27 Apr 2012 09:45
Caspian Holdings Plc
27 April 2012
Caspian Holdings Plc
("Caspian" or the "Company")
Final Results for the Year End 31 December 2011
Caspian Holdings (AIM:CSH) with assets including La Parrilla tungsten mine and tailings project in Southwest Spain, announces its audited financial results for the year ended 31 December 2011.
Highlights
·; Strategic diversification achieved through acquisition of Iberian Resources Spain for a consideration of US$1million
§ Comprises the La Parrilla tungsten tailings deposit and the option to acquire the La Parrilla open pit tungsten mine
·; Post year end, successfully negotiated an 18 month exclusive option extension enabling the Company to focus on bringing the La Parrilla tailings processing facility on stream, into production and complete the step out drilling in the extension of the La Parrilla mine area
·; Continued to keep costs low during 2011 with a loss after taxation of £96,213 in comparison to £195,796 in 2010
Michael Masterman, Chairman of Caspian commented: "2011 saw a period of change for Caspian. Moving forward into 2012 Caspian is continuing to pursue and evaluate various opportunities to expand shareholder wealth in minerals such as tungsten - we are attracted by the scarcity and high margins of these commodities.
"Caspian is looking to accomplish solid progress towards production at its La Parrilla site in Spain and develop a strong Company foundation through the acquisition of new exploration assets."
Director Loan
On 11 May 2011 Michael Masterman lent the Company a short term interest free loan of £5,000 for working capital purposes.
The loan falls to be treated as a related party transaction under AIM Rule 13. Consequently, the Independent Directors, being Michael Garland and Byron Pirola, having consulted with Grant Thornton Corporate Finance (the Company's nominated adviser) confirm that they are satisfied that the terms of the loan are fair and reasonable insofar as the shareholders of the Company are concerned.
Financial Statements for the Year Ended 31 December 2011
Caspian Holdings Plc advises that a copy of the Consolidated Financial Statements for the year ended 31 December 2011 is also available on the Company's website www.caspianoil.co.uk
Enquiries:
Caspian Holdings Plc | Grant Thornton Corporate Finance |
Michael Masterman | Gerry Beaney / Melanie Frean / Jen Hatter |
T: +44 (0) 7791 288381 | T: +44 (0) 20 7383 5100 |
www.caspianoil.co.uk | |
Simple Investments | Gable Communications |
Andy Thacker / Nick Emerson | Justine James |
T: +44 (0) 1483 413500 | T: +44 (20 7193 7463 |
www.simple-investments.co.uk | M: +44 (0) 7525 324431 |
CHAIRMAN'S STATEMENT
The year of 2011 was a period of change and development for Caspian Holdings Plc with the successful completion of the strategic expansion into mining through the acquisition of Iberian Resources Spain (IRS) in December.
Iberian Resources Spain
The acquisition of IRS delivered the La Parrilla project comprising 100% ownership of the La Parrilla tungsten tailings deposit and an option to acquire the La Parrilla open pit tungsten mine.
The La Parrilla project site is situated in the Extremadura region of southwest Spain, in the Provinces of Caceres-Badajoz, approximately 310 km southwest of Madrid. The site is accessed directly from the highway along a 3km asphalt road and is serviced by electricity and water.
The project comprises a tungsten mine and a tungsten tailings deposit. The historic mine resource estimated by SRK in 2008 is 36.0m tonnes at 0.09% WO3 making it one of the largest tungsten deposits in the western world. The tailings deposit is expected to be in production within the next 12-18 months (from December 2011).
The price of tungsten has more than doubled over the past three years. The La Parrilla tailings deposit and tungsten mine development offer a low cost, high margin resource development opportunity for Caspian.
In January 2012, IRS commenced a 1,500 metre drilling campaign in order to appraise extensions to the La Parrilla mine. All four holes drilled to date have visible tungsten mineralisation. The assay results for the first hole drilled, IP-01, indicate thick intersections at grades well above the average mine grade of 0.09% WO3.
Black Gold of Kentucky
The Company's oil operations (held through a 50% interest in Black Gold of Kentucky Inc.) at the Barnett Lease in Southern Kentucky, USA continued with limited production. Options to expand operations will be investigated through the year.
Placings
During 2011, the Company completed two capital placements totalling £290,000. The net proceeds were used as working capital and to partially finance the acquisition of Iberian Resources Spain. Financially, Caspian Holdings continued to keep costs low during 2011 with a loss after taxation of £86,593 in comparison to £195,796 in 2010.
