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Final Results for the year ended 31 March 2010

5 Aug 2010 07:00

RNS Number : 5483Q
Aurum Mining PLC
05 August 2010
 



AURUM MINING PLC ("Aurum" or "the Company")

 

5 August 2010

 

FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2010

 

Aurum Mining plc (AIM: AUR) is pleased to announce its final results for the year ended 31 March 2010.

 

Review of Activities

 

The last twelve months have been a period of significant consolidation and transformation for Aurum and the Company is now free and unencumbered to pursue its 'post Andash' strategy.

 

At the beginning of the period, the objectives of the Company were twofold - most importantly was the completion of the deal to dispose of the Group's Andash asset in the Kyrgyz Republic to Kentor Gold Limited ('Kentor') and secondly, following ratification of the Company's investing policy by Shareholders in November 2009, was the goal of finding a new and appropriate value adding project for the Company.

 

Andash disposal process

It was of immense credit to the Board and management of the Company that we were able to announce the completion of the disposal of the Andash asset in December 2009. Gross proceeds for the disposal amounted to US$15m which included repayment of a US$13.5m loan. The Company also agreed to buy back a 10% stake in the Andash asset from its local partner in Kyrgyzstan, Investcenter Talas LLC ('ITL') for US$1.25m and this transaction was completed in January 2010.

 

In the Board's view, a further key step necessary to 'free up' the Company's balance sheet was to get a release from the warranties and indemnities that were given to Kentor under the terms of the Andash sale agreement which completed in December 2009. As long as these potential contingent liabilities remained, and regardless of how remote the risk of any claim actually was, it was always going to restrict the free cash position and hence the valuation of the company.

 

In March 2010, Aurum announced that it had agreed to sell its remaining 10% of Andash to Kentor, in a transaction that also released Aurum from the warranties and indemnities. Unfortunately, in April 2010, the well publicised unrest in Kyrgyzstan in which the President was overthrown and parliament was dissolved, led to this agreement lapsing.

 

With the on-going unrest and instability within the country ever since, it was a considerable achievement for the company to enter into a new deal with Kentor in June 2010 under which Aurum has been released by Kentor from all the warranties and indemnities that were given at the time of the Andash disposal. In consideration for a release from the potential liabilities, Aurum agreed to give Kentor an option to acquire the Group's 10% stake in the Andash project for US$1.8m. So at a time of severe difficulties in Kyrgyzstan not only has the Company now got a release from potential liabilities which frees up the balance sheet but should Kentor exercise their option the Company will also make a gain of $550K on its 10% shareholding in Andash - a remarkable transaction considering the very difficult market conditions.

 

We continue to keep a very active eye on events unfolding in Kyrgyzstan, and view the recent referendum on a new constitution as a positive step; however with the tragic deaths in recent ethnic clashes, tension runs high and we need to see the results of the impending parliamentary elections in October before full confidence can return.

 

Our thoughts and prayers go out to all those affected by the humanitarian crisis.

 

Investing policy

Following Shareholder approval of the Company's investing policy in November 2009 and post completion of the Andash disposal in December 2009, Aurum became an investing company.

 

This means that, under the AIM Rules, from December 2009, the Company has 12 months in which to make an acquisition or acquisitions which would constitute a reverse takeover. The Company's investing policy is consistent with the vision that was set out in the Chief Executive's review in the Company's 2009 Annual Report. In summary, the Board felt confident that the Company possessed unique strengths and skills to take advantage and exploit some of the mining opportunities available in the market and that it could establish avenues for enhancing stakeholder value through partnering on such projects.

 

Immediately following the completion of the Andash disposal and in accordance with the mandate given to the Company by Shareholders, the Board commenced a comprehensive exercise to find new projects for the Company and despite the relatively poor market conditions the Board was greatly encouraged by the types of deals and opportunities that were identified. Indeed the Company examined over fifteen projects and reached advanced discussions on three separate opportunities and due diligence was undertaken on each of them. Whilst none of these projects completed, the Board felt extremely confident of finding a new project capable of delivering strong Shareholder returns.

 

Notwithstanding the approval by Shareholders of the Company's investing strategy in late 2009, a core group of the Company's major Shareholders have now come forward and made clear their objective for Aurum is to take cash out of the Company. While cognisant of Shareholder opinion, the Board unanimously feel that the demands of these Shareholders for immediate cash are not in the interests of all shareholders.

