||||||||
| Exercise of warrants in relation to new share issues | - | 212.2 | - | (212.2) | - | - | - | - | |||||||||||
| Share issue costs | - | (50.3) | - | - | - | - | (50.3) | - | (50.3) | ||||||||||
| Cost of share based payments | - | - | 358.9 | - | - | - | 358.9 | - | 358.9 | ||||||||||
| Total changes directly to equity | 19.5 | 3,478.4 | 358.9 | 120.8 | - | - | 3,977.6 | (849.0) | 3,128.6 | ||||||||||
| Balance at 30 June 2016 | 669.8 | 7,907.3 | 514.2 | 390.1 | 88.5 | (3,409.0) | 6,160.9 | (961.2) | 5,199.7 | ||||||||||
Condensed Statement of Cash Flows
For the six months ended 30 June 2016
| Consolidated | Company (see note 2) | ||||||||
| Unaudited Six months ended 30 June 2016 £’000 | Unaudited Six months ended 30 June 2015 £’000 | Audited Year ended 31 December 2015 £’000 | |||||||
| Cash flows from operating activities | |||||||||
| Profit/(loss) before taxation | 549.8 | 98.8 | (599.1) | ||||||
| Adjustments for: | |||||||||
| Profit on disposal of trading investments | (78.8) | (840.6) | (1,149.5) | ||||||
| Movement in fair value of investments | (2,056.4) | 306.3 | 729.1 | ||||||
| Share of post tax losses of equity accounted investments | 7.1 | - | 8.8 | ||||||
| Share of post tax losses of equity accounted joint ventures | 53.8 | - | 72.8 | ||||||
| Movement in provision against joint venture investments | 216.3 | - | 83.1 | ||||||
| Share based payment charge for year | 358.9 | - | 83.7 | ||||||
| Equity settled trading liabilities | 77.9 | - | - | ||||||
| Depreciation | 1.0 | - | - | ||||||
| Bargain purchase on acquisition | (178.4) | - | - | ||||||
| Finance income | (0.3) | - | (0.1) | ||||||
| Finance costs | 0.1 | - | - | ||||||
| Operating cash flow before working capital changes | (1,049.0) | (435.5) | (771.2) | ||||||
| Increase in trade and other receivables | (202.7) | (1.1) | (80.7) | ||||||
| Increase/(decrease) in trade and other payables | 64.6 | 173.3 | (6.0) | ||||||
| Unrealised foreign exchange gains | (6.0) | - | - | ||||||
| Net cash outflow from operating activities | (1,193.1) | (263.3) | (857.9) | ||||||
| Cash flow from Investing activities | |||||||||
| Proceeds from investment disposals | 367.4 | 1,169.8 | 1,812.3 | ||||||
| Purchase of investment in subsidiary | (164.2) | - | - | ||||||
| Purchase of investment in, and loans to, associates | (153.4) | - | (67.1) | ||||||
| Purchase of investment in, and loans to, joint ventures | (296.1) | - | (529.2) | ||||||
| Purchase of investments held for trading | (1,134.7) | (984.3) | (1,199.4) | ||||||
| Purchase of fixed assets | (16.8) | - | - | ||||||
| Finance income | 0.3 | - | 0.1 | ||||||
| Cash acquired with subsidiary undertakings | 5.2 | - | - | ||||||
| Net cash (outflow)/inflow from investing activities | (1,392.3) | 185.5 | 16.7 | ||||||
| Cash flows from financing activities | |||||||||
| Net proceeds from share issues | 3,030.6 | 431.1 | 1,009.7 | ||||||
| Interest paid | (0.1) | - | - | ||||||
| Net cash inflow from financing activities | 3,030.5 | 431.1 | 1,009.7 | ||||||
| Net increase in cash in the period | 445.1 | 353.3 | 168.5 | ||||||
| Cash and cash equivalents at beginning of period | 353.9 | 185.4 | 185.4 | ||||||
| Effect of exchange rate changes | 9.2 | - | - | ||||||
| Cash and cash equivalents at end of period | 808.2 | 538.7 | 353.9 | ||||||
Notes to the unaudited interim accounts
For the six months ended 30 June 2016
1. Basis of preparation
The financial statements included in the interim accounts have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards (IFRS).
The principal accounting policies used in preparing these interim accounts are those expected to apply in the Company’s Financial Statements for the year ending 31 December 2016. These are unchanged from those disclosed in the Company’s Annual Report for the year ended 31 December 2015 except for the inclusion of additional policies, consequent on the acquisition and consolidation of SouthEast Asia Exploration and Mining Co. Ltd. as set out in note 2 below.