Outlook
Moving forward into 2012 Caspian is continuing to pursue and evaluate various opportunities to expand shareholder wealth in minerals such as tungsten - we are attracted by the scarcity and high margins of these commodities.
Caspian Holdings is looking to accomplish solid progress at the La Parrilla site in Spain and develop a strong Company foundation through the acquisition of new exploration assets.
On behalf of the Directors I would like to thank the dedicated team for their hard work and commitment to the Company during 2011 and I am pleased to share their dedication and enthusiasm for this new era and direction of the Company.
Michael Masterman
Chairman
CASPIAN HOLDINGS PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2011
Notes | 2011 £ | 2010 £ | |
CONTINUING OPERATIONS | |||
Revenue | - | - | |
Cost of Sales |
- |
- | |
GROSS LOSS |
| ||
Administrative expenses |
(93,004) |
(79,986) | |
OPERATING LOSS |
(93,004) |
(79,986) | |
Negative Goodwill on Acquisition of Subsidiary |
7 |
106,033 |
- |
Share of loss of Associate |
7 |
(99,622) |
(115,810) |
LOSS BEFORE INCOME TAX |
3 |
(86,593) |
(195,796) |
Income tax |
4 |
- |
- |
LOSS FOR THE YEAR |
(86,593) |
(195,796) | |
Loss attributable to: Owners of the parent |
(86,593) |
(195,796) | |
Earnings per share expresses in pence per share: |
6 | ||
Basic | (-0.01) | (-0.05) | |
Diluted | (-0.01) | (-0.05) | |
| |||
LOSS FOR THE YEAR |
(86,593) |
(195,796) | |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(86,593) |
(195,796) | |
Total comprehensive income attributable to: | |||
Owners of the parent | (86,593) | (195,796) | |
Non-controlling interests | - | - | |
CASPIAN HOLDINGS PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31ST DECEMBER 2011
Notes | 2011 £ | 2010 £ | |
ASSETS
| |||
NON-CURRENT ASSETS | |||
Investment in Associate | 7 | 100,000 | 198,998 |
Intangible Fixed Assets | 8 | 825,000 | - |
Tangible Fixed Assets | 9 | 7,000 | - |
932,000 | 198,998 | ||
CURRENT ASSETS | |||
Trade and other receivables | 10 | 30,475 | 4,275 |
Cash and cash equivalents | 11 | 221,393 | 14,476 |
251,868 |
18,751 | ||
TOTAL ASSETS |
1,183,868 |
217,749 | |
EQUITY | |||
SHAREHOLDERS' EQUITY | |||
Called up share capital | 12 | 811,446 | 446,067 |
Share premium | 11,244,215 | 11,064,419 | |
Retained earnings | (11,431,883) | (11,345,290) | |
Merger Reserve | 385,020 | - | |
TOTAL EQUITY |
1,008,798 |
165,196 | |
LIABILITES | |||
CURRENT LIABILITIES | |||
Trade and other payables | 13 | 175,070 | 52,553 |
TOTAL LIABILITIES |
175,070 |
52,553 | |
TOTAL EQUITY AND LIABILITIES |
1,183,868 |
217,749 | |
The financial statements were approved by the Board of Directors on 27 April 2012 and were signed on its behalf by:
........................................................................
