Final Results
For immediate release:
COPPER RESOURCES CORPORATION PLC
("Copper Resources" or the "Company")
FINANCIAL STATEMENT FOR THE PERIOD ENDED 31 DECEMBER 2006
Copper Resources Corporation Plc (AIM: CRC), the minerals and mining company,
today announces its audited results for the year ended 31 December 2006.
CHAIRMAN'S REPORT
For the Period Ended 31 December 2006
Dear Shareholders:
In the last 18 months Copper Resources Corporation ("CRC" or the "Company")
laid the basis for bringing into production its three projects by achieving
important milestones as follows:
* Kinsenda Restart Project (Democratic Republic of Congo, "DRC"): An
independent bankable feasibility study ("BFS"), was completed in June 2007
by Mineral Engineering Technical Services Pty Ltd (METS). The BFS shows
compelling project economics with an IRR to CRC estimated at 52% and an NPV
(10%) estimated at US$124 million based on a long-term copper price of
US$1.30 per pound. At higher copper prices, the financial returns to CRC
increase significantly. The average total cash operating cost is estimated
to be a very low 71 US cents per pound of copper. Operations are expected
to commence in mid-2008.
* Hinoba-an Project (Philippines): IMC Mining Solutions Pty Ltd ("IMC") was
engaged to manage the completion of a BFS. In order to achieve a minimum
mine life of 15 years, infill drilling at the A1 deposit has been
recommended to bring it into the BFS programme. Recommendations also
include additional infill drilling on the south side of the DJ deposit, as
well as additional drilling to identify the potential of supergene enriched
copper ore.
A new scoping study will be completed, which will determine the scope of the
infill drilling programmes and help formulate the content of the BFS, in order
to optimise project parameters, such as mining and milling throughput rates to
maximise project return. The scoping study is expected to require approximately
four months to complete and the BFS an additional 18 months, including the new
infill drilling.
There exists the potential for mining higher grade ore with a lower strip ratio
in the earlier years of the mine which would be extremely beneficial to the
return on the project.
Discussions are ongoing with international natural resource companies regarding
a potential joint venture for development of the Hinoba-an project. CRC is very
encouraged by the interest shown to date.
* The Haib Project (Namibia): Laboratory-scale test work confirmed that the
Haib ore reacts positively to the application of a dense media separation
process. In addition, a new scoping study points to a 50% reduction in
capital costs compared to earlier studies (previously estimated to be
US$700 million), as well as lower operating costs. With the encouraging
results achieved in the scoping study, CRC will embark on a full-scale
pilot scale test work programme.
* Funding: The Company continued to receive strong investor support and
successfully completed two equity raisings.
In March 2006 the Company placed 8,000,000 new units with investors at a price
per unit of 55 pence (US$0.97) for total proceeds of £4.4 million (US$7.7
million). Each unit consisted of one common share plus one-half of one warrant
exercisable over a two-year period at a strike price of 75 pence. The Forrest
Group also agreed that US$5.3 million of its loan out-standing to MMK would be
assigned to CRC and converted to equity on terms identical to the unit placing.
In February 2007, the Company placed 10,000,000 new common shares with
investors at 77 pence (US$1.50) per share for total proceeds of £7.7 million
(US$15 million). The Forrest Group also agreed that US$7.5 million of its loan
out-standing to MMK would be assigned to CRC and converted to 5,025,873 common
shares on terms identical to the equity placing.
The Kinsenda project BFS estimates that the total financing required, including
capital cost, working capital and financial charges during construction, will
be approximately US$93 million. This amount is expected to be funded with
US$36.4 million from CRC, of which US$10 million was provided to MMK in
April-May 2007, and the remainder will be provided to MMK as a loan
subordinated to project loans. RMB Resources has approved a project loan in the
amount of US$32 million and has expressed interest in arranging and providing
an expanded facility of US$56 million. This means that CRC will have to seek
further funding to complete the project.
The next 18 months also promise to be very eventful with significant expected
developments, including:
* Progress on restarting the Kinsenda Mine and becoming a significant DRC
copper producer;
* Embarking with work on the Musoshi mine and exploration at the Lubembe
property and at the new exploration target at Kinsenda;
* Progress on the Hinoba-an bankable feasibility study;
* Evaluation of the Haib pilot scale test work; and
* Completion of the management strengthening process currently underway.
