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Interim Results

21 Dec 2012 07:00

RNS Number : 0468U
Sable Mining Africa Limited
21 December 2012
 



Sable Mining Africa Ltd/ Index: AIM / Epic: SBLM / Sector: Mining

21 December 2012

Sable Mining Africa Ltd ('Sable Mining' or 'the Company')

Interim Results

 

Sable Mining Africa Ltd, the AIM listed company focussed in the mining sector in Africa, announces its results for the period ended 30 September 2012.

 

OVERVIEW

 

·; World class potential of Nimba Iron Ore Project in Guinea with near term Direct Shipping Ore ('DSO') production opportunity

 

·; Metallurgical test results at Nimba indicate that a simple crush and screen processing will produce a high-grade, high-specification low-deleterious premium quality DSO product

 

·; Significant tonnage potential in excess of 500 million tonnes from surface - very low strip ratio

 

·; Low capital expenditure expected - no beneficiation required for a premium DSO product and proximal access to rail infrastructure

 

·; Near term value triggers - maiden JORC Resource at Nimba expected in Q1 2013 followed by completion of a pre-feasibility study, Environmental Impact Assessment submission and mining licence application

 

·; Additional West African iron ore projects and Southern African coal projects provide further attributable value to Sable Mining's portfolio

 

 

CHAIRMAN'S STATEMENT

 

Our focus remains centred on the rapid advancement of our 123.5 square kilometre ('sq km') Nimba Iron Ore Project in south-east Guinea ('Nimba'), where consistently high grades and widths have underpinned its status as one of the premier undeveloped DSO assets globally. Differentiating itself from its peers, Nimba benefits from having substantial tonnage at surface, with potential to be in excess of 500 million tonnes ('Mt'), with a considerable percentage being high grade DSO, as well as its close proximity to operating multi-user rail infrastructure with spare capacity. These important criteria reaffirm our confidence that Nimba is shaping up to be the most exciting undeveloped iron ore asset held by a junior mining company in West Africa. The Nimba project, together with additional assets in West and Southern Africa, reinforces our value proposition and provides considerable credence for a market re-rating.

 

Exploration work to date has focussed on two of the three plateaux at Nimba, the 35 sq km Plateau 2 and the 11 sq km Plateau 3. 

 

Plateau 2, which includes the main channel fill area of Target 1 (T1, also known as the 'Planetaya') has been the primary area of focus ahead of the publication of a maiden JORC resource in Q1 2013. Assays have repeatedly demonstrated best-in-class results with an average depth (from surface) of 20.6 metres at 61.6% iron ('Fe') with minimal deleterious elements, the average being 3.6% SiO2 and 2.8% Al2O3 below penalty thresholds and P of 0.09%, which is close to the penalty cut-off. Recently reported metallurgical work has also demonstrated that simple crush and screen processing produces an extremely high-grade, high-specification low-deleterious DSO product. These results indicate that Nimba could produce a premium product, with specification well ahead of major operations such as BHP's DSO production in Western Australia. With this in mind, Nimba has the potential to deliver some of the highest-quality DSO material globally placing it in an extremely strong position when negotiating off-take partners and project finance.

 

These metallurgical samples will form part of the analysis ahead of the maiden JORC resource, which is anticipated to be published in Q1 2013. These excellent results received to date have underpinned the quality of the asset and outlined an exploration target of 200Mt of DSO material on Plateau 2 alone. In light of the consistently exceptional results to date from Nimba, our focus remains on proving up a substantial JORC-compliant Resource and moving towards a pre-feasibility study as quickly as practicable. Xstract Mining Consultants, an Australia-based consultancy group and wholly-owned subsidiary of engineering services company Calibre Group, which has significant expertise in iron ore, has been appointed to conduct the resource definition and pre-feasibility study.

