Half-yearly Report

Half-yearly Report

Armadale Capital Plc

Armadale Capital Plc

(“Armadale” or the “Company”) (previously Watermark Global Plc)

Interim Results for the six months Ended 30 June 2013

Armadale, the AIM-quoted company with interests in acid mine drainage and coal briquetting in South Africa and gold in Democratic Republic of the Congo (“DRC”) announces its interim results today.

Overview

• Affirmed position as a diversified, natural resource focused investment company
• Strategic 40% interest in Mine Restoration Investments Ltd, which offers near term revenue generation from coal briquetting operation in South Africa
  • Coal briquetting plant close to completion and commercial production is anticipated to commence soon
• Post period-end invested $150,000 in Netcom Global Inc (“Netcom”). for a 15% stake with option agreement to take up this up to 90%. Netcom has rights to an 80% interest in the Mpokoto Gold project in the Democratic Republic of the Congo (‘DRC’
  • Mpokoto has an indicated and inferred JORC resource of 380,000 oz Au, with potential to significantly increase, and is amenable to low-cost heap leaching
• Strengthened balance post period-end by raising £500,000 through placing of new ordinary shares to support investment strategy
• Established Board with proven experience operating in the African minerals and mining industry
• EGM on 23 September approved new investment policy

Peter Marks, Chairman, said “ Since the beginning of the year the Company has made important advances in achieving our strategy of becoming a diversified natural resource-focused investment company. The impending commencement of commercial production of coal briquettes by MRI is a significant step. Our investment post period-end in Mpokoto, provides us with access to a low cost and near term gold project with potential to provide significant upside for shareholders. We thank all shareholders for their continued interest in Armadale and look forward to bringing you further up to date on our expanding asset base in the coming months.”

Results Summary

Loss after tax for the six month period ended 30 June 2013 was £607,000 (2012: Profit of £2,638,000), a loss of 0.04p per share (2012: profit of 0.17p per share). This loss is inclusive of an impairment of the investment in MRI. Since the period end the Company raised £500,000 excluding expenses from a placing of ordinary shares and a sum of $150, 000 has been invested in Netcom.The cash position of the Company at 31 August 2013 was approximately £490,000.

Enquiries:

Armadale Capital Plc

Charles Zorab, Investor Relations Tel: + 44(0) 20 7233 1462

Nominated Adviser: finnCap Limited

Stuart Andrews / Chris Raggett Tel: [phone]

CHAIRMAN’S STATEMENT

PERIOD UNDER REVIEW

Since the beginning of the year the Company has made important advances in achieving our strategy of becoming a diversified natural resource-focused investment company. The name change from Watermark Global Plc to Armadale Capital Plc is an outward sign of a process that began in June 2012 with the sale of our operating subsidiary for cash and 40% of the shares in Mine Restoration Investments Ltd. (“MRI”), a South African listed company. Most recently we have made a further significant step with the investment in the Mpokoto Gold project in the Democratic Republic of the Congo.

INVESTMENT PORTFOLIO

The Company has a significant equity investment in MRI, where we own approximately 40% as well as holding a loan note secured on further MRI equity. The related debt due from Trinity Asset Management (Pty) Ltd. of approximately £1.0 million at 30 June 2013 continues to be secured on shares held in MRI and has been extended for repayment until 12 January 2014. Interest is charged at 2% above prime rate in South Africa with payments received in accordance with the loan terms during the six months. The Directors remain satisfied with the performance of MRI, where we now have board representation and which offers the prospect of attractive near term revenue generation from its coal briquetting operation in South Africa. The development of the coal briquetting plant is close to completion and commercial production is anticipated to commence soon. There are opportunities to build further plants at other mines in South Africa and beyond where the commercialisation of coal fines could be an important factor.

In addition, our small portfolio of publicly quoted gold shares continues to perform well on the back of improving sentiment in the gold sector. The Directors are keeping this portfolio under review.

Our most recent investment, after the period end, is in the Mpokoto Gold project in the Democratic Republic of the Congo which your board believes has considerable potential. The Company invested $150,000 for a 15% stake in Netcom Global Inc., together with an option to acquire up to 90% of this company, which has the right to take an 80% interest in the Mpokoto Gold Project. This 7 million tonne deposit, with a grade of 1.65% Au, has an indicated and inferred JORC resource of 380,000 oz gold and is amenable to low-cost heap leaching. Recovery from the oxide ore is expected to exceed 80% and from the transition ore more than 60%. Furthermore, there is a target potential of a 20-24m tonnes with a grade of 1.5-1.8 g/t gold. This is an exciting prospect and fits our criteria of near-term, low-cost production potential.

CORPORATE

We have continued to strengthen our corporate abilities with Justin Lewis joining the Board in June 2013 as a director, bringing with him extensive experience in the African minerals and mining industry

We recently held a general meeting of shareholders to amend our investment policy which will broaden our ability to make investments and take advantage of opportunities as well as expand the areas we are able to operate in.

