16 Jun 2014 15:55
Brady Exploration plc
(to be renamed Metal Tiger plc)
("Brady" or the "Company")
Audited results for the year ended 31 December 2013
Brady Exploration plc, the natural resources focused investing company, announces its audited results for the year ended 31 December 2013.
Enquiries:
Brady Exploration plc
Alex Borrelli, Chairman +44 7747 020 600
Allenby Capital Limited
(Nominated adviser and joint broker)
Nick Naylor / Nick Athanas / Michael McNeilly +44 20 3328 5656
Peterhouse Corporate Finance
(Joint broker)
Lucy Williams +44 20 7469 0935
Chairman's Statement
I am pleased to report on the Company's audited results for the year ended 31 December 2013.
The results for the year show a loss before taxation of £190,568, principally comprising administrative expenses, and a loss per share of 0.3p. Net assets at 31 December 2013 amounted to £54,016 while cash and cash equivalents, at that date, were £14,389. The directors have maintained general overheads at a very modest level while focusing the Company's resources on pursuing a suitable reverse acquisition for the Company with the inherent due diligence costs that necessarily arise. Shareholders should note that it is a difficult balance to allocate resources in such pursuit while simultaneously protecting the Company's resources as well as the listing and I believe we have achieved a very satisfactory outcome for shareholders given such constraints.
Developments during the year and subsequent to the year end are set out within the Strategic Report.
I look forward to updating shareholders on our progress following the proposed fund raising and our new investing focus on projects in South East Asia and mining projects in production.
Alex Borrelli
Chairman
13 June 2014
Strategic Report
RESULTS
The results of the Company for the year ended 31 December 2013 show a loss before taxation for the year ended 31 December 2013 of £190,568 (2012 - £237,035).
REVIEW OF THE BUSINESS
The Directors have continued with the policy to invest in companies that are active in the natural resources sector.
On 30 April 2013, the Company announced that it was at an advanced stage of acquiring the entire issued share capital of Energy Equity Resources (Norway) Limited ("EER"), a UK incorporated company with oil and gas interests in Nigeria, in conjunction with a fund raising and conditional upon shareholder approval. The proposed acquisition would have constituted a reverse takeover under the AIM Rules. Simultaneous with the announcement of the proposed acquisition, the Company's shares were suspended from trading on AIM.
On 12 December 2013, the Company announced that, while the proposed acquisition was at an advanced stage, it had not been possible to complete the necessary equity fundraising in the time available to the Company to effect such a transaction. Consequently, the Company and EER decided to terminate discussions in relation to the proposed acquisition. Accordingly, the suspension of trading in the Company's shares was lifted and it re-commenced on 12 December 2013.
As outlined in the Company's interim results announced on 30 September 2013, the Company and EER had entered into a cost agreement whereby, in the event that the proposed acquisition did not proceed, in certain circumstances, the costs incurred by the Company would be reimbursed by EER. The Company announced on 22 January 2014 that it was in active and continued dialogue with EER with regard to the full reimbursement of such costs, which currently amount to £221,000, and that EER fully recognised this liability. On 4 April 2014, the Company announced that it had received £50,000 in cash from EER in part payment of the total amount owed by EER. The directors remain confident that the outstanding debt will be repaid in full by EER although the exact timing of such repayment remains to be agreed.
FUTURE DEVELOPMENTS
On 21 May 2014, the Company also announced that it proposed to raise £400,000 (before expenses) by way of a conditional subscription for new ordinary shares in order to pursue a similar investing policy but focused on projects in South East Asia and mining projects in production. The Board will be strengthened with the appointment of Cameron Parry as Chief Executive Officer and Paul Johnson as a non-executive director while Nicholas Lee will be stepping down from the Board to whom I am grateful for his contribution to the Company. The Company's name will be changed to Metal Tiger plc. We believe the new management is well placed to access opportunities in line with the new investing policy.