 

The Company has recently announced the results of nine holes from its secondary focus, Plateau 3, with the highlight being 10.0m at 61.3% at surface. Results to date have averaged 59.3% Fe from DSO intersections and again benefit from low contaminant levels. Ground penetrating radar was only completed post identification of the drill hole locations, hence the deep channels were not targeted. However initial indications suggest that grades may increase at depth and, with 80% of the shallow material on Plateau 3 averaging 59.3% Fe, this provides further weight to the potential for most of Plateau 3 to host DSO-grade material which would substantially increase project tonnages.

 

The metallurgical testwork has demonstrated that with a simple crush and screen, and without the need for beneficiation, Nimba has the potential to deliver some of the highest quality DSO material globally. The geology of Nimba is thought to be conducive to a traditional drill blast and haul mining operation, a proven and flexible approach which will allow optimal ore blending from operating pits. It is currently anticipated that Nimba will be able to support an initial mining operation of 3.0Mt per annum with potential to expand to 5.0Mt per annum. With relatively simple extraction methods and minimal processing requirements, in addition to its proximity to rail infrastructure, Nimba has the potential to become a significant low cost iron ore producer in the near term.

 

Due to the significant potential of Nimba to rapidly become a world class iron ore production asset, the Board has taken the decision to focus the Company's resources on the advancement of the project. However, there remains significant attributable value and onward development potential in Sable Mining's additional projects, which include the Kpo Iron Ore Project in Liberia and the Lubu and Lusulu Coal Projects in Zimbabwe.

 

The 532 sq km Kpo Iron Ore Project is situated between the Western Cluster and Wologisi Range in northern Liberia, located in the highly prospective West African Shield, where a number of world class iron ore projects are currently being developed. Rock samples have returned grades of up to 62.4% Fe and an average grade of 43.9% Fe, with the geophysical signatures reflecting the presence of a major iron ore anomaly. Now the rainy season has finished, a ground mapping and surface sampling programme will commence shortly to provide further information on the resource potential of the orebody, which has an apparent initial strike of 36km, modelled widths ranging from 100m to 750m, out of an overall target strike length in excess of 65km.

 

The Lubu and Lusulu Coal Projects are located in the highly prospective Karro Mid Zambezi coal basin in the established Hwange (Wankie) mining district in north-western Zimbabwe. Work completed to date at Lubu has enabled the Company to model in-situ seam tonnage of 786Mt from the initial blocks drilled, with potential for considerable expansion to the resource tonnage through additional drilling on further blocks. Significant additional resource potential is also derived from the more recently acquired Lusulu project which we believe has the potential to host over 1.2 billion tonnes of good quality coal. Importantly, results from each project have demonstrated good quality and continuity, with shallow coal and high coking deposits across multiple seams.

 

Financial Review

 

Sable Mining is reporting for the six months ended 30 September 2012 a pre-tax loss on continuing activities of US$9.9m (2011: pre-tax loss on continuing activities of US$11.9m). As at 30 September 2012 cash balances were US$23.4m (2011: US$79.7m).

 

Outlook

 

Nimba, as a potential world class hematite asset, will continue to dominate our operational development during this financial year. We have an ambitious schedule in place, with the objective to rapidly move into production in the near term. With this in mind, the next few months will yield key value triggers including the publication of a maiden JORC resource statement and further metallurgical results from Nimba in Q1 2013, followed by the completion of a pre-feasibility study and submission of an Environmental Impact Assessment and mining licence application. The next year will also see work advancing on a Preliminary Feasibility Study and Bankable Feasibility Study ahead of the commencement of mining in 2014.

 

This is set to be a transformational period for Sable Mining as the advancement of our development schedule at Nimba translates into enhanced shareholder value. I would like to thank our valued shareholders for their continued support and look forward to providing further updates regarding our development over the coming months. 