 

In March 2009, and following the return of circa £16m to Shareholders the Company was left with a compromised Andash asset and limited resources. Since then management has entirely turned around the fortunes of the Company and have realised value against what many Shareholders believed was an impossible backdrop. With this value creation, the Board felt very confident of delivering much greater value for Shareholders through an acquisition strategy, than a return of cash would offer.

 

Despite efforts to dissuade this group of large Shareholders, the Board acknowledges the wishes of the majority of the Shareholders and, as announced in July 2010, processes are now being put in place to return a very substantial proportion of the Company's cash to Shareholders while preserving and protecting the Company's assets.

 

Return of cash

The Board is currently working on a structure that would result in a return of cash of 15 pence per share, or approximately £7.5m.

 

This cash will be returned by way of a capital reduction and the process followed will be consistent with that used by the Company to return cash to Shareholders in 2009. The Board is still assessing the Company's potential UK tax liabilities for the financial year ending 31 March 2010, and while it is confident that no tax liabilities exist, the quantum of the potential cash return would need to be reduced by the quantum of any such liability. The tax returns for this period are currently being finalised and will be submitted to HMRC shortly.

 

It is the current belief of the Board that the process will take 3-4 months to implement and the Board therefore expects the cash to be returned at some point during the fourth quarter of this calendar year. The prime reasons for this lead time are the need for Shareholder approval and the necessity of a court process to approve the transaction.

 

A Circular outlining the Board's proposals for the return of cash will be sent to Shareholders shortly.

 

Future strategy

As outlined above, the Board's new strategy is twofold - on the one hand it will satisfy the demands of the major Shareholders by returning a significant proportion of cash while on the other hand it will be preserving the status of the Company so that value can be delivered from both the residual holding in the Andash asset and from the shell company that will remain once the cash is returned.

 

The Board is currently undertaking steps to reduce the cost base as far as is practicable, while retaining the skill base necessary to enable the Company to deliver on this strategy, and as part of this the number of Board members will be reducing from five to three as soon as the cash is returned to Shareholders.

 

The remaining three Directors will have their future terms and conditions revised to reflect the decreased operational activity of the Company.

 

Financials

For the year to 31 March 2010, the Group reported a loss of $1.0m compared to a loss of $10.1m in 2009.

 

Free cash at the end of July 2010 was circa £8.55m.

 

During this year of transition, cash management and cost control have remained key priorities for the Company.

 

People

We would like to thank our staff in both the UK and the Kyrgyzstan for their unwavering effort and determination during this difficult time. We'd also like to thank the Company's advisers and consultants for their support.

 

Sean Finlay

Chairman

 

Mark Jones

Chief Executive Officer

 

4 August 2010

 

 

It is anticipated that the Company's Annual Report will be dispatched to shareholders later today. The Accounts include notice of the Company's Annual General Meeting to be held at 12 noon on 13 September 2010 at 4 More London Riverside, London, SE1 2AU. A hard copy of the Annual Report and the notice of the AGM are also available on the Company's website: http://www.aurummining.net.

 

 

For Further Information

 

Aurum Mining Plc Tel: 020 7499 4000

Mark Jones, Chief Executive Officer

Chris Eadie, Chief Financial Officer

 

Arbuthnot Securities Tel: 020 7012 2000

James Steel / Richard Johnson

 

 

 

Consolidated Income Statement

Year ended 31 March 2010

2010

2009

$'000

$'000

Administrative expenses

(2,428)

(2,111)

Operating loss

(2,428)

(2,111)

Finance income

739

1,706

Loss for the year before taxation

(1,689)

(405)

Taxation

-

-

Loss for the year from continuing operations

(1,689)

(405)

Profit /(loss) for the year from discontinued operations

726

(9,716)

Loss attributable to the equity shareholders of the parent company

(963)

(10,121)

Loss per share expressed in US cents per share

From continuing operations

Basic and Diluted

(3.51)c

(0.84)c

From discontinued operations

Basic and Diluted

1.51c

(20.16)c

Total operations

Basic and Diluted

(2.00)c

(21.00)c

 