The interim accounts were approved by the Board of Metal Tiger on 29 September 2016. The interim financial information for the six months ended 30 June 2016 does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006 and is unaudited. The comparatives for the year ended 31 December 2015 are not the Company’s full statutory accounts for that period. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditors’ report on those accounts was unqualified and did not contain statements under sections 498(2) or (3) of the Companies Act 2006. Copies of the accounts for the year ended 31 December 2015 are available on the Company’s website (www.metaltigerplc.com).
2. Accounting policies
The principal accounting policies are:
Basis of preparation
The Consolidated Statement of Comprehensive Income and Statement of Financial Position include the financial statements of the Company and its subsidiary undertakings made up to 30 June 2016.
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Profit or loss and each component of other comprehensive income are attributed to the equity holders of the parent of the Group and to non-controlling interests, even if this results in non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in ownership interest of a subsidiary without a loss of control is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:
derecognises the assets (including goodwill) and liabilities of the subsidiary derecognises the carrying amount of any non-controlling interests derecognises the cumulative translation differences recorded in equity recognises the fair value of the consideration received recognises the fair value of any investment retained recognises any surplus or deficit in the Statement of Comprehensive Income reclassifies the parent’s share of components previously recognised in other comprehensive income to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities.When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may require that the amounts previously recognised in other comprehensive income be reclassified to profit or loss.
At 30 June 2015 and 31 December 2015 the Company’s subsidiaries either had not commenced operations or had no material assets or liabilities. Consequently, no consolidated financial statements were prepared on the basis that in accordance with section 405 of the Companies Act 2006 the inclusion of these companies was not material for the purpose of giving a true and fair view. The figures included in the interim financial statement in respect of those two periods have not been restated for the same reasons.
Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at fair value at the date of acquisition and the amount of any non-controlling interest in the acquired entity. Non-controlling interests (‘NCI’) may be initially measured either at fair value or at the NCI’s proportionate share of the recognised amounts of the acquiree’s identifiable net assets or net liabilities. The choice of measurement basis is made on a transaction-by-transaction basis. Acquisition costs incurred are expensed and included in administrative expenses except where they relate to the issue of debt or equity instruments in connection with the acquisition, in which case they are included in finance costs.
When the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss. It is then considered in determination of goodwill.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Any subsequent changes to the fair value of the contingent consideration are adjusted against the cost of the acquisition if they occur within the measurement period of 12 months following the date of acquisition. Any subsequent changes to the fair value of the contingent consideration after the measurement period are recognised in the Income Statement. Contingent consideration that is classified as equity is not re-measured and subsequent settlement is accounted for within equity.
Going concern
The interim financial statements have been prepared on the going concern basis as, in the opinion of the Directors, at the time of approving the interim financial statements, there is a reasonable expectation that the Company will continue in operational existence for the foreseeable future. The interim financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.
3. Segmental reporting
Divisional segments
| Six months ended 30 June 2016Consolidated | Asset Trading£’000 | Metal Projects£’000 | Centralcosts£’000 | Total£’000 | |||||
| COMPREHENSIVE INCOME: | |||||||||
| Net gain/(loss) on investments | 2,135.2 | (277.2) | 0.2 | 1,858.2 | |||||
| Administrative expenses | (40.5) | (785.3) | (661.0) | (1,486.8) | |||||
| Bargain purchase on acquisition of subsidiary | - | 178.4 | - | 178.4 | |||||