 

Phil Edmonds

Chairman

20 December 2012

 

** ENDS **

For further information please visit www.sablemining.com or contact:

Andrew Groves

Sable Mining Africa Ltd

Tel: 020 7408 9200

Jonathan Wright

Seymour Pierce Ltd

Tel: 020 7107 8000

David Foreman

Seymour Pierce Ltd

Tel: 020 7107 8000

Richard Greenfield

GMP Securities

Tel: 020 7647 2836

Susie Geliher

St Brides Media & Finance Ltd

Tel: 020 7236 1177

 

 

Condensed Consolidated Income Statement

For the six month period ended 30 September 2012

 

 

 

 

Unaudited

Unaudited

Audited

 

 

 

 

 

 

6 months to

 30 September

2012

6 months to

 30 September

2011

year to

31 March

2012

 

 

 

Note

$'000

$'000

$'000

 

 

 

 

 

 

 

 

Continuing Operations

 

 

 

 

 

 

Operating expenses

 

 

(9,153)

(12,285)

(19,045)

 

Re-measurement of available for sale investment

 

 

-

-

(5,703)

 

Impairment of available for sale investment

 

 

-

-

(416)

 

Impairment of intangible assets

 

 

(804)

-

(5,227)

 

Impairment of goodwill

 

 

-

-

(13,705)

 

Impairment of other receivables

 

 

-

-

(140)

 

 

 

 

 

 

 

 

Operating loss

 

 

(9,957)

(12,285)

(44,236)

 

 

 

 

 

 

 

 

Other gains and losses

 

 

(309)

(281)

236

 

Net finance income

 

 

381

628

1,020

 

 

 

 

 

 

 

 

Loss before taxation

 

(9,885)

(11,938)

(42,980)

 

Income tax credit

 

 

-

-

213

 

Loss for the period from continuing operations

(9,885)

(11,938)

(42,767)

 

 

 

 

 

 

Discontinued Operations

 

 

 

 

Loss for the period from discontinued operations

-

-

(2)

 

Loss for the period

(9,885)

(11,938)

(44,769)

 

Loss for the period attributable to owners of the parent company

(7,871)

 

 

(11,828)

(40,012)

 

Loss for the period attributable to non-controlling interests

(2,014)

 

(110)

(2,757)

 

Loss for the period

(9,885)

(11,938)

(42,769)

 

 

 

 

 

 

 

 

Loss per share

- Basic and diluted (cents)

 

 

5

(0.8 cents)

(1.3 cents)

 

(4.3 cents)

 

Loss per share from continuing operations

- Basic and diluted (cents)

 

5

(0.8 cents)

(1.3 cents)

(4.3 cents)

 

Gain per share from discontinued operations- Basic and diluted (cents)

 

5

-

-

-

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statement of Comprehensive Income

For the six month period ended 30 September 2012

 

 

 

 

 

Unaudited

Unaudited

Audited

 

 

 

 

 

6 months to 30 September

2012

6 months to

 30 September

2011

year to

31 March

2012

 

 

 

$'000

$'000

$'000

 

 

 

 

Foreign exchange translation differences

(3,334)

10

2,768

Other comprehensive (loss)/gain for the period

(3,334)

10

2,768

Loss for the period

 

(9,885)

(11,938)

(42,769)

Total comprehensive loss for the period

(13,219)

(11,928)

(40,001)

Total comprehensive loss for the period attributable to owners of the parent company

(11,205)

 

(11,818)

(37,244)

Total comprehensive loss for the period attributable to non-controlling interests

(2,014)

 

(110)

(2,757)

 

 

 

(13,219)

(11,928)

(40,001)

 

 

 

 

Condensed Consolidated Balance Sheet

As at 30 September 2012

 

 

 

 

Unaudited

As at

30 September

2012

Unaudited

As at

30 September

2011

Audited

As at

31 March

2012

 

Note

 

$'000

$'000

$'000

Assets

 

 

 

 

 

Non-current assets

 

 

 

 

 

Intangible assets

 

 

140,324

58,083

141,279

Property, plant and equipment

 

10,681

7,027

11,721

Finance asset investment

 

 

1,043

25,190

980

Loan receivable

 

 

81

12,642

131

Total non-current assets

 

 

152,129

102,942

154,111

 

 

 

 

 

 

Current assets

 

 

 

 

 

Inventory

4

-

4

Trade and other receivables

4,158

3,765

4,356

Cash and cash equivalents

 