KEY PERFORMANCE INDICATORS
The key performance indicators are set out below:
COMPANY STATISTICS | 31 December 2013 | 31 December 2012 | Change %
|
Net asset value | £54,016 | £227,160 | -76% |
Net asset value - fully diluted per share | 0.09p | 0.37p | -76% |
Closing share price | 0.7p | 0.8p | -13% |
Share price premium to net asset value - fully diluted | 87% | 54% | 61% |
Market capitalisation | £433,341 | £495,246 | -13% |
PRINCIPAL RISKS AND UNCERTAINTIES
The main business risk is considered to be investment risk. The Directors intend to mitigate this risk by carrying out a comprehensive and thorough project review of any potential investment in which all material aspects will be subject to rigorous due diligence. The Directors believe that the Company has sufficient cash resources to pursue its investment strategy.
GOING CONCERN
As disclosed in Note 2 of the accounts, after making enquiries, the Directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future through the receipt of outstanding debtors and additional financing. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
Brady Exploration plc
Statement of Comprehensive Income for the year ended 31 December 2013
2013 | 2012 | |
£ | £ | |
Loss on disposal of investments | (29,875) | (5,909) |
Movement in fair value of investments | 13,300 | (13,300) |
Net loss on investments | (16,575) | (19,209) |
Administrative expenses | (169,966) | (218,814) |
OPERATING LOSS | (186,541) | (238,023) |
Finance income | - | 1,611 |
Finance costs | (4,027) | (623) |
LOSS FOR THE YEAR BEFORE TAXATION | (190,568) | (237,035) |
Tax on loss on ordinary activities | - | - |
NET LOSS AND TOTAL COMPREHENSIVE LOSS FOR THE YEAR | (190,568) | (237,035) |
LOSS PER SHARE - basic and diluted | (0.3)p | (0.4)p |
All amounts relate to continuing activities.
Statement of Changes in Equity for the year ended 31 December 2013
Share capital | Share premium | Share based payment reserve |
Retained losses |
Total equity | |
£ | £ | £ | £ | £ | |
BALANCE AT 1 JANUARY 2012 | 577,472 | 2,887,296 | 8,260 | (3,065,986) | 407,042 |
Loss for the year and total comprehensive loss for the year | - | - | - | (237,035) | (237,035) |
Share options reserve transfer | - | - | (8,260) | 8,260 | - |
Cost of share based payments | - | - | 9,298 | - | 9,298 |
Share issue | 41,586 | 6,269 | - | - | 47,855 |
BALANCE AT 31 DECEMBER 2012 | 619,058 | 2,893,565 | 9,298 | (3,294,761) | 227,160 |
Loss for the year and total comprehensive loss for the year | - | - | - | (190,568) | (190,568) |
Cost of share based payments | - | - | 17,424 | - | 17,424 |
BALANCE AT 31 December 2013 | 619,058 | 2,893,565 | 26,722 | (3,485,329) | 54,016 |
Statement of Financial Position for the year ended 31 December 2013
2013 | 2012 | 2011 | |
£ | £ | £ | |
CURRENT ASSETS | |||
Trade and other receivables | 236,116 | 190,345 | 13,592 |
Investments held for trading | - | 46,616 | - |
Cash and cash equivalents | 14,389 | 64,984 | 463,816 |
250,505 | 301,945 | 477,408 | |
CURRENT LIABILITIES | |||
Short term borrowings | 60,000 | - | 25,000 |
Trade and other payables | 136,489 | 74,785 | 45,366 |
196,489 | 74,785 | 70,366 | |
NET ASSETS | 54,016 | 227,160 | 407,042 |
EQUITY | |||
Share capital | 619,058 | 619,058 | 577,472 |
Share premium account | 2,893,565 | 2,893,565 | 2,887,296 |
Share based payment reserve | 26,722 | 9,298 | 8,260 |
Retained earnings | (3,485,329) | (3,294,761) | (3,065,986) |
TOTAL EQUITY | 54,016 | 227,160 | 407,042 |
Statements of Cash Flows for the year ended 31 December 2013
2013 | 2012 | |
£ | £ | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Loss before taxation | (190,568) | (237,035) |
Adjustments for: | ||
Loss on disposal of trading investments | 16,575 | 19,209 |
Share based payment charge for year | 17,424 | 9,298 |
Finance income | - | (1,611) |
Finance costs | 4,027 | 623 |
Operating cashflow before working capital changes | (152,542) | (209,516) |
(Increase)/decrease in trade and other receivables | (45,771) | (176,753) |
Increase/(decrease) in trade and other payables | 57,677 | 29,419 |
Net cash outflow from operating activities | (140,636) | (356,850) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investments purchased | - | (300,233) |
Proceeds from investment disposals | 30,041 | 234,408 |
Finance income | - | 1,611 |
Net cash inflow/(outflow) from investing activities | 30,041 | (64,214) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issue of shares | - | 47,855 |
Proceeds from short term loan | 60,000 | - |
Repayment of loan stock | - | (25,000) |
Interest paid | - | (623) |
Net cash inflow from financing activities | 60,000 | 22,232 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (50,595) | (398,832) |
Cash and cash equivalents brought forward | 64,984 | 463,816 |
CASH AND CASH EQUIVALENTS CARRIED FORWARD | 14,389 | 64,984 |
Notes to the financial statements for the year ended 31 December 2013
1 Summary of Significant Accounting Policies
BASIS OF PREPARATION
The Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and IFRIC interpretations as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRSs. The Financial Statements have also been prepared under the historical cost basis, except for investments held for trading which are recognised at fair value.