| Operating profit/(loss) for the period | 2,094.7 | (884.1) | (660.8) | 549.8 | |||||
| Net finance income/(cost) | - | 0.1 | (0.1) | ||||||
| Profit/(loss) on ordinary activities before taxation | 2,094.7 | (884.0) | (660.9) | 549.8 | |||||
| Taxation | - | - | - | - | |||||
| Profit/(loss) for the period after taxation | 2,094.7 | (884.0) | (660.9) | 549.8 | |||||
| FINANCIAL POSITION: | |||||||||
| Property, plant and equipment | - | 19.5 | - | 19.5 | |||||
| Investment in associates | - | 204.7 | - | 204.7 | |||||
| Investment in joint ventures | - | 340.1 | - | 340.1 | |||||
| Other non-current assets | - | 49.6 | - | 49.6 | |||||
| Total non-current assets | - | 613.9 | - | 613.9 | |||||
| Current assets | 3,755.9 | 220.8 | 967.1 | 4,943.8 | |||||
| Current liabilities | (0.5) | (70.6) | (102.4) | (173.5) | |||||
| Net current assets | 3,755.4 | 150.2 | 864.7 | 4,770.3 | |||||
| Non-current liabilities | - | (184.5) | - | (184.5) | |||||
| Net assets | 3,755.4 | 579.6 | 864.7 | 5,199.7 | |||||
| Six months ended 30 June 2015Company (see note 2) | AssetTrading£’000 | MetalProjects£’000 | Centralcosts£’000 | Total£’000 | |||||
| COMPREHENSIVE INCOME: | |||||||||
| Net gain on investments | 534.3 | - | - | 534.3 | |||||
| Administrative expenses | (15.0) | (212.2) | (208.3) | (435.5) | |||||
| Gain/(loss) for the period before taxation | 519.3 | (212.2) | (208.3) | 98.8 | |||||
| Taxation | - | - | - | - | |||||
| Gain/(loss) for the period after taxation | 519.3 | (212.2) | (208.3) | 98.8 | |||||
| FINANCIAL POSITION: | |||||||||
| Investment in associates | - | - | - | - | |||||
| Investment in joint ventures | - | 319.8 | - | 319.8 | |||||
| Total non-current assets | - | 319.8 | - | 319.8 | |||||
| Current assets | 1,158.5 | - | 354.4 | 1,512.9 | |||||
| Current liabilities | (0.4) | (2.5) | (269.0) | (271.9) | |||||
| Net current assets | 1,158.1 | (2.5) | 85.4 | 1,241.0 | |||||
| Non-current liabilities | - | - | - | - | |||||
| Net assets | 1,158.1 | 317.3 | 85.4 | 1,560.8 | |||||
| Year ended 31 December 2015Company (see note 2) | AssetTrading£’000 | MetalProjects£’000 | Centralcosts£’000 | Total£’000 | |||||
| COMPREHENSIVE INCOME: | |||||||||
| Net gain/(loss) on investments | 420.4 | (133.0) | 0.1 | 287.5 | |||||
| Administrative expenses | (38.6) | (440.1) | (407.8) | (886.6) | |||||
| Gain/(loss) for the period before taxation | 381.8 | (573.1) | (407.7) | (599.1) | |||||
| Taxation | - | - | - | - | |||||
| Gain/(loss) for the period after taxation | 381.8 | (573.1) | (407.7) | (599.1) | |||||
| FINANCIAL POSITION: | |||||||||
| Investment in associates | - | 58.4 | - | 58.4 | |||||
| Investment in joint ventures | - | 408.5 | - | 408.5 | |||||
| Total non-current assets | - | 466.9 | - | 466.9 | |||||
| Current assets | 768.4 | 6.6 | 375.9 | 1,150.9 | |||||
| Current liabilities | (0.3) | (5.3) | (87.0) | (92.6) | |||||
| Net current assets | 768.1 | 1.3 | 288.9 | 1,058.3 | |||||
| Non-current liabilities | - | - | - | - | |||||
| Net assets | 768.1 | 468.2 | 288.9 | 1,525.2 | |||||
The Asset Trading division was previously named Direct Equities and the Metal Projects division, Direct Projects.
Geographical segments
The analysis of results by geographic region, based on the location of the operating company, is as follows:
| Six months ended 30 June 2016Consolidated | UK£’000 | EMEA£’000 | Asia-Pacific£’000 | Australasia£’000 | Total£’000 | ||||||
| COMPREHENSIVE INCOME: | |||||||||||
| Net gains on disposal of investments | 78.8 | - | - | - | 78.8 | ||||||
| Movement in fair value of investments held fortrading | 1,298.4 | - | - | 758.0 | 2,056.4 | ||||||
| Share of post tax losses of equity accountedassociates | - | (7.1) | - | - | (7.1) | ||||||
| Share of post tax losses of equity accounted jointventures | - | (53.6) | (0.2) | - | (53.8) | ||||||
| Provision against cost of joint venture investments | - | (216.3) | - | - | (216.3) | ||||||
| Investment income | 0.2 | - | - | - | 0.2 | ||||||
| Net gain/(loss) on investments | 1,377.4 | (277.0) | (0.2) | 758.0 | 1,858.2 | ||||||
| Profit/(loss for the period before taxation | 100.8 | (279.4) | (29.6) | 758.0 | 549.9 | ||||||
| Taxation | - | - | - | - | - | ||||||
| Profit/(loss for the period after taxation | 100.8 | (279.4) | (29.6) | 758.0 | 549.9 | ||||||
| FINANCIAL POSITION: | |||||||||||
| Non-current assets | - | 544.8 | 69.1 | - | 613.9 | ||||||
| Current assets | 3,738.7 | - | 220.8 | 984.3 | 4,943.8 | ||||||
| Current liabilities | (120.7) | - | (52.8) | - | (173.5) | ||||||
| Non-current liabilities | - | - | (184.5) | - | (184.5) | ||||||
| Net assets | 3,618.0 | 544.8 | 52.6 | 984.3 | 5,199.7 | ||||||
In 2015 all revenues were derived from the UK. Non-current assets and liabilities primarily related to the Company’s investments in Thailand and Spain.