 

23,393

79,711

37,889

Total current assets

 

 

27,555

83,476

42,249

 

 

 

 

 

 

Total assets

 

 

179,684

186,418

196,360

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

Deferred tax liability

 

 

(15,121)

-

(15,886)

Total non-current liabilities

 

 

(15,121)

-

(15,886)

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Short-term borrowings

 

 

(13,703)

-

(14,821)

Trade and other payables

 

 

(2,408)

(3,153)

(4,136)

Total current liabilities

 

 

(16,111)

(3,153)

(18,957)

 

 

 

 

 

 

Total liabilities

 

 

(31,232)

(3,153)

(34,843)

 

 

 

 

 

 

Net Assets

 

148,452

183,265

161,517

 

 

 

 

 

 

Equity

 

 

 

 

 

Issued share capital

6

 

248,624

248,623

248,623

Share based payment reserve

7

 

1,064

17,316

1,064

Warrant reserve

 

 

7,186

-

7,033

Translation reserve

 

 

(590)

(14)

2,744

Retained earnings

 

 

(125,908)

(89,853)

(118,037)

Total equity attributable to the owners of the parent company

 

130,376

176,072

141,427

Non-controlling interests

 

 

18,076

7,193

20,090

Total Equity

 

 

148,452

183,265

161,517

 

Condensed Consolidated Statement of Changes in Equity

 

 

 

 

 

 

 

 

 

 

Share Capital

$'000

Share-based payment reserve

$'000

Warrant reserve

 

Translation reserve

$'000

 

Retained earnings

$'000

Total

 

Non-controlling interests

$'000

 

 

Total

$'000

 

 

Balances at 01 April 2011

248,623

1,048

944

(24)

(78,025)

172,566

5,861

178,427

 

Loss for 6 months to 30 September 2011

-

-

-

-

(11,828)

(11,828)

(110)

(11,938)

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

Exchange translation differences on foreign operations

-

-

-

10

-

10

-

10

 

Total comprehensive income for the period

-

-

-

10

(11,828)

(11,818)

(110)

(11,928)

 

Transactions with owners

 

 

 

 

 

 

 

 

 

Share based payment charge

-

16

15,308

-

-

15,324

-

15,324

 

Non-controlling interest on asset acquisitions

-

-

-

-

-

-

1,442

1,442

 

Total transactions with owners

-

16

15,308

-

-

15,324

1,442

16,766

 

 

Balances at 30 September 2011

248,623

1,064

16,252

(14)

(89,853)

176,072

7,193

183,265

 

Loss for 6 months to 31 March 2012

-

-

-

-

(28,184)

(28,184)

(2,647)

(30,831)

 

Non-controlling interest on formation of subsidiary

-

-

-

-

-

-

-

-

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

Exchange translation differences on foreign operations

-

-

-

2,758

-

2,758

-

2,758

 

Total comprehensive income for the period

-

-

-

2,758

(28,184)

(25,426)

(2,647)

(28,073)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners

 

 

 

 

 

 

 

 

 

Share issues

-

-

-

-

-

-

-

-

 

Share based payment charge

-

-

(9,219)

-

-

(9,219)

-

(9,219)

 

Non-controlling interest on asset acquisitions

-

-

-

-

-

-

(1,638)

(1,638)

 

Non-controlling interest on acquisition of subsidiary

-

-

-

-

-

-

17,182

17,182

 

Total transactions with owners

-

-

(9,219)

-

-

(9,219)

15,544

6,325

 

 

Balance at 31 March 2012

248,623

1,064

7,033

2,744

(118,037)

141,427

20,090

161,517

 

Loss for 6 months to 30 September 2012

-

-

-

-

(7,871)

(7,871)

(2,014)

(9,885)

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

Exchange translation differences on foreign operations

-

-

-

(3,334)

-

(3,334)

-

(3,334)

 

Total comprehensive income for the period

-

-

-

(3,334)

(7,871)

(11,205)

(2,014)

(13,219)