For all periods up to and including the year ended 31 December 2012, the Company prepared its Financial Statements in accordance with UK GAAP. These Financial Statements for the year ended 31 December 2013 are the first the company has prepared in accordance with IFRS. Accordingly, the Company has prepared financial statements which comply with IFRS applicable for the period ending on 31 December 2013, together with the comparative period data as at and for the year ended 31 December 2012. In preparing these financial statements, the Company's opening statement of financial position was prepared as at 1 January 2012 the Company's date of transition to IFRS. No adjustments are required to be made by the Company in restating its UK GAAP financial statements, including the statement of financial position as at 1 January 2012 and the financial statements as at and for the year ended 31 December 2012.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements, are disclosed later in these accounting policies. The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied throughout all periods presented in the financial statements. Figures are all presented in pounds sterling.
At the year end Brady Exploration plc had one wholly owned subsidiary, Brady Exploration (Operations) Limited. Since incorporation, Brady Exploration (Operations) Limited has not commenced operations and has no material assets or liabilities. As such, no consolidated financial statements have been prepared on the basis that in accordance with section 405 of the Companies Act 2006 its inclusion is not material for the purpose of giving a true and fair view.
An overview of standards, amendments and interpretations to IFRSs issued but not yet effective, and which have not been adopted early by the Company are presented below under 'Statement of Compliance'.
GOING CONCERN
The financial statements are required to be prepared on the going concern basis unless it is inappropriate to do so. The directors have considered their ongoing working capital requirements and the need to raise £400,000 from the new share issue still to be approved by shareholders via special resolution at an annual general meeting on 16 June 2014. The directors have also considered the recoverability of other debtors of £230,628 which represent an amount due from EER. As noted in the director's report, part payment of £50,000 has been received after the financial year end. The directors are confident that shareholders will approve the new ordinary share issue and that the remainder of the balance from EER will be recovered in the foreseeable future. The company needs the ordinary share issue to be approved and the outstanding balance to be received to enable the company to settle its liabilities as they fall due. There is however no certainty that the special resolution will be passed or over the exact timing of recovery and whether EER will be able to settle the balance due. Should these monies not be raised and recovered in an appropriate time frame, the directors will be reliant on raising alternative funding. On this basis, the directors have concluded that the company is a going concern. However, the above indicates a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.