M G Masterman - Director
CASPIAN HOLDINGS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2011
Called up share capital £ | Profit and loss account £ |
Share premium £ |
Merger Reserve £ |
Total Equity £ | |
Balance at 1st January 2010 |
366,066 |
(11,149,494) |
10,944,419 |
- |
160,991 |
Changes in equity | |||||
Issue of share capital | 80,001 | - | 120,000 | - | 200,001 |
Total comprehensive income | - | (195,796) | - | - | (195,796) |
Balance at 31 December 2010 |
446,067 |
(11,345,290) |
11,064,419 |
- |
165,196 |
Changes in equity | |||||
Issue of share capital | 365,379 | - | 179,796 | 385,020 | 930,195 |
Total comprehensive income | - | (86,593) | - | - | (86,593) |
Balance at 31 December 2011 |
811,446
|
(11,431,883) |
11,244,215 |
385,020 |
1,008,798 |
CASPIAN HOLDINGS PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2011
Notes | 2011 £ | 2010 £ | |
Cash flows from operating activities |
| ||
Cash absorbed by operations | 1 | (82,097) | (119,542) |
Cash flows from investing activities | |||
Cash acquired on Acquisition of Subsidiary | 519 | - | |
Investment in associates and subsidiary | - | (67,099) | |
Net cash from investing activities |
|
519 |
(67,099) |
Cash flows from financing activities | |||
Share issue | 108,699 | 80,001 | |
Share premium | 179,796 | 120,000 | |
Net cash from financing activities |
288,495 |
200,001 | |
Increase in cash and cash equivalents |
206,917 |
13,360 | |
Cash and cash equivalents at beginning of year |
14,476 |
1,116 | |
Cash and cash equivalents at end of year |
221,393 |
14,476 | |
CASPIAN HOLDINGS PLC
NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2011
1. | RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS | ||
2011 £ | 2010 £ | ||
GROUP | |||
Loss before income tax |
(86,593) |
(195,796) | |
Impairment of Associates | 99,622 | 115,810 | |
Exchange difference | (624) | - | |
Negative Goodwill on acquisition of subsidiary | (106,033) | - | |
(93,628) |
(79,986) | ||
(Increase)/Decrease in trade and other receivables |
(2,466) |
9,679 | |
Payable on acquisition of subsidiary |
(70,830) |
- | |
Increase/(Decrease) in trade and other payables |
84,827 |
(49,235) | |
Cash absorbed by operations |
(82,097) |
(119,542) | |
COMPANY | |||
Loss before Income Tax |
(192,626) |
(195,796) | |
Impairment of Associates | 99,622 | 115,810 | |
(93,004) |
(79,986) | ||
(Increase)/Decrease in Trade and other receivables |
(11,421) |
9,679 | |
Payable on acquisition of subsidiary |
(70,830) |
- | |
Increase/(Decrease) in Trade and other payables |
93,159 |
(49,235) | |
Cash absorbed by operations |
(82,096) |
(119,542) | |
3. LOSS BEFORE INCOME TAX
The loss before income tax is stated after charging:
2011 £ | 2010 £ | |
Auditors Remuneration | 15,000 | 4.500 |
The costs accounted for in 2011 represent the auditor's remuneration for the 2010 accounts, and a provision for the 2011 accounts, each being £7,500.
4. INCOME TAX
Analysis of the tax charge
No liability to UK corporation tax arose on ordinary activities for the year ended 31 December 2011 nor for the year ended 31 December 2010.
The difference between the effective provision for tax and statutory tax provision at the statutory rate is reconciled as follows:-
|
6. LOSS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.
Reconciliations are set out below.
Earnings £ | 2011 Weighted average number of shares |
Per-share amount pence | |
Basic EPS | |||
Earnings attributable to ordinary shareholders | |||
Effect of dilutive securities | (86,593) | 461,843,544 | (0.01p) |
Diluted EPS | |||
Adjusted earnings | (86,593) | 461,843,544 | (0.01p) |
Earnings £ | 2010 Weighted average number of shares |
Per-share amount pence | |
Basic Loss per share | |||
Earnings attributable to ordinary shareholders | (195,796) | 406,065,131 | (-0.05) |
Effect of dilutive securities | |||
Diluted Loss per share | |||
Adjusted earnings | (195,796) | 406,065,131 | (-0.05) |
7. INVESTMENT IN ASSOCIATED UNDERTAKINGS
The group or the company's investments at the balance sheet date in the share capital of companies include the following:
Group | ||
£ 2011 | £ 2010 | |
COST | ||
At 1st January 2011 | 198,998 | 247,709 |
Impairments | (99,622) | (115,810) |
Additions | - | 67,099 |
Exchange movement | 624 | - |
At 31 December 2011 |
100,000 |
198,998 |
NET BOOK VALUE | ||
At 31 December 2011 | 100,000 | 198,998 |
At 31 December 2010 |
198,998 |
247,709 |
Company
2011 | 2010 | |
Additions during the year at cost | 712,530 | - |
At 31st December 2011 |
712,530 |
- |
Analysis of Net Assets Acquired of Iberian Resources Spain SL at Historic Cost
Historic Cost Fair Value
Intangible Assets | 718,967 | 825,000 |
Tangible Fixed Assets | 7,000 | 7,000 |
Other Debtors | 23,734 | 23,734 |
Cash at Bank | 519 | 519 |
Trade Creditors | (10,140) | (10,140) |
Other Creditors | (19,220) | (19,220) |
Amount due to Caspian Holdings PLC | ( 8,330) | (8,330) |
Total Acquisition Cost | £712,530 | £818,563 |
The acquisition cost consisted of the issue of 256,680,000 Ordinary 0.1p shares at a premium of 0.15p per share, and the sum of £70,830 due in cash.