PLACING

In July 2013 we raised £500,000 in a placing of new ordinary shares so that we could continue our strategy of investment in natural resource projects, such as Mpokoto. We were extremely pleased with the response to this placing in which the Board participated significantly. By using both cash and shares we hope to be attractive to both vendors and partners in prospective investments as well as obtaining upside potential for current shareholders.

OUTLOOK

In the meantime we are excited by the prospect of commercial production of coal briquettes by MRI. We continue to assess the Mpokoto Gold Project and look forward to being able to expand our interest in it which we believe will be very beneficial for shareholders.

We believe we have the makings of a growing diversified resource-based investment company, with significant potential in a world where there are many opportunities available for those able and nimble enough to take advantage. Entry costs have fallen and commodity prices are still satisfactory, creating an ideal platform for Armadale to execute on value accretive investment opportunities.

We thank all shareholders for their continued interest in Armadale and look forward to bringing you further updates on our expanding asset base in the coming months.

Peter Marks

Chairman

Unaudited Condensed Consolidated Statement of Comprehensive Income

For the period ending 30 June 2013

	Â		Â	Six months ended
		Note		30 June 2013	Â	30 June 2012
				£’000		£’000
Continuing operations
Interest income				60		1
Depreciation				(1)		(1)
Share of (loss)/profit from Associate		5		(328)		-
Impairment of investments		5		(56)		-
Consulting expenses				-		(16)
Other expenses				(282)		(97)
Loss before tax				(607)		(113)
Taxation				-		-
(Loss)/profit for the period from continuing operations				(607)		(113)
							Â
Discontinued Operations
Profit for the period from discontinued operations				-		2,751
(Loss)/profit for the period				(607)		2,638
							Â
Other comprehensive income
Exchange differences on translating foreign operations
Exchange differences arising during the period				-		78
Total comprehensive (loss)/profit for the period				(607)		2,716
							Â
Total comprehensive (loss)/profit attributable to
Members of the parent company				(607)		2,716
							Â
(Loss)/earnings per share
From continuing operations
Basic and fully diluted		3		(0.04)p		0.17p

Unaudited Condensed Consolidated Statement of Financial Position

At 30 June 2013

	Â	Notes	Â	30 June 2013	Â	31 December 2012
				£’000		£’000
Assets
Non-Current assets
Investments		4		99		2,148
Investment in associate		5		1,764		-
Property, plant and equipment				-		1
				1,863		2,149
Current assets
Trade and other receivables				1,178		1,167
Cash and cash equivalents				236		550
				1,414		1,717
				Â		Â
Total assets				3,277		3,866
							Â
Equity and liabilities
Share capital		6		2,297		2,297
Share premium account				10,856		10,856
Share option reserve				1,428		1,428
Retained earnings				(11,368)		(10,761)
Equity attributable to members of the parent company				3,213		3,820
							Â
Current liabilities
Trade and other payables				64		46
Total liabilities				64		46
				Â		Â
Total equity and liabilities				3,277		3,866

Unaudited Condensed Consolidated Statement of Changes in Equity

For the period ended 30 June 2013

	Â	Share Capital £’000	Â	Share Premium £’000	Â	Share Option Reserve £’000	Â	Retained Earnings £’000	Â	Foreign Exchange Reserves £’000	Â	Total   £’000
													Â
Balance 1 January 2012		2,247		10,856		1,428		(12,151)		78		2,458
													Â
Profit for the period		-		-		-		2,638		-		2,638
Other comprehensive income		-		-		-		-		(78)		(78)
Total comprehensive income for the period		-		-		-		2,638		(78)		2,560
Balance 30 June 2012		2,247		10,856		1,428		(9,513)		-		5,018
Loss for the period		-		-		-		(1,248)		(1,248)		(1,248)
		Â		Â		Â		Â		Â		Â
Total comprehensive loss for the period		-		-		-		(1,248)		(1,248)		(1,248)
													Â
Issue of ordinary shares for services rendered		50		-		-		-		50		50
Balance 31 December 2012		2,297		10,856		1,428		(10,761)		-		3,820
Loss for the period		-		-		-		(607)		-		(607)
		Â		Â		Â		Â		Â		Â
Total comprehensive loss for the period		-		-		-		(607)		-		(607)
		Â		Â		Â		Â		Â		Â
Balance 30 June 2013		2,297		10,856		1,428		(11,368)		-		3,213

The following describes the nature and purpose of each reserve within shareholders’ equity:

Reserve	Â	Description and purpose
Share capital		Amount subscribed for share capital at nominal value
Share premium		Amount subscribed for share capital in excess of nominal value, net of allowable expenses
Share option reserve		Reserve for share options granted but not exercised
Retained earnings		Cumulative net gains and losses recognised in the statement of comprehensive income
Foreign exchange reserves		Cumulative net gains and losses recognised on consolidation