 

Consolidated Statement of Comprehensive Income

Year ended 31 March 2010

2010

2009

$'000

$'000

Loss after taxation for the financial year

(963)

(10,121)

Other comprehensive income:

Exchange translation differences on consolidation of Group entities

 

(28)

 

(14,528)

Other comprehensive income

(28)

(14,528)

Total comprehensive expense attributable to the equity shareholders of the parent company

 

(991)

 

(24,649)

 

 

Consolidated and Company Statement of Financial Position

As at 31 March 2010

Group

Company

2010

2009

2010

2009

$'000

$'000

$'000

$'000

Assets

Non-current assets

Available for sale financial asset

1,250

-

-

-

Property, plant and equipment

11

13,974

11

15

Investment in subsidiaries

-

-

-

4,603

Amounts owed by subsidiaries

-

-

1,242

9,419

Total non-current assets

1,261

13,974

1,253

14,037

Current assets

Inventories

-

40

-

-

Receivables

280

962

279

727

Cash and cash equivalents

14,584

25,680

14,579

25,620

Total current assets

14,864

26,682

14,858

26,347

Total assets

16,125

40,656

16,111

40,384

Liabilities

Current liabilities

Trade and other payables

503

406

491

212

Total current liabilities

503

406

491

212

 

 

 

 

Total liabilities

503

406

491

212

Net assets

15,622

40,250

15,620

40,172

 

Capital and reserves attributable to the equity holders of the company

Share capital

921

921

921

921

Share premium account

40,609

64,295

40,609

64,295

Merger reserve

5,816

5,816

5,816

5,816

Presentational currency translation reserve

(13,495)

(13,467)

(13,493)

(15,545)

Warrant reserve

350

350

350

350

Retained earnings

(18,579)

(17,665)

(18,583)

(15,665)

 

Total Equity

15,622

40,250

15,620

40,172

 

 

Consolidated Statement of Changes in Equity

Year ended 31 March 2010

 

Share capital

 

 

Share premium

Merger reserve

Presentational currency translation reserve

Warrant reserve

Retained earnings

 Total Equity

$'000

$'000

$'000

$'000

$'000

$'000

$'000

At 1 April 2008

921

64,295

5,816

1,061

350

(7,180)

65,263

Total comprehensive expense for the year

-

-

(14,528)

-

(10,121)

(24,649)

Share based payments

-

 

-

-

-

-

(364)

(364)

 

 

 

 

 

 

 

At 31 March 2009

921

64,295

5,816

(13,467)

350

(17,665)

40,250

Total comprehensive expense for the year

-

 

-

-

(28)

-

(963)

(991)

Issue of B shares (see note 18)

23,686

 

(23,686)

-

-

-

-

-

Capital repayments to shareholders (see note 18)

(23,686)

 

 

-

-

-

-

-

(23,686)

Share based payments

-

 

-

-

-

-

49

49

 

 

 

 

 

 

 

At 31 March 2010

921

40,609

5,816

(13,495)

350

(18,579)

15,622

 

 

Company Statement of Changes in Equity

Year ended 31 March 2010

 

Share

capital

 

 

Share premium

Merger reserve

Presentational currency translation reserve

Warrant reserve

Retained earnings

Total Equity

$'000

$'000

$'000

$'000

$'000

$'000

$'000

At 1 April 2008

921

64,295

5,816

1,284

350

(4,762)

67,904

Total comprehensive expense for the year

-

 

-

-

(16,829)

-

(10,539)

(27,368)

Share based payments

-

 

-

-

-

-

(364)

(364)

 

 

 

 

 

 

 

At 31 March 2009

921

64,295

5,816

(15,545)

350

(15,665)

40,172

Total comprehensive expense for the year

-

 

-

-

2,052

-

(2,967)

(915)

Issue of B shares (see note 18)

23,686

 

(23,686)

-

-

-

-

-

Capital repayments to shareholders (see note 18)

(23,686)

 

 

-

-

-

-

-

(23,686)

Share based payments

-

-

-

-

-

49

49

At 31 March 2010

921

40,609

5,816

(13,493)

350

(18,583)

15,620

 

The following describes the nature and purpose of each reserve within owners' equity.