We would like to express our appreciation to the management and staff for their
hard work and our shareholders for their continued support.
Sincerely
Sir Sam Jonah Mitchell Alland George A. Forrest
Chairman Executive Vice Chairman Vice Chairman
29 June 2007
FINANCIALS
Consolidated income statement for the year ended 31 December 2006
Notes 2006 2005
$'000 $'000
Revenue 11,740 -
Cost of sales (11,932) -
Gross loss (192) -
Interest receivable and similar 6 158 298
income
Unrealised foreign exchange gain 661 78
Administrative expenses (4,195) (1,449)
Share based transactions (243) (1,559)
Other write offs - (435)
Loss on ordinary activities before 3 (3,811) (3,067)
taxation
Income tax expense 7 - -
Minority interest 722 1
Loss for the financial year (3,089) (3,066)
Loss per share
Basic 8 (5.4c) (13.6c)
All results derive from continuing activities
There were no recognised gains and losses other than those included in the
consolidated income statement.
Consolidated balance sheet as at 31 December 2006
Notes 2006 2005
$'000 $'000
Assets
Non-current assets
Property, plant and equipment 9 6,941 5,526
Development, exploration and 10 37,820 26,478
evaluation costs
Available for sale investments 12 200 200
44,961 32,204
Current assets
Inventories 15 7,483 5,422
Trade and other receivables 17 4,487 2,300
Other current assets 16 - -
Cash and cash equivalents 18 1,334 11,565
13,304 19,287
Total assets 58,265 51,491
Equity and liabilities
Equity attributable to equity
holders of the parent
Issued capital 23 42,969 30,365
Share premium 2,817 2,817
Other reserves 736 1,576
Retained earnings (7,062) (3,973)
39,460 30,785
Minority interests 3,582 4,304
Total equity 43,042 35,089
Non-current liabilities
Other liabilities 20 475 475
Borrowings 21 - 354
Total non-current liabilities 475 829
Current liabilities
Trade and other payables 19 7,059 5,110
Other liabilities 20 150 150
Borrowings 21 7,539 10,313
Total current liabilities 14,748 15,573
Total liabilities 15,223 16,402
Total equity and liabilities 58,265 51,491
Company balance sheet as at 31 December 2006
Notes 2006 2005
$'000 $'000
Assets
Non-current assets
Property, plant and equipment 9 2 3
Investment in subsidiaries 13 14,434 14,434
Available for sale investments 12 200 200
14,636 14,637
Current assets
Loans to subsidiaries 14 27,536 6,008
Trade and other receivables 17 3 16
Cash and cash equivalents 18 43 8,857
27,582 14,881
Total assets 42,218 29,518
Equity and liabilities
Shareholders' equity
Share capital 22 42,969 30,365
Other reserves 1,802 1,559
Retained earnings (3,832) (3,267)
40,939 28,657
Non-current liabilities
Deferred purchase consideration 20 475 475
Total non-current liabilities 475 475
Current liabilities
Loans from subsidiaries 14 218 218
Trade and other payables 19 436 18
Deferred purchase consideration 20 150 150
Total current liabilities 804 386
Total liabilities 1,279 861
Total equity and liabilities 42,218 29,518
The financial statements were approved by the Board on the 28th June 2007 and
authorised for issue.