Subsidiaries
Caspian USA Inc
Country of incorporation: United States of America
Nature of business: Oil Exploration
% | |||
Class of shares: | holding | ||
Ordinary | 100.00 | ||
2011 £ | 2010 £ | ||
Aggregate capital and reserves | 100,000 | 198,998 |
Iberian Resources Spain SL
Country of incorporation: Spain
Nature of business: Exploration and development of tungsten mining.
% | ||
Class of shares: | holding | |
Ordinary | 100 |
Associate
Black Gold of Kentucky Inc
Country of incorporation: United States of America
Nature of business: Oil Exploration
% | |||
Class of shares: | holding | ||
Ordinary | 50.00 | ||
2011 £ | 2010 £ | ||
Aggregate capital and reserves | 100,000 | 198,998 |
Black Gold of Kentucky Inc is an associated undertaking of Caspian USA Inc.
The Group's investment in its associate is represented by:
Share of net assets
2011 £ | 2010 £ | |
Share of Capitalised Oil Lease Development | 210,695 | 210,695 |
Share of Current assets | 67 | 215 |
Share of Current Liabilities | (11,140) | (11,912) |
199,622 | 198,998 | |
Less: Impairment |
(99,622) |
- |
100,000 | 198,998 |
8. INTANGIBLE FIXED ASSETS
2011
Historic Costs Fair Value
GROUP | ||
Additions during the year |
718,967 |
825,000 |
Net Book Value at 31st December 2011 | £718,967 | £825,000 |
The above represents capitalised testing works and concessions costs acquired in the acquisition of Iberian Resources Spain SL revalued to fair value
9. TANGIBLE FIXED ASSETS
2011
Historic Cost
And Fair Value
GROUP | |
Plant and Machinery Additions during the year |
£7,000 |
Net Book Value 31st December 2011 | £7,000 |
Both the Intangible and Tangible Fixed Assets were acquired on 31st December 2011 as part of the acquisition of Iberian Resources Spain SL at fair value. Consequently no depreciation or Amortisation have been charged.
10. TRADE AND OTHER RECEIVABLES
Group | Company | |||
2011 £ | 2010 £ | 2011 £ | 2010 £ | |
Current: | ||||
Amounts owed by group undertakings | - | - | 108,329 | 198,998 |
VAT | 26,137 | - | 2,406 | - |
Prepayments | 4,338 | 4,275 | 4,337 | 4,275 |
30,475 |
4,275 |
115,072 |
203,273 | |
11. CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents consist of balances held in the Company bank accounts.
12. CALLED UP SHARE CAPITAL
Allotted and issued: | ||||
Number: | Class: | Nominal Value: | 2011 £ | 2010 £ |
811,446,556 | Ordinary | 0.1p | 811,446 | 446,067 |
108,701,425 Ordinary shares of 0.1p were issued during the year for cash, and
256,680,000 Ordinary shares of 0.1p were issued in respect of the acquisition of Iberian Resources Spain SL.
13. TRADE AND OTHER PAYABLES
Group | Company | |||
2011 £ | 2010 £ | 2011 £ | 2010 £ | |
Current: | ||||
Trade creditors | 59,002 | 36,719 | 48,861 | 36,719 |
Accruals and deferred income | 11,030 | 4,780 | 11,030 | 4,780 |
VAT | - | 1,063 | - | 1,063 |
Directors' loan accounts | 14,991 | 9,991 | 14,991 | 9,991 |
Other Creditors | 90,047 | - | 70,830 | - |
175,070 | 52,553 | 145,712 | 52,553 | |
14. RELATED PARTIES
The balance owed to M. Masterman at the start of the year was £9,991. A further £5,000 was lent by him on 11 May 2011, therefore the balance owed at the year end was £14,991. The loan was a short term advance to the Company for working capital purposes and attracted no interest.
The loan falls to be treated as a related party transaction under AIM Rule 13. Consequently, the Independent Directors, being Michael Garland and Byron Pirola, having consulted with Grant Thornton Corporate Finance (the Company's nominated adviser) confirm that they are satisfied that the terms of the loan are fair and reasonable insofar as the shareholders of the Company are concerned.
On 31st December 2011 the Company acquired Iberian Resources Spain SL, a company previously 100% owned by Australian Iron Ore PLC, a company of whom Mr M Masterman is a Director and 50% Shareholder.
At the year end, the holding company owed £70,830 to Australian Iron Ore PLC as part of the acquisition cost of Iberian Resources Spain SL from the company.