 

Reserve

Description and purpose

Share premium

Amounts subscribed for share capital in excess of nominal value.

Merger reserve

 

 

Merger relief reserve for amount in excess of nominal value on issue of shares in relation to business combinations.

 

Warrant reserve

 

Fair value of the warrants issued as part of compound financial instruments.

 

Presentational currency translation reserve

Gains/losses arising on retranslating the net assets of Group operations into US Dollars.

Retained earnings

 

 

Cumulative net gains and losses recognised in the income statement less distributions made.

 

The Company has taken advantage of the exemption provided under Section 408 of the Companies Act 2006 not to publish its individual income statement, statement of comprehensive income and related notes. The Company's loss for the year was $2,967k (2009: loss of $10,539k).

 

 

Consolidated and Company Cash Flow Statements

Year ended 31 March 2010

 

Group

Company

2010

2009

2010

2009

$'000

$'000

$'000

$'000

Cash flows from operating activities

Loss for the year before tax

(963)

(10,121)

(2,967)

(10,539)

Adjustments for:

Depreciation of property, plant and equipment

10

1,648

10

12

Finance income

(739)

(1,706)

(739)

(1,720)

Finance expense

-

-

-

-

(Profit)/loss on sale of discontinued operations

(1,489)

-

1,255

-

Loss on disposal of property, plant and equipment

-

323

-

-

Impairment losses

-

5,468

48

10,158

Share based payments

49

(364)

49

(364)

Foreign exchange differences

-

371

-

385

Cash flow from operating activities before changes in working capital

(3,132)

(4,381)

(2,344)

(2,068)

Decrease/(increase) in inventories

-

422

-

-

Decrease/(increase) in trade and other receivables

671

(129)

516

(568)

Increase/(decrease) in trade and other payables

101

(1,225)

281

(477)

Taxation

-

-

-

-

Net cash flow used in operating activities

(2,360)

(5,313)

(1,547)

(3,113)

Investing activities

Purchase of property, plant and equipment

(26)

(1,265)

(4)

-

Disposal of discontinued operations, net of cash disposed of

1,473

-

1,473

-

Proceeds from the sale of property, plant and equipment

-

344

-

-

Purchase of available for sale financial asset

(1,250)

-

-

-

Interest income

5

1,335

5

1,335

Net cash flow from investing activities

202

414

1,474

1,335

Financing activities

Capital repayments to shareholders

(23,686)

-

(23,686)

-

Increase in loans to subsidiaries

-

-

(1,993)

(2,954)

Repayment of loan

13,500

-

13,500

-

 

 

 

 

Net cash flow used in financing activities

(10,186)

 -

(12,179)

(2,954)

Net decrease in cash and cash equivalents

(12,344)

(4,899)

(12,252)

(4,732)

Cash and cash equivalents at the beginning of the year

25,680

41,730

25,620

41,720

Effect of exchange rate changes on cash and cash equivalents

1,248

(11,151)

1,211

(11,368)

Cash and cash equivalents at the end of the year

14,584

25,680

14,579

25,620

 

Principal activity

Following the completion of the disposal of the Andash asset in December 2009, the Company became an 'investing company' pursuant to Rule 15 of the AIM Rules for Companies.

 

The Company's investment strategy is to acquire mining assets either by taking outright control or through partnering arrangements.

 

Prior to the disposal of the Andash asset the Group operated mining assets in Kyrgyzstan.

 

Dividends

The Directors do not recommend payment of a dividend for the year (2009: £nil).

 

Principal risks and uncertainties

At the present time, there is strong competition within the mining industry for the identification and acquisition of appropriate assets. The Company competes with other exploration and production companies for these assets, some of which have greater financial resources than the Company, for the acquisition of properties, leases and other interests. The challenge for management is to secure appropriate assets without having to overpay for them.

 

 

Key performance indicators (KPIs)

The Company is currently an investing company, with an intention of becoming a resource development or exploration entity in due course. Consequently, the key performance indicators for the Company will be linked to the specific projects acquired and the increase in overall enterprise value of the Company.