 

Transactions with owners

 

 

 

 

 

 

 

 

 

Share issues

1

-

-

-

-

1

-

1

 

Share based payment charge

-

-

153

-

-

153

-

153

 

Total transactions with owners

1

-

153

-

-

154

-

154

 

Balance at 30 September 2012

248,624

1,064

7,186

(590)

(125,908)

130,376

18,076

148,452

 

Condensed Consolidated Statement of Cash Flows

For the six months to 30 September 2012

 

 

 

 

 

Unaudited

6 months to

 30 September

2012

Unaudited

6 months to

 30 September

2011

Audited

year to

31 March

2012

 

 

 

$'000

$'000

$'000

OPERATING ACTIVITIES

 

 

 

Loss for the period from continuing operations before taxation

(9,885)

(11,938)

(42,980)

Adjustments for:

 

 

 

 

 

- Depreciation of property, plant and equipment

1,298

245

912

- Amortisation of intangible assets

22

-

11

- Loss/(gain) on foreign exchange

45

281

(618)

- Share based payment charge

153

3,065

1,508

- Net interest income

 

 

(381)

(628)

(1,020)

- Re-measurement of available for sale investment

 

 

-

-

5,703

- Impairment of available for sale investment

 

 

-

-

416

- Impairment of intangible assets

 

 

804

-

5,227

- Impairment of goodwill

 

 

-

-

13,705

- Impairment of other receivables

 

 

-

-

140

Operating cash flow before movements in working capital

(7,944)

 

(8,975)

(16,996)

Working capital adjustments:

 

 

 

 

 

- Increase in receivables

 

 

198

(1,488)

(1,260)

- Decrease in payables

 

(2,846)

(412)

(140)

Cash used in operations

 

 

(10,592)

(10,875)

(18,396)

Finance cost

 

 

-

-

(393)

Interest received

 

 

381

628

1,413

Net cash used in continuing operating activity

(10,211)

(10,247)

(17,376)

Net cash used in operating activities

 

(10,211)

(10,247)

(17,376)

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

Purchase of intangible assets

(3,808)

(9,036)

(18,389)

Purchase of property, plant and equipment

(425)

(5,401)

(6,813)

Purchase of subsidiary, net of cash received

-

-

(24,419)

Purchase of investment

(108)

(734)

(145)

Increase in loans and other long term receivables

-

(3,590)

(3,920)

Net cash used in investing in continuing activities

(4,341)

(18,761)

(53,686)

Net cash used in investing in discontinued activities

-

-

-

Net cash used in investing activities

(4,341)

(18,761)

(53,686)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Proceeds from issue of share capital

1

-

-

Net cash flow from financing activities

1

-

-

 

 

 

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

(14,551)

(29,008)

(71,062)

 

Cash and cash equivalents at start of the period

37,889

 

108,989

108,989

Effect of foreign exchange rate changes

55

(270)

(38)

Cash and cash equivalents at the end of the period

23,393

79,711

37,889

 

 

Notes to the Unaudited Interim Consolidated Financial Statements

 

1.

General information

 

Sable Mining Africa Limited is incorporated in the British Virgin Islands under the British Virgin Islands Business Companies Act 2004. The address of the registered office is Commerce House, Wickhams Cay 1, PO Box 3140, Road Town, Tortola, British Virgin Islands. The Company was incorporated on 27 April 2007. 

 

The Company is listed on the AIM Market of London Stock Exchange plc.

 

The unaudited interim consolidated financial statements for the six months ended 30 September 2012 were approved for issue by the board on 20 December 2012.

 

The figures for the six months ended 30 September 2012 and 30 September 2011 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 March 2012 are extracts from the annual report and do not constitute statutory accounts.

 

The interim consolidated financial statements have been prepared in US Dollars as this is the currency of the primary economic environment in which the Group operates.

 

2.

