30 Sep 2015 12:40
OXUS GOLD plc
("Oxus" or the "Company" or the "Group")
Interim Results for the six months ended 30 June 2015
The Group reports a loss for the period of $1.12 million including costs of the arbitration process (see below) of $0.15 million and interest charges of $0.44 million.
Other than the ongoing arbitration proceedings by which the Group is seeking compensation in respect of the loss of the Amantaytau Goldfields (AGF) and Khandiza mining assets, there are no other operating activities currently being undertaken by the Company and its subsidiaries.
Update on Arbitration
The Group currently awaits the decision of the Arbitral Panel with regard to the merits and the quantum of the UNCITRAL arbitration claim against the Republic of Uzbekistan, the arbitral hearing having taken place in Paris in late April / early May 2014.
Litigation funding agreement
The existing arrangement with a litigation funder to support the Company's arbitration through non-recourse funding of legal and related fees arising from the arbitration process remains in place. At 30 June 2015, the Company had received $6.15 million of funding, which is only repayable upon the successful outcome of the arbitration.
Equity financing facility
During the period to 28 January 2015 the Company continued to draw funds through its Equity Financing Facility with Darwin Strategic Limited ("Darwin"). In the period to 30 June 2015 a further 12,622,672 ordinary shares were issued to Darwin raising $0.39 million. On 28 January 2015 the facility was terminated by mutual agreement.
Outstanding share capital
During the period, the Company issued a further 39,718,100 ordinary shares, representing 158,820 shares in respect of capitalised fees of advisers, 12,622,672 shares in respect of the Equity Finance Facility and 26,936,608 shares in respect of converted loan notes and loan note interest.
At 30 June 2015 the total number of shares in issue was 574,658,246. Since the period end a further 83,334 shares have been issued in respect of capitalised fees of advisers. At 30 September 2015 the total number of shares in issue was 574,741,580.
Outlook
The directors remain confident that the Arbitral Tribunal will, in the very near future, rule in the Group's favour and that fair compensation will be awarded for both the AGF and Khandiza mining assets, which were blatantly misappropriated by the Republic of Uzbekistan. In this respect, the Board will continue to take whatever steps it deems necessary to ensure the return of value to the Company's long-suffering stakeholders.
For further information on Oxus Gold plc visit www.oxusgold.co.uk or contact the following:
Oxus Gold plc | Tel: +44 (0) 20 7907 2000 |
Richard Shead | |
SP Angel Corporate Finance LLP | Tel: +44 (0) 20 3470 0470 |
Nominated Adviser and Broker Ewan Leggat / Stuart Gledhill |
Condensed consolidated financial statements for the six month period ended 30 June 2015
Condensed consolidated statement of comprehensive income
Six months ended 30 June 2015 | Six months ended 30 June 2014 | Year ended 31 December 2014 | ||
$000 | $000 | $000 | ||
Note | Unaudited | Unaudited | Audited | |
Administrative expenses | (530) | (564) | (1,492) | |
Arbitration expenses | (153) | (429) | (474) | |
Total administrative expenses | 4 | (683) | (993) | (1,966) |
Other operating income | - | - | - | |
Operating loss | (683) | (993) | (1,966) | |
Financial income | - | - | - | |
Financial expense | (440) | (435) | (1,065) | |
Loss before tax | (1,123) | (1,428) | (3,031) | |
Taxation | - | - | - | |
Loss and total comprehensive income for the period | (1,123) | (1,428) | (3,031) |
Basic loss per share (US cents) | 5 | (0.20) | (0.29) | (0.59) |
Diluted loss per share (US cents) | 5 | (0.20) | (0.29) | (0.59) |
All amounts relate to continuing operations.