 

The key performance indicators of the Group are as follows:

 

2010

2009

Loss per share

$(2.00)c

$(21.00)c

Share price at 31 March

13.9p

37.0p

Cash at bank

$14.6m

$25.7m

Cash returned to shareholders

$23.7m

-

 

 

Notes

 

1. Basis of Preparation

 

The financial information set out above, which was approved by the Board on 4 August 2010, has been compiled in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"), but does not contain sufficient information to comply with IFRS. The Company expects to distribute its full financial statements that comply with IFRS shortly. The financial statements have been prepared on the historic cost basis.

 

The financial information set out above does not constitute the Company's statutory accounts for the year ended 31 March 2010 but is extracted from those accounts. The Company's statutory accounts for the year ended 31 March 2010 will be filed with the Registrar of Companies following the Company's annual general meeting. The independent auditors' report on those accounts was unqualified, did not draw attention to any matters by way of emphasis without qualifying those accounts and did not contain any statement under section 498(2) or (3) of the Companies Act 2006. The Company's statutory accounts for the year ended 31 March 2009 have been filed with the Registrar of Companies. The independent auditors' report on those accounts was unqualified, did not draw attention to any matters by way of emphasis without qualifying those accounts and did not contain any statement under Section 237(2) or (3) of the Companies Act 1985.

 

The financial statements have been prepared on a going concern basis. The Board feel the Group has sufficient cash resources to enable it to pursue its strategy and continue as a going concern.

 

2. Segmental Information

 

The group has two reportable segments:

 

Corporate - The Head Office activities of the Group and all non-current assets allocated to corporate activities in the United Kingdom.

 

Mining - The mining, production and exploration of gold and other precious metals and all non-current assets allocated to mining activities in the Kyrgyz Republic.

 

The operating results of these segments are regularly reviewed by the Group's chief operating decision makers in order to make decisions about the allocation of resources and assess their performance.

 

The accounting policies of these segments are in line with those described in the full Annual Report.

 

The segment results as follows:

 

Year ended 31 March 2010

Corporate

$'000

Mining

$'000

Group

$'000

Profit on sale of discontinued operations

-

1,489

1,489

Operating expenses

(2,428)

(763)

(3,191)

Segment result

(2,428)

726

(1,702)

Finance income

739

Finance expenses

-

Loss before taxation

(963)

Taxation

-

Loss for the year

(963)

 

Year ended 31 March 2009

Corporate

$'000

Mining

$'000

Group

$'000

Operating expenses

(2,101)

(9,726)

(11,827)

Segment result

(2,101)

(9,726)

(11,827)

Finance income

1,706

Finance expenses

-

Loss before taxation

(10,121)

Taxation

-

Loss for the year

(10,121)

 

 

3. Discontinued Activities

 

On 22 December 2009 the Group completed the disposal of Kaldora Company Limited and the Andash Mining Company, which operated in the Kyrgyz Republic. The Group owned 100% of the Andash Mining Company until 22 October 2009, when it disposed of 20% of the Company to local interests as part of settlement of the Bishkek court case and to secure its mining rights. Gross proceeds for the disposal amounted to $15m which included the repayment of a $13.5m intercompany loan by Andash Mining Company.

 

Further details on these transactions can be found in the Review of Activities in the full Annual Report.

 

Financial information relating to the discontinued operations for the period to the date of disposal is set out below.

 

Group

Consideration received:

2010

$'000

 

Consideration Cash

1,501

Consideration Option fee (cash)

250

Legal costs directly attributable to sale of Kaldora and Andash

(278)

Net consideration

1,473

Net assets disposed:

Non-current assets

14,051

Inventories

29

Trade and other receivables

79

Trade and other payables

(2)

Repayment of intercompany loan

(13,500)

Total net assets disposed of

657

Recycling of cumulative translation reserve (Kaldora + Andash)

(673)

Total disposed of

(16)

 

Gain on disposal of discontinued operations

1,489

Results of discontinued operations:

2010

$'000

 

2009

$'000

 

Operating expenses

(763)

(9,716)

Gain from selling operations after tax

1,489

-

Profit/ (loss) from discontinued operations

726

(9,716)

The cash flow statements includes the following amounts relating to discontinued operations:

Cash flow used in operating activities

(763)

(9,716)

Cash flow from investing activities

1,473

(921)

Cash flow from financing activities

13,500

-

Total cash flows from discontinued operations

14,210

(10,637)

 

4. Taxation

 

No current or deferred tax charge has arisen in the current year.