2 Operating loss
2013 | 2012 | |
£ | £ | |
Loss from operations is arrived at after charging: | ||
Wages and salaries | 44,671 | 47,608 |
Share based payment expense | 17,424 | 9,298 |
AUDITOR'S REMUNERATION | ||
During the year the Group obtained the following services from the Company's auditor: | ||
2013 | 2012 | |
£ | £ | |
Fees payable to the Company's auditor for the audit of the company's financial statements | 12,000 | 12,000 |
Fees payable to the Company's auditor and its associates for other services: | ||
Other services relating to corporate finance | - | 12,000 |
12,000 | 24,000 | |
3 Earnings per share
The basic earnings per share is based on the profit/(loss) for the year divided by the weighted average number of shares in issue during the year. The weighted average number of ordinary shares for the year ended 31 December 2013 assumes that all shares have been included in the computation based on the weighted average number of days since issue. | |||
2013 | 2012 | ||
£ | £ | ||
Loss attributable to equity holders of the Company: | |||
Continuing and total operations | (190,568) | (237,035) | |
No of shares | No of shares | ||
Weighted average number of ordinary shares in issue for basic and fully diluted earnings | 61,905,803 | 58,839,864 | |
Pence per share | Pence per share | ||
LOSS PER SHARE - BASIC AND DILUTED: | |||
- Continuing and total operations | (0.3)p | (0.4)p | |
At the year end date there were 5,800,000 options exercisable which, if exercised, would have a dilutive effect in financial periods in which the Company makes a profit. All these options were cancelled on 21 May 2014.
Because the effect of exercise of the options is anti-dilutive in both years the diluted loss per share is the same as the basic loss per share.
The Company has conditionally agreed to issue 80,000,000 shares at 0.5p per share, subject to shareholder approval, which will also have a dilutive effect.
4 Investments Held for Trading
2013 | 2012 | 2011 | ||
£ | £ | £ | ||
At 1 January - at fair value | 46,616 | - | - | |
Acquisitions | - | 300,233 | - | |
Disposal proceeds | (30,041) | (234,408) | - | |
Loss on disposal of investments | (29,875) | (5,909) | - | |
Movement in fair value of investments | 13,300 | (13,300) | - | |
At 31 December - at fair value | - | 46,616 | - |
All investments held during the year were quoted.
5 Trade and Other Receivables
2013 | 2012 | 2011 | ||
£'000 | £'000 | £'000 | ||
Other debtors | 230,628 | 183,857 | 9,000 | |
Prepayments and accrued income | 5,488 | 6,488 | 4,592 | |
Total | 236,116 | 190,345 | 13,592 | |
Other debtors include amounts owed by EER. The fair value of trade and other receivables is considered by the directors not to be materially different to carrying amounts. | ||||
6 Cash and Cash Equivalents
2013 | 2012 | 2011 | ||
£ | £ | £ | ||
Cash at brokers | 16 | - | - | |
Cash at bank | 14,373 | 64,984 | 463,816 | |
Cash and cash equivalents | 14,389 | 64,984 | 463,816 |
The fair value of cash and cash equivalents at 31 December 2013 is considered by the Directors not to be materially different to carrying amounts
7 Borrowings
2013 | 2012 | 2011 | ||
£ | £ | £ | ||
Short term loan | 60,000 | - | - | |
Redeemable loan stock | - | - | 25,000 | |
Total | 60,000 | - | 25,000 | |
The short term loan was received from Paternoster Resources plc, and was repayable on 29 April 2014. The loan bears interest at 10% per annum, payable on redemption. On 21 May 2014 the date of repayment of the loan was extended to 31 October 2014. The fair value of borrowings is considered by the Directors not to be materially different to carrying amounts. | ||||
8 Publication of Annual Report and Accounts and Annual General Meeting
The Annual Report and Accounts for the year ended 31 December 2013, along with an explanatory note for shareholders, will be published and sent to shareholders on 16 June 2014 and are expected to be available shortly to view and download from Brady's existing website (www.bradyexploration.com) in accordance with rule 26 of the AIM Rules for Companies.
Shareholders will have received a notice of annual general meeting on 6 June 2014 (the "AGM Notice") which did not include the Company's audited accounts for the year ended 13 December 2013 for at the time the accounts were not ready to be despatched. Therefore resolution 1 of the AGM Notice will not be capable of being validly proposed and passed. Therefore once the other resolutions contained in the AGM Notice have been dealt with at the AGM on 30 June 2014, the meeting will be adjourned. The adjourned AGM is scheduled to take place at Ronaldsons LLP, 55 Gower Street, London, WC1E 6HQ on 10 July 2014 at 11.00 a.m. Resolution 1 of the AGM Notice shall be proposed at the adjourned AGM.