Condensed consolidated balance sheet
30 June | 30 June | 31 December | ||||
2015 | 2014 | 2014 | ||||
$000 | $000 | $000 | ||||
Note | Unaudited | Unaudited | Audited | |||
Non-current assets | ||||||
Mining properties | 6 | 30,538 | 30,538 | 30,538 | ||
Property, plant and equipment | 8 | 1,296 | - | 1,296 | ||
Available for sale investments | 7 | 42,245 | 42,245 | 42,245 | ||
Total non-current assets | 74,079 | 72,783 | 74,079 | |||
Current assets | ||||||
Trade and other receivables | 8 | 151 | 1,920 | 194 | ||
Cash and cash equivalents | 523 | 908 | 708 | |||
Total current assets | 674 | 2,828 | 902 | |||
Total assets | 74,753 | 75,611 | 74,981 | |||
Current liabilities | ||||||
Loans and borrowings | 9 | 14,030 | - | 15,529 | ||
Finance lease liability | 9 | 861 | 972 | 916 | ||
Trade and other payables | 10 | 6,598 | 6,617 | 6,452 | ||
Total current liabilities | 21,489 | 7,589 | 22,897 | |||
Non-current liabilities | ||||||
Loans and borrowings | 9 | - | 15,076 | - | ||
Total non-current liabilities | - | 15,076 | - | |||
Total liabilities | 21,489 | 22,665 | 22,897 | |||
Total net assets | 53,264 | 52,946 | 52,084 | |||
Equity | ||||||
Share capital | 9,471 | 8,531 | 8,842 | |||
Share premium | 123,097 | 121,271 | 121,559 | |||
Capital reserve | 26,949 | 26,668 | 26,810 | |||
Merger reserve | 34,929 | 34,929 | 34,929 | |||
Retained deficit | (141,182) | (138,453) | (140,056) | |||
Total equity | 53,264 | 52,946 | 52,084 | |||
| ||||||
Condensed consolidated statement of cash flows | Six months ended 30 June | Six months ended 30 June | Year ended 31 December |
2015 | 2014 | 2014 | |
$000 | $000 | $000 | |
Unaudited | Unaudited | Audited | |
Cash flows from operating activities | |||
Loss before tax for the year | (1,123) | (1,428) | (3,031) |
Adjustments for: | |||
Depreciation and amortisation | - | - | 232 |
Finance costs | 138 | 255 | 994 |
Equity-settled share-based payment expenses | - | - | - |
Cash flows from operating activities before changes in working capital and provisions | (985) | (1,173) | (1,805) |
Decrease in amounts due from joint venture | - | - | - |
Increase in trade and other receivables | 44 | (57) | 140 |
Increase/(decrease) in trade and other payables | 445 | 674 | 379 |
Cash flows from operating activities after changes in working capital and provisions | (496) | (556) | (1,286) |
Cash flows from financing activities | |||
Proceeds from the issue of share capital | 429 | 734 | 1,384 |
Share issue expenses | (31) | (54) | (102) |
Repayment of obligations under finance lease | (87) | (37) | (109) |
Interest paid | - | - | - |
Net cash generated by financing activities | 311 | 643 | 1,173 |
Net decrease in cash and cash equivalents | (185) | 87 | (113) |
Cash and cash equivalents at beginning of period | 708 | 821 | 821 |
Cash and cash equivalents at end of period | 523 | 908 | 708 |
Selected notes to the interim condensed consolidated financial statements for the six month period ended 30 June 2015
1. General information
Oxus Gold plc (the "Company") is a company incorporated in England and Wales under the Companies Act 2006 and is quoted on AIM. The registered number is 4056219 and the address of the registered office is Prince Frederick House, 35-39 Maddox Street, London W1S 2PP. The Company's office and correspondence address is at 42 Upper Berkeley Street, London W1H 5QJ.
These financial statements are presented in US Dollars which is the currency of the primary economic environment in which the Group operates.
2. Basis of preparation
These condensed interim financial statements of the Company and its subsidiaries ("the Group") for the six months ended 30 June 2015 ("the Period") have been prepared using accounting policies consistent with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest audited financial statements for the year ended 31 December 2014.
These condensed interim financial statements have not been audited, do not include all of the information required for full annual financial statements, and should be read in conjunction with the Group's consolidated annual financial statements for the year ended 31 December 2014. The auditors' opinion on these Statutory Accounts was modified and contained an emphasis of matter in respect of the Group's ability to continue as a going concern. While the financial figures included within this half-yearly report have been computed in accordance with IFRSs applicable to interim periods, this half-yearly report does not contain sufficient information to constitute an interim financial report as set out in International Accounting Standard 34 Interim Financial Reporting.
These condensed interim financial statements have been prepared on the basis that the Company and its subsidiaries comprise a going concern.
3. Total Comprehensive income
There are no additional items of income and expense which are not included within the profit and loss for the period.
4. Administrative expenses
Administrative expenses include legal costs associated with the international arbitration against the Republic of Uzbekistan in order to seek appropriate compensation for the Group's investments in the AGF and Khandiza mining properties amounting to $0.15 million ($0.43 million for the six months to 30 June 2014; $0.47 million for the year to 31 December 2014). Arbitration costs totalling $6.15 million have been funded by the litigation funder under the terms of the Litigation Funding Agreement entered into on 29 February 2012.