4. Taxation
No corporation tax charge arises in the period as a result of utilisation of past losses. No deferred tax asset has been recognised in respect of remaining losses as the Directors cannot be certain that future profits will be sufficient for this asset to be recognised.
5. Earnings/Loss per share
| Consolidated | Company (see note 2) | ||||||
| Unaudited Six months ended 30 June 2016 £’000 | Unaudited Six months ended 30 June 2015 £’000 | Audited Year ended 31 December 2015 £’000 | |||||
| Profit/(loss) attributable to equity holders of the Company | 549.8 | 98.8 | (599.1) | ||||
| Shares used for calculation of basic EPS | 481,556,696 | 259,175,411 | 291,007,385 | ||||
| Shares used for calculation of fully diluted EPS | 541,680,323 | 274,850,411 | 291,007,385 | ||||
| Earnings/Loss per share | |||||||
| Basic earnings/(loss) per share | 0.11p | 0.04p | (0.2p) | ||||
| Fully diluted earnings/(loss) per share | 0.10p | 0.04p | (0.2p) | ||||
6. Acquisition of subsidiary
On 16 February 2016, the Company exercised its option to acquire the remainder of the Thai based assets of SouthEast Asia Mining Corporation (“SEAM”), comprising its investment in SouthEast Asia Exploration and Mining Co. Ltd and certain fellow subsidiaries, to provide an increased portfolio of precious metal interest in Thailand. The consideration was a cash payment of US$200,000 and a payment of US$300,000 in 23,799,000 new Ordinary Shares of the Company. A potential further cash payment of US$100,000, a US$60,000 working capital contribution and issue of 23,799,000 warrants over the Company’s Ordinary shares at an exercise price of 1.74p per share may be issued subject to SEAM being granted its primary target prospecting licence 1/2557 in the Kanchanaburi province in Western Thailand.
As a result of this acquisition, the Company has acquired the following interests in subsidiaries, all of which are based and operate in Thailand:
| Effective interest | ||
| SouthEast Asia Exploration and Mining Co. Ltd. (subsequently renamed Metal TigerExploration and Mining Co. Ltd.) | 90% | |
| SouthEast Asia Mining Co. Ltd. (subsequently renamed Metal Tiger Mining Co. Ltd.) | 78.4% | |
| SouthEast Asia Resources Co. Ltd. (subsequently renamed Metal Group Co. Ltd.) | 94.9% | |
| Tiger Minerals Co. Ltd. (subsequently renamed Metal Tiger (Thailand) Co. Ltd.)* | 91% | |
| Tiger Resources Co. Ltd. (subsequently renamed Metal Tiger Resources Co. Ltd.)* | 91% | |
\* Tiger Minerals Co. Ltd. and Tiger Resources Co. Ltd were, prior to 16 February 2016, joint venture interests of the Company in which the Company had a 10% interest.
An initial assessment of the fair value of the net assets acquired has been undertaken but this is subject to further review and, accordingly, adjustments may be made to the following figures, which have been incorporated into the interim financial statements, at the year end.
The following table summarises the recognised amounts of assets and liabilities assumed on acquisition:
| At 16 February 2016 | |||||||
| Book value£’000 | Acquisition adjustments£’000 | Consolidated £’000 | |||||
| Non‐current assets | |||||||
| Property, plant and equipment | 2.4 | - | 2.4 | ||||
| Investment in joint ventures | 18.6 | - | 18.6 | ||||
| 21.0 | - | 21.0 | |||||
| Current assets | |||||||
| Trade and other receivables | 101.0 | - | 101.0 | ||||
| Cash and cash equivalents | 5.2 | - | 5.2 | ||||
| Total current assets | 106.2 | - | 106.2 | ||||
| Current liabilities | |||||||
| Trade and other payables | (38.4) | - | (38.4) | ||||
| Net current assets | 67.8 | - | 67.8 | ||||
| Non-current liabilities | (7,411.3) | 7,369.3 | (41.9) | ||||
| Net assets/(liabilities) | (7,322.5) | 7,369.3 | 46.8 | ||||
| Less: | |||||||
| Equity non-controlling interests | 849.0 | - | 849.0 | ||||
| Interests already held via joint venture investments | (139.2) | - | (139.2) | ||||
| Net assets/(liabilities) acquired | (6,612.7) | 7,369.3 | 756.6 | ||||
The adjustment on acquisition relates to a long term loan receivable by the vendor from an acquire subsidiary taken over the Group on acquisition.