Basis of preparation

 

The basis of preparation and accounting policies set out in the Annual Report and Accounts for the year ended 31 March 2012 have been applied in the preparation of these interim condensed consolidated financial statements. These are in accordance with the recognition and measurement criteria of International Financial Reporting Standards ("IFRSs") as adopted by the European Union ("EU") and with those of the Standing Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") of the International Accounting Standards Board ("IASB"). References to "IFRS" hereafter should be construed as references to IFRSs as adopted by the EU

 

3.

Accounting policies

 

The accounting policies and methods of calculation adopted are consistent with those of the financial statements for the year ended 31 March 2012.

 

4. Segment reporting

 

The directors consider that the Group's continuing activities comprise one business segment, exploration and other unallocated expenditure in one geographical segment, Africa.

 

 

Exploration

Unallocated

Total

 

$'000

$'000

$'000

Period ending 30 September 2012

 

 

 

Revenue

-

-

-

 

 

 

 

Segment results

 

 

 

- Operating loss

(11,876)

1,919

(9,957)

- Other gains

27

354

381

- Net finance income

(68)

(241)

(309)

Loss before tax from continuing activities

(11,917)

2,032

(9,885)

 

 

Exploration

Unallocated

Total

 

$'000

$'000

$'000

Period ending 30 September 2011

 

 

 

Revenue

-

-

-

 

 

 

 

Segment results

 

 

 

- Operating loss

(6,878)

(5,407)

(12,285)

- Other gains/ (losses)

54

(335)

(281)

- Net finance income

-

628

628

Loss before tax from continuing activities

(6,824)

(5,114)

(11,938)

 

The segment items included in the income statement for the period are as follows:

 

 

 

Continuing

Discontinued

Group

 

Exploration

Unallocated

Bio-energy

 

 

$'000

$'000

$'000

$'000

2012

 

 

 

 

Depreciation

1,294

4

-

1,298

Amortisation

22

-

-

22

 

 

 

 

 

2011

 

 

 

 

Depreciation

241

4

-

245

 

 

 

 

 

The segment assets and liabilities at 30 September and the capital expenditure for the period then ended are as follows:

 

 

 

Continuing

Discontinued

Group

 

Exploration

Unallocated

Bio-energy

 

 

$'000

$'000

$'000

$'000

2012

 

 

 

 

Assets

156,764

22,890

30

179,684

Liabilities

(30,180)

(498)

(554)

(31,232)

Capital Expenditure - Property, plant and equipment

425

-

-

425

Capital Expenditure - Intangible assets

3,808

-

-

3,808

 

 

 

 

 

2011

 

 

 

 

Assets

80,494

105,897

27

186,418

Liabilities

(2,387)

(766)

-

(3,153)

Capital Expenditure - Property, plant and equipment

5,401

-

-

5,401

Capital Expenditure - Intangible assets

22,736

-

-

22,736

 

Segment assets comprise intangible assets, property, plant and equipment, trade and other receivables and cash and cash equivalents.

 

Segment liabilities comprise operating liabilities.

 

Capital expenditure comprises additions to intangible assets and to property, plant and equipment.

 

5.

Loss per share

 

The calculation of basic and diluted loss per share is based on the following data:

 

 

 

 

Unaudited

Unaudited

Audited

 

 

 

 

 

6 months to 30 September

2012

6 months to 30 September

2011

year to

31 March

2011

 

 

 

$'000

$'000

$'000

Loss

 

 

 

 

 

Loss for the purpose of basic loss per share (loss for the period attributable to owners of the parent company)

(7,871)

 

 

(11,828)

(40,012)

Loss for the purpose of basic loss per share on continuing activities (result for the period on continuing activities attributable to owners of the parent company)

(7,871)

(11,828)

(40,010)

Loss/ (gain) for the purpose of basic loss/ (gain) per share on discontinued activities (result for the period on discontinued activities attributable to owners of the parent company)

-

-

(2)

 

Number of shares

 

 

 

 

 

Weighted average number of ordinary shares for the purposes of basic loss per share

927,531,967

 

 

927,473,474

 

 

927,473,474

Weighted average number of ordinary shares for the purposes of diluted loss per share

953,091,168

 

 

977,471,281

 

 

975,228,721

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

(0.8 cents)

(1.3 cents)

(4.3 cents)

Basic and diluted loss per share on continuing activities

(0.8 cents)

(1.3 cents)

(4.3 cents)

Basic and diluted gain per share on discontinued activities

-

-

-

 

Due to the loss incurred in the current and prior interim period, there is no dilutive effect of share options and warrants.