Consolidated cash flow statement for the year ended 31 December 2006
2006 2005
$'000 $'000 $'000 $'000
Cash flows from operating activities
Loss from operations (3,969) (3,364)
Adjustments for:
Share based transactions 243 1,559
Depreciation on property, plant and 722 13
equipment
Operating cash flows before movement in (3,004) (1,792)
working capital
Change in inventories (2,061) -
Change in receivables (2,187) (1,814)
Change in payables 1,949 5,218
Net cash used in operations (2,299) (3,404)
Corporation tax paid - -
Net cash used in operating activities (5,303) (5,196)
Cash flows from investing activities
Interest received 158 298
Acquisition of subsidiaries - (12,914)
Cash acquired in acquisition of subsidiary - 2,454
companies
Investment in exploration costs (11,342) (4,763)
Investment in associates - (200)
Purchase of property, plant and equipment (2,137) (217)
Net cash used in investment activities (13,321) (14,942)
Cash flows from financing activities
Share capital issued (net of costs) 12,604 30,355
Loans repaid (3,128) -
Net cash generated from financing activities 9,476 30,355
Effect of exchange rate changes on cash (1,083) -
Net (decrease)/increase in cash and cash (10,231) 10,217
equivalents
Cash and cash equivalents at beginning of 11,565 1,348
period
Cash and cash equivalents at end of period 1,334 11,565
Company cash flow statement for the year ended 31 December 2006
2006 2005
$'000 $'000 $'000 $'000
Cash flows from operating activities
Loss from operations (565) (3,267)
Depreciation 1 -
Share based transactions 243 -
Operating cash flows before movement in (321) (3,267)
working capital
Increase in receivables (21,515) (5,806)
Increase in payables 418 18
Cash used in operations (21,097) (5,788)
Corporation tax paid - -
Net cash used in operating activities (21,418) (9,055)
Cash flows from investing activities
Acquisition of subsidiary - (15,223)
Acquisition of associate - (200)
Acquisition of property, plant and equipment - (3)
Net cash used in investment activities - (15,426)
Financing activities
Share capital issued (net of costs) 12,604 33,338
Net cash from financing activities 12,604 33,338
Net (decrease)/increase in cash and cash (8,814) 8,857
equivalents
Cash and cash equivalents at beginning of 8,857 -
period
Cash and cash equivalents at end of period 43 8,857
Notes to the financial statements
For the year ended 31 December 2006
1. Presentation of financial statements
The nature of the group's operations and its principal activities are set out
in the Directors' Report on pages 7 to 10.
The financial statements have been prepared in accordance with International
Financial Reporting and Accounting Standards ("IFRS") adopted by the European
Union and therefore comply with Article 4 of the EU IAS Regulation.
At the date of authorisation of these financial statements, there were
Standards and Interpretations that were in issue but are not yet effective and
have not been applied in these financial statements. The directors anticipate
that the adoption of these Standards and Interpretations in future periods will
have no material impact on the financial statement of the group or company,
except for additional disclosures when the relevant Standards come into effect.
2. Significant accounting policies
Basis of accounting
The preparation of financial statements in conformity with IFRS requires the
use of estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Although these estimates are
based on management's best knowledge of the amount, events or actions, actual
results ultimately may differ from those estimates
The financial statements have been prepared on the historical cost basis. The
principal accounting policies adopted are set out below.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and enterprises controlled by the Company (its subsidiaries) made
up to 31 December each year. Control is achieved where the Company has the
power to govern the financial and operating policies of a subsidiary.
On acquisition and when control is achieved, the assets and liabilities and
contingent liabilities of a subsidiary are measured at their fair values at the
date of acquisition or at the date control is achieved. Any excess of the cost
of acquisition over the fair values of the identifiable net assets acquired is
recognized as goodwill.
Minority interests in the net assets of consolidated subsidiaries are
identified separately from the group's equity therein. Minority interests
consist of the amount of those interests at the date of the original business
combination and the minority's share of changes in equity since the date of the
combination. Losses applicable to the minority in excess of the minority's
interest in the subsidiary's equity are allocated against the interests of the
group except to the extent that the minority has a binding obligation and is
able to make additional investment to cover the losses.
Basis of consolidation (continued)
The results of subsidiaries acquired or disposed of during the period are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
All intercompany transactions and balances between group enterprises are
eliminated on consolidation.
The acquisition of subsidiaries is accounted for using the purchase method. The
cost of the acquisition is measured at the aggregate of the fair values, at the
acquisition date, of assets given, liabilities incurred or assumed, and equity
instruments issued by the group, plus any costs directly attributable to the
acquisition. The acquiree's identifiable assets, liabilities and contingent
liabilities are recognised at their fair value at the acquisition date, except
for non-current assets that are held for resale, which are recognised and
measured at fair value less costs to sell.
Goodwill arising on acquisition is recognised as an asset and initially
measured at cost, being the excess of cost over the group's interest in the net
fair value of the identifiable assets, liabilities and contingent liabilities
recognised of a subsidiary, associate or jointly controlled entity at the date
of acquisition. Goodwill is recognised as an asset and is tested for impairment
annually, or on such occasions that events or changes in circumstances indicate
that its value might be impaired.
On disposal of a subsidiary, the attributable amount of unamortised goodwill,
which has not been subject to impairment, is included in the determination of
the profit or loss on disposal.
If the group's interest in the net fair value of a subsidiary's or joint
venture's assets, liabilities and contingent liabilities exceeds cost of the
business combination, the excess after any adjustment for fair value ("negative
goodwill") is recognised in the income statement immediately.