 

The Company and the Group have incurred tax losses for the year and a corporation tax charge is not anticipated. At 31 March 2010, the Group had tax losses of $6.1m (2009: $14.2m) carried forward which can be used against future profits. The majority of these losses arose in a jurisdiction with a lower tax rate than in the UK. However, these losses are only recoverable against future profits, the timing of which is uncertain and as a result no deferred tax asset is being recognized in relation to these losses.

 

The total of potential deferred tax assets relating to tax losses which have not been recognised for in the financial statements amount to $1.7m (2009: $2.3m).

 

The Directors believe that there have been no breaches of foreign tax regulations and that all necessary provisions have been made in these accounts.

 

Current taxation

 

The tax assessed for the year is different from the standard rate of Corporation Tax in the UK. The differences are explained below:

 

2010

2009

$'000

$'000

Loss before taxation

(963)

(10,121)

Loss at the standard rate of Corporation tax

in the UK of 28% (2009: 28%)

 

(270)

(2,834)

Effects of:

Expenses not deductible for tax purposes

(24)

1,972

Unutilised tax losses carried forward

294

862

Current tax charge

-

-

 

The Group did not recognise any deferred tax assets or liabilities at 31 March 2010 or 2009.

 

5. Loss Per Share

 

Basic loss per share is calculated by dividing the loss attributable to the ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

 

For diluted loss per share, the weighted average number of shares in issue is adjusted to assume conversion of all the dilutive potential ordinary shares.

 

In 2010 and 2009 the potential ordinary shares are anti-dilutive and therefore diluted loss per share has not been calculated.

 

At the balance sheet date there were 3,805,000 (2009: 4,305,000) potentially dilutive ordinary shares. Dilutive potential ordinary shares include share options and warrants.

 

 

2010

2009

$'000

$'000

Net loss attributable to equity holders of the parent:

From continuing operations

(1,689)

(405)

From discontinued operations

726

(9,716)

 

 

From total operations

(963)

(10,121)

 

2010

2009

Number

Number

Weighted average number of shares:

Basic Loss per share

48,188,275

48,188,275

Effect of dilutive share options and warrants

-

-

 

 

Diluted loss per share

48,188,275

48,188,275

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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28th Feb 20231:26 pmRNSExercise of Options
8th Dec 20222:34 pmRNSDirector/PDMR Shareholding
6th Dec 20227:00 amRNSDirector/PDMR Shareholding
1st Dec 20222:40 pmRNSDirector/PDMR Shareholding
29th Nov 20222:05 pmRNSSecond Price Monitoring Extn
29th Nov 20222:00 pmRNSPrice Monitoring Extension
29th Nov 20227:00 amRNSResults for the six months ended 30 September 2022
23rd Nov 20227:00 amRNSAdviser Update
17th Nov 20227:00 amRNSNotice of Results and Presentation to Investors
7th Oct 20228:32 amRNSHolding(s) in Company
5th Oct 20227:00 amRNSDirector/PDMR Shareholding
21st Sep 20227:00 amRNSResult of AGM
5th Sep 202210:00 amRNSNotice of AGM
1st Sep 20227:00 amRNSContract Renewal
25th Aug 20227:00 amRNSPosting of Annual Report
23rd Aug 20222:43 pmRNSDirector/PDMR Shareholding
29th Jul 20227:00 amRNSFinal Results
22nd Jul 20227:00 amRNSNotice of Results and Presentation to Investors
6th Jun 20224:41 pmRNSSecond Price Monitoring Extn
6th Jun 20224:36 pmRNSPrice Monitoring Extension
27th Apr 20227:00 amRNSYear End Trading Update
13th Apr 20227:00 amRNSContract Win
24th Mar 20227:00 amRNSContract Win
22nd Mar 20224:37 pmRNSExercise of options
17th Mar 20227:00 amRNSContract Win
3rd Mar 20224:26 pmRNSHolding(s) in Company
11th Feb 20227:00 amRNSGrant of Options and Director/PDMR Dealing
27th Jan 20227:00 amRNSContract Renewals
11th Jan 20227:00 amRNSContract Win
14th Dec 20217:00 amRNSDirector/PDMR Shareholding

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