 

6.

Share capital

 

 

 

 

 

Ordinary shares of no par value

 

 

 

 

Allotted and fully paid

 

 

 

 

Number

$'000

At 27 April 2007

 

 

 

1,000

-

Issue of shares to fund group activities

 

127,250,200

27,814

Acquisition of Procana Limitada

 

185,180,000

44,385

At 1 April 2009

 

312,431,200

72,199

Issue of shares to fund group activities

 

295,334,822

46,029

At 1 April 2010

 

 

 

607,766,022

118,228

Issue of shares to fund group activities

 

299,707,452

122,742

Issue of incentive shares

 

20,000,000

7,653

At 30 September 2011 and 31 March 2012

 

927,473,474

248,623

Issue of shares on exercise of warrants

 

50,000

1

 

 

927,523,474

248,624

 

On incorporation on 27 April 2007, the company had an authorised share capital of 500,000,000 ordinary shares of no par value.

 

Between incorporation and 18 February 2008, 20,000,000 ordinary shares were issued for nil consideration to Ely Place Nominees Limited to be held in trust to be allocated at the discretion of the Board as incentives to employees or in connection with future transactions by the Company.

 

Between 21 February 2008 and 12 August 2008, a further 58,425,600 ordinary shares were issued fully paid for cash at a price of 12.5 pence per ordinary share constituting the pre IPO funding round.

 

On 21 July 2008 at an extraordinary general meeting the authorised share capital was increased to 1,000,000,000 ordinary shares of no par value.

 

On 12 August 2008, 185,180,000 ordinary shares were issued fully paid in consideration for the acquisition of 94% of the issued share capital of Procana Limitada.

 

On 1 September 2008, 68,825,600 ordinary shares were issued fully paid for cash at 12.5 pence per ordinary share.

 

On 15 December 2009, 270,000,000 ordinary shares were issued fully paid for cash at 10 pence per ordinary share.

 

On 22 January 2010, 25,334,822 ordinary shares were issued fully paid for cash at 11 pence per ordinary share.

 

On 16 April 2010, 299,707,452 ordinary shares were issued fully paid for cash at 28 pence per ordinary share.

 

On 21 January 2011, 20,000,000 ordinary shares held by Ely Place Nominees Limited were allocated to consultants to the Company for services provided relating to acquisitions of intangible exploration interests during the year.

 

50,000 new ordinary shares were issued pursuant to the exercise of warrants on 29 May 2012, under the block admission dated 29 May 2012.

 

The Company has one class of ordinary share which carries no right to fixed income.

 

Share Options

 

At 30 September 2012, the following options over ordinary shares of the Company had been granted and not yet exercised:

 

Date of Grant

Number of shares

Exercise price

 

Exercise period

31 July 2008

4,000,000

30p

31 July 2008 to 30 July 2013

01 December 2008

4,000,000

12.5p

01 December 2008 to 30 November 2013

17 March 2010

1,000,000

28p

17 March 2011 to 16 March 2016

01 September 2010

2,000,000

20p

01 September 2011 to 31 August 2016

01 October 2010

600,000

20p

01 October 2011to 30 September 2016

01 October 2010

500,000

20p

01 October 2012 to 30 September 2017

 

Warrants

 

At 30 September 2012, the following warrants over ordinary shares of the Company had been granted and not yet exercised:

 