Investment in associates
An associate is an entity over which the group is in a position to exercise
significant influence, but not control or jointly control, through
participation in the financial and operating policy decisions of the investee.
Significant influence is the power to participate in the financial and
operating policy decisions of the investee but not control or joint control
over these policies.
The results and assets and liabilities of associated are incorporated in these
financial statements using the equity method of accounting except when
classified as held for sale. Investments in associates are carried in the
balance sheet at cost as adjusted by post-acquisition changes in the group's
share of net assets of the associate, less any impairment in the value of
individual investments. Losses of the associate in excess of the group's
interest in those associates are not recognised.
Any excess of the cost of acquisition over the group's share of the fair values
of the identifiable net assets of the associate at the date of acquisition is
recognised as goodwill.
Where the company transacts with an associate of the group, profits and losses
are eliminated to the extent of the group's interest in the relevant associate.
Losses may provide evidence of an impairment of the asset transferred in which
case appropriate provision is made for impairment.
Revenue recognition
Sales revenue is accrued on an invoice basis as and when copper is shipped.
Interest income is accrued on a time basis, by reference to the principal
outstanding and the interest rate applicable.
Leasing
Leases are classified as finance leases whenever the terms of the lease
transfer substantially all the risks and rewards of ownership to the lessee.
All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets of the group at their
fair value or, if lower, at the present value of the minimum lease payments,
each determined at the inception of the lease. The corresponding liability to
the lessor is included in the balance sheet as finance lease obligation. Lease
payments are apportioned between finance charges and reduction of the lease
obligation so as to achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are charged directly against income,
unless they are directly attributable to qualifying assets, in which case they
are capitalised in accordance with the group's general policy on borrowing
costs.
Rentals payable under operating leases are charged to income on a straight-line
basis over the term of the relevant lease.
Benefits received and receivable as an incentive to enter into an operating
lease are also spread on a straight-line basis over the lease term.
Borrowing costs
All borrowing costs are recognised in the income statement in the period to
which they are incurred.
Taxation
The tax charge represents the sum of current and deferred tax.
Current tax payable is based on taxable profits for the year. Taxable profits
may differ from net profits as reported in the income statement because it
excludes items that are taxable or deductible in other years and items that are
not taxable or deductible. The group's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted at the balance
sheets date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the liability method. Deferred tax
liabilities are recognised for all temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable profits
will be available against which temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability or the asset is realised.
Foreign currency translations
Fair value adjustments arising on the acquisition of a foreign entity are
treated as assets and liabilities of the foreign entity and translated at the
close rate.
Transactions in currencies other than US Dollars are recorded at the rates of
exchange prevailing on the dates of the transactions or translated at the
average exchange rates for the period. Exchange differences resulting from the
settlement of transactions denominated in foreign currency are included in the
statement of income using the exchange rate ruling on that date.
Transactions occurring in a subsidiary of Hinoba Holdings, were denominated
primarily in Philippine Pesos. Management is of the opinion that these
operations were integrated foreign operations for purposes of foreign currency
translation and, accordingly, the accounts have been translated into U.S.
dollars.
Transactions occurring in a subsidiary of MMK, were denominated primarily in
Congolese Francs. Management is of the opinion that these operations were
integrated foreign operations for purposes of foreign currency translation and,
accordingly, the accounts have been translated into U.S. dollars.
The consolidated financial information is presented in US Dollars, which is
considered by management to be the most appropriate presentation currency for
its consolidated financial information.
All assets and liabilities are translated at the closing rate existing at the
balance sheet date. Income and expense items are translated at an average rate
for the period. Equity items other than the net profit or loss for the period
that is included in the balance of accumulated profit or loss are translated at
the closing rate existing at the balance sheet date. All translation
differences are recognised in a component of Equity.
Impairment
At each balance sheet date, the group reviews the carrying amount of its
tangible and intangible assets to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an individual asset, the group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
If the recoverable amount of an asset is estimated to be less than its carrying
amount, the impairment loss is recognised as an expense, unless the relevant
asset is land or buildings at a revalued amount, in which case the impairment
loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset is increased to the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the
asset. A reversal of an impairment loss is recognised as income immediately,
unless the relevant asset is carried at a revalued amount, in which case the
reversal of the impairment loss treated as a revaluation increase. Impairment
losses relating to goodwill are not reversed.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and any impairment losses. Depreciation is charged so as to write the cost less
residual value over estimated useful lives, using the straight-line method
commencing in the month following the purchase, on the following basis:
* freehold property 25 years
* heavy equipment 4 - 10 years
* plant and equipment 4 - 10 years
The useful lives and residual values of assets are reviewed annually.