Unaudited Condensed Consolidated Statement of Cash Flows

For the period ended 30 June 2013

	Â	Six Months ended
		30 June 2013	Â	30 June 2012
		£’000		£’000
					Â
Cash flows from operating activities
(Loss)/profit before taxation		(607)		2,638
Depreciation		1		1
Foreign exchange differences		102		(171)
					Â
Re-measurement of Subsidiary on disposal		-		(2,931)
Share of loss from Associate		56		-
Impairment charge in Associate		328		-
Interest received		(60)		(1)
		(180)		(464)
Changes in working capital (Increase)/decrease in trade and other receivables		(113)		2,100
Decrease/(increase) in trade creditors and other payables		18		(1,869)
Net cash used in operating activities		(275)		(233)
					Â
Cash flows from investing activities
Payments for Equity Investment		(99)		(2,685)
Proceeds from disposal of Subsidiary		-		2,949
Interest received		60		1
Net cash used in investing activities		(39)		265
					Â
Net increase in cash and cash equivalents		(314)		32
					Â
Cash and cash equivalents at 1 January 2013		550		764
		Â		Â
Cash and cash equivalents at 30 June 2013		236		796

Notes to the unaudited condensed consolidated financial statements

For the period ended 30 June 2013

1. Incorporation and principal activities

Country of incorporation

Armadale Capital Plc (formerly Watermark Global Plc) was incorporated in the United Kingdom as a public limited company on 19 August 2005. The name of the company was changed on 3 July 2013. Its registered office is 42, Queen Anne’s Gate, London SW1H 9AP.

Principal activities

The principal activity of the Group during the period was that of an investment company.

2. Accounting policies

2.1 Statement of compliance

These condensed financial statements are unreviewed, unaudited and do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. The financial information contained in these condensed financial statements in respect of the year ended 31 December 2012 has been extracted from the Annual Report and Accounts, which were approved by the Board of Directors on 3 June 2013 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified and did not contain any statement under Section 498 of the Companies Act 2006.

This condensed set of financial statements has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ as adopted by the European Union. This condensed set of financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2012 which have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

The accounting policies adopted are consistent with those of the annual financial statements for the year ended 31 December 2012 as described in those annual financial statements.

2.2 Going Concern

The financial statements have been prepared on the going concern basis as, in the opinion of the Directors, there is a reasonable expectation that the Group will continue in operational existence for the foreseeable future.

Notes to the unaudited condensed consolidated financial statements (continued)

For the period ended 30 June 2013

2.3. Investments

Investments are stated at cost less impairment in value, which is recognised as an expense in the period the impairment is identified.

2.4. Joint ventures

The group’s interest in Mine Restoration Investments Ltd is classified as a jointly controlled entity. Jointly controlled entities are included in the financial statements using the equity method. Investments in such jointly controlled entities are initially recognised in the consolidated balance sheet at cost. If the fair value of an investment falls below its original cost, a charge for impairment is made in the consolidated income statement. The group’s share of the post-acquisition profits and losses of the jointly controlled entity is recognised in the consolidated income statement with a corresponding adjustment to the carrying value of the investment, except that losses in excess of the fair value of the investment are recognised only until the point at which the investor’s interest is reduced to nil.

3. (Loss)/earnings per share

The calculation of basic loss per ordinary share is based on a loss of £607,000 (2012, profit of £2,716,000) and on 1,531,374,350 (2012, 1,531,374,350) ordinary shares, being the weighted average number of ordinary shares in issue during the period.

There is no difference between the basic loss per share and the fully diluted loss per share as the group’s outstanding share options are non-dilutive because their exercise price is above the market price of the underlying shares

4. Investments

	Â	30 June 2013	Â	31 December 2012
		£000		£000
Available-for-sale investments carried at fair value		99		-

Notes to the unaudited condensed consolidated financial statements (continued)

For the period ended 30 June 2013

5. Investment in Associate

In June 2012 the group acquired 40% of the ordinary share capital of Mine Restoration investments Limited (MRI), a company involved in briquetting of coal fines, and treatment of Acid Mine Drainage. The company did not have direct control over the company upon acquisition and therefore initially accounted for it as an investment. During March 2013 the group extended a loan to MRI, gaining the right to appoint Directors to the Board. The group has therefore adopted IAS 28 and the investment has been re-classified as an Investment in an Associate and the accounting policy described in note 2.4 has been adopted.

Â	Â	30 June 2013	Â	31 December 2012
Â		£000		£000
Â		Â		Â
Cost at 1 January 2013		2,148		Â
Additions		-		2,685
Share of loss		(56)		-
Provision for impairment		Â		Â
Charge for the period		(328)		(537)
Net book amount at 30 June 2013		1,764		2,148

As at the date of this statement, the market value of the investment in MRI was £1,275,000.

6. Share capital

On 28 June 2013, by special resolution of the members, each existing ordinary share of 0.15p each was subdivided into one deferred share of 0.14p each and one ordinary share of 0.01p each

At 30 June 2013, share capital comprised:	Â	Nominal Value £
1,531,374,350 ordinary shares of 0.01p each		153,137
1,531,374,350 deferred shares of 0.14p each		2,143,923
		2,297,060