Date of grant

Number of shares

Exercise price

Exercise period

12 January 2010

4,000,000

10p

Until 12 January 2015

12 January 2010

4,000,000

20p

Until 12 January 2015

16 February 2010

500,000

12p

Until 2 February 2015

16 February 2010

500,000

22p

Until 2 February 2015

11 May 2011

15,450,000

2p

Until 10 December 2015

5 September 2012

2,000,000

2p

Until 10 December 2015

1 March 2012

5,000,000

2p

Until 10 December 2015

26 September 2012

500,000

2p

Until 10 December 2015

 

7. Share based payment

 

Equity-settled share option plan

 

The Group unapproved share option scheme was established to provide equity incentives to the directors of, employees of and consultants to the Company. The scheme is administered by the Board. Awards to directors are recommended by the Remuneration Committee. The options are exercisable during a period (being not less than one year), such period to commence on a date determined by the Board, but not longer than five years from the date that they first become exercisable. Options are forfeited if the employee leaves the Group before the options vest.

 

At 30 September 2012, the following options over ordinary shares of the Company had been granted and not yet exercised:

 

Date of grant

Number of options

Weighted average

Exercise price

 

 

 

Outstanding at 1 April 2011

14,100,000

21.3p

Granted during the period

-

-

Lapsed during the period

2,000,000

20.0p

Outstanding at 30 September 2011

12,100,000

21.5p

Granted during the period

-

-

Lapsed during the period

-

-

Outstanding at 1 April 2012

12,100,000

21.5p

Granted during the period

-

-

Lapsed during the period

-

-

Outstanding at 30 September 2012

12,100,000

21.5p

 

 

 

Exercisable at 30 September 2011

11,000,000

21.6p

Exercisable at 31 March 2012

12,100,000

21.5p

Exercisable at 30 September 2012

12,100,000

21.5p

 

 

 

At 30 September 2012, the weighted average remaining contractual life of the options outstanding was 1.96 years (2011: 3 years)

 

Equity settled warrants

 

At 30 September 2012, the following warrants have been issued and remain unexercised:

 

 

Date of grant

Number of options

Weighted average

Exercise price

 

 

 

Outstanding at 1 April 2011

9,000,000

15.2p

Granted during the period

-

-

Lapsed during the period

-

-

Outstanding at 30 September 2011

9,000,000

15.2p

Granted during the period

22,500,000

2p

Lapsed during the period

-

-

Outstanding at 1 April 2012

31,500,000

5.8p

Granted during the period

500,000

2p

Exercised during the period

(50,000)

2p

Outstanding at 30 September 2012

31,950,000

5.7p

 

 

 

Exercisable at 30 September 2011

9,000,000

15.2p

Exercisable at 31 March 2012

31,500,000

5.8p

Exercisable at 30 September 2012

31,950,000

5.7p

 

 

 

Warrants not issued

Ely Place Nominees Limited holds an additional 2,000,000 warrants to be distributed among the employees of, directors of and consultants to the Company as instructed by the Board.

 

In addition, Monford Holdings Limited holds an additional 25,000,000 warrants to be distributed among the employees of, directors of and consultants to the Company as instructed by the Board and Letsun Limited holds an additional 9,000,000 warrants to be distributed among the employees of, directors of and consultants to the Company as instructed by the Board.

 

At 30 September 2012, the weighted average remaining contractual life of the warrants outstanding was 2.52 years (2011: 3.6 years).

 

The fair value of the options and warrants was determined using the Black-Scholes option pricing model using the following assumptions:

 

2012

2011

 

 

 

Share price at the date of grant - options issued

-

Market price

Share price at the date of grant - warrants issued

2p

-

Risk free interest rate

2.14%

1.69% - 2.14%

Annual dividend yield

Nil

Nil

Expected volatility

53%

52% - 53%

Expected period until exercise after vesting

4.6 years

2 - 4.6 years

Fair value at the date of grant - options

-

9p

Fair value at the date of grant - warrants

18.7p

1.9p

 

 

 

Risk free interest rate is based on the 5 year gilt rate at the date of grant. Annual dividend yield is based on management's immediate intention to re-invest operating cash flows. Expected volatility was determined by calculating the historical volatility of the Group's share price over the previous year. The expected period until exercise is based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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