5. Loss per share
The calculation of the basic loss per share for the six month period ended 30 June 2014 is based on the following data:
Six months ended 30 June | Six months ended 30 June | Year ended 31 December | |
2015 | 2014 | 2014 | |
$000 | $000 | $000 | |
Basic and diluted loss per ordinary share (US cents) | (0.20) | (0.29) | (0.59) |
Diluted loss per ordinary share (US cents | (0.20) | (0.29) | (0.59) |
Loss for the period attributable to equity shareholders | (1,123) | (1,428) | (3,031) |
Weighted average number of ordinary shares | 557,519,644 | 494,933,075 | 512,218,172 |
Diluted loss per ordinary share (US cents)
The diluted loss per share disclosed for 30 June 2015, 30 June 2014 and 31 December 2014 is the same as the basic loss per share as the effect of the loss for each of these periods on earnings per share is anti-dilutive.
6. Mining property
Amantaytau project (Uzbekistan) | Khandiza Project (Uzbekistan) | Total | |
$000 | $000 | $000 | |
COST | |||
At 1 January 2014 | 2,082 | 28,456 | 30,538 |
Additions in the period | - | - | - |
At 30 June 2014 | 2,082 | 28,456 | 30,538 |
Additions in the period | - | - | - |
At 31 December 2014 | 2,082 | 28,456 | 30,538 |
Additions in the period | - | - | - |
At 30 June 2015 | 2,082 | 28,456 | 30,538 |
NET BOOK VALUE | |||
At 1 January 2014 | 2,082 | 28,456 | 30,538 |
At 30 June 2014 | 2,082 | 28,456 | 30,538 |
At 31 December 2014 | 2,082 | 28,456 | 30,538 |
At 30 June 2015 | 2,082 | 28,456 | 30,538 |
7. Available-for-sale financial assets
Total | |
$000 | |
Cost | |
At 1 January 2014, 30 June 2014, 31 December 2014 and 30 June 2015 | 42,245 |
The amount stated represents the net investment of the Group in AGF up to the time that joint control was lost in March 2011 following the declaration of force majeure. In the view of the directors, due to the uncertainties surrounding the arbitration with the Uzbek government there was no reliable measure available to determine the fair-value of AGF in March 2011 and accordingly the interest in AGF at that date is valued at its historical carrying value.
8. Trade and other receivables
Trade and other receivables for 30 June 2014 include the written down value of plant and equipment, a claim for which is included within the UNCITRAL arbitration proceedings against the Republic of Uzbekistan. On 31 December 2014 and 30 June 2015 these assets are classified as property, plant and equipment.
9. Loans and borrowings
30 June 2015 | 30 June 2014 | 31 December 2014 | |
$000 | $000 | $000 | |
Borrowing at amortised cost | |||
Convertible loan notes | 14,030 | 15,076 | 15,529 |
Obligations under finance lease | 861 | 972 | 916 |
Total borrowings | 14,891 | 16,048 | 16,445 |
Convertible loan notes
In May 2008 the Company issued convertible loan notes in the principal amount of $18.5 million. The notes were restructured in January 2010 and again in July 2012. $3.0 million of the notes were converted in November 2010, $2.0 million were converted in March 2014, $0.5 million were converted in June 2014, and $1.0 million were converted in May 2015.
Repayment of the notes, if not converted at 12p per share, is the earlier of 14 December 2015, or the date on which the proceeds of an award, settlement or other realisation for value in the arbitral proceedings are received by the Company, or 60 calendar days from the date on which the proceedings conclude or terminate in the case where no payment is receivable by the Company. Interest payable at UK LIBOR + 3% per annum and falling due on or after 6 July 2012 is accruing but remains unpaid, and is convertible at the option of the note holder at the average closing middle market price of the Company's ordinary shares for each separate 6 month interest period to which that portion of interest relates.
If all the remaining notes are converted the maximum number of new ordinary shares that would be issued is 62,500,000. If all the interest accrued to date is converted, a further 29,324,104 new ordinary shares would be issued. The convertible loan notes are disclosed as a current liability for 31 December 2014 and 30 June 2015.
10. Trade and other payables
Trade and other payables includes an amount of $6.15 million due to the litigation funder which will only become payable upon receipt of a settlement in respect of the UNCITRAL arbitration proceedings against the Republic of Uzbekistan.
11. Approval of interim group financial statements
The interim group condensed financial statements for the six months to 30 June 2015 were approved by the directors on 30 September 2015.