| Consideration for the acquisition was as follows: | £’000 | |||
| Cash paid | 164.2 | |||
| Shares issued | 214.2 | |||
| Provision for future cash payment | 131.4 | |||
| Provision for issue of warrants | 68.4 | |||
| Consideration paid | 578.2 | |||
The premium on purchase recognised in the Statement of Comprehensive Income is as follows:
| £’000 | |||||
| Net assets acquired | 756.6 | ||||
| Consideration | (578.2) | ||||
| Bargain purchase recognised in arriving at the profit for the period | 178.4 | ||||
The results for the period include operating losses of £158,600 in respect of the acquired operations for the period since acquisition and excluding the bargain purchase on acquisition. If this acquisition had taken place at the beginning of the year, management estimates that losses from continuing operations before tax would have been £34,300 higher.
7. Share options
During the period, options over 23,250,000 ordinary shares in the Company were granted to directors and staff under the Company’s share option schemes, resulting in a charge to operating profit for the year of £358,900 (six months ended 30/6/2015: £nil; year ended 31/12/2015: £83,700).
The fair values of options granted during the period were determined using the Black-Scholes pricing model. The significant inputs to the model in respect of the options were as follows:
| Non-EMI scheme | EMI scheme | EMI scheme | |||||
| Date of granted | 3/3/2016 | 22/6/2016 | 22/6/2016 | ||||
| Number of options granted | 10,000,000 | 7,500,000 | 5,750,000 | ||||
| Share price on date of grant | 1.175p | 3.25p | 3.25p | ||||
| Exercise price per share | 2.00p | 1.70p | 2.00p | ||||
| Risk free rate | 1% | 1% | 1% | ||||
| Expected volatility | 87% | 98% | 98% | ||||
| Life of option | 3 years | 3 years | 3 years | ||||
| Calculated fair value of option | 0.51p | 2.37p | 2.28p | ||||
8. Distribution of Interim Report and Registered Office
A copy of the Interim Report will be available shortly on the Company’s website, www.metaltigerplc.com, in accordance with rule 26 of the AIM Rules for Companies; and copies will be available from the Company’s registered office, 107 Cheapside, London EC2V 6DN.
For further information on the Company, visit: www.metaltigerplc.com:
| Paul Johnson (ChiefExecutive Officer) | Tel: +44 (0)7766 465 617 | |||
| Terry Grammer (Non-Executive Chairman) | Tel: +44 (0)207 099 0738 | |||
| Sean Wyndham-Quin Neil Baldwin Nick Emerson Andy Thacker | Spark Advisory Partners Limited (Nominated Adviser) SI Capital (Sole Broker) | Tel: +44 (0) 2033 683 555
www.sparkadvisorypartners.com Tel: +44 (0) 1483 413 500 | ||
Notes to Editors:
Metal Tiger plc is listed on the London Stock Exchange AIM Market (“AIM”) with the trading code MTR and invests in high potential mineral projects with a precious and strategic metals focus.
The Company’s target is to deliver a very high return for shareholders by investing in significantly undervalued and/or high potential opportunities in the mineral exploration and development sector timed to coincide, where possible, with a cyclical recovery in the exploration and mining markets. The Company’s key strategic objective is to ensure the distribution to shareholders of major returns achieved from disposals.
Metal Tiger’s Metal Projects Division is focused on the development of its key project interests in Botswana, Spain and Thailand. In Botswana Metal Tiger has a growing interest in the large and highly prospective Kalahari copper/silver belt. In Spain Metal Tiger the Company has tungsten and gold interests in the highly mineralised Extremadura region. In Thailand Metal Tiger has expanding interests over licences, applications and critical historical data covering antimony, copper, gold, silver, lead and zinc opportunities.
The Company has access to a diverse pipeline of new opportunities focused on the natural resource sector including physical resource projects, new natural resource centred technologies and resource sector related fintech opportunities. Pipeline projects deemed commercially viable may be undertaken by Metal Tiger or by an ISDX or AIM partner with whom the Company is engaged.
Metal Tiger also has an Asset Trading Division that holds various financial instruments for trading purposes including equities, warrants and royalty income. The aim of the division is to generate profits to reinvest into the Company’s project based activities.
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