Assets held under finance leases are depreciated over their expected useful
lives on the same basis as owned assets or, where shorter, over the term of the
lease.
The gain or loss arising on the disposal of an asset including disposal costs
is recognised in the income statement.
Mineral exploration costs
Expenditures for mineral exploration work prior to and subsequent to drilling
are deferred as incurred. These shall be written off it the results of the
exploration work are unsuccessful. If the results are successful, the deferred
expenditures and the subsequent development cost will be capitalized and
amortized from the start of commercial operations.
Inventories
Inventories are stated at the lower of cost and net realisable value. Net
realisable value represents the estimated revenue less all estimated costs of
completion and necessary selling costs.
Financial instruments
The carrying value of accounts receivable and accounts payable and accrued
liabilities approximates fair value due to the relatively short term maturity
of these instruments. Fair value represents the amount that would be exchanged
in an arm's length transaction between willing parties and is best evidenced by
a quoted market price. Fair value information about related party advances is
not readily obtainable.
Financial assets and financial liabilities are recognised in the group's and
company's balance sheets when the group or company has become a party to the
contractual provisions of the instrument.
The Company follows the Black-Scholes option pricing model. Under this model,
share-based payments are measured at the fair market at the date of grant. The
fair value determined at the grant date is expensed to when options vest.
Options vest immediately.
Trade receivables
Trade receivables are stated at their nominal value less allowances for
irrecoverability.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other
short-term deposits and liquid investments that are readily convertible to a
known amount of cash and are subject to an insignificant risk of changes in
value.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds
received, net of direct issue costs. Finance charges, including premiums
payable on settlement or redemption and direct issue costs, are accounted for
on an accruals basis in the income statement using the effective interest rate
method
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument is
any contract that creates a residual interest in the assets of the group.
Equity instruments issued by the company are recorded at the proceeds received,
net of direct issue costs.
Provisions
Provisions are recognised when the group has a present obligation as a result
of a past event from which it is likely that an outflow of economic benefits
will occur which can be reasonably quantified.
3. Loss on ordinary activities
2006 2005
$'000 $'000
Loss on ordinary activities has been arrived at after
charging:
Auditor's remuneration 140 100
Depreciation of property, plant and equipment
- owned assets 722 13
Staff costs (note 4) 780 358
Director's remuneration (note 5) 727 410
Auditor's remuneration for the audit of the company amounts to $60,000 (2005:
$60,000)
4. Staff costs
The costs of employing staff were:
2006 2005
$'000 $'000
Wages and salaries 3,457 1,563
Social security costs 612 265
4,069 1,828
No. No.
The average number of employees during the period 780 358
was
5. Directors' remuneration
Remuneration paid to directors during the period was as follows:
2006 2005
$'000 $'000
Salaries 727 410
The remuneration of directors and key executives is decided by the remuneration
committee having regard to comparable market statistics. The directors consider
the key management personnel to consist entirely of the directors and
therefore, no additional disclosure has been made.
The emoluments (including pension contributions) of the highest paid director
were as follows:
2006 2005
$'000 $'000
Salaries 240 155
6. Interest receivable and similar income
2006 2005
$'000 $'000
Interest on bank deposits 158 298
7. Income tax expense
The British Virgin Islands under the IBC imposes no corporate taxes or capital
gains. However, the Company as a group may be liable for taxes in the
jurisdictions where it is developing mining properties.
The tax rates in the Philippines and the Congo are 40% and 32.5% respectively.
There are currently tax losses amounting to $0.048 million in the Philippines
and $2.9 million in the Congo.
No reconciliation has been produced as there is no taxable revenue in the
current year.
8. Loss per share
The calculations of the basic and diluted loss per share are based on the
following data:
2006 2005
$'000 $'000
Salaries (3,089) (3,066)
Number of shares
Weighted average number of ordinary shares 57,152,562 22,615,528
in issue during the year
There were no dilutive instruments in place in the current and preceding years
as defined by IAS33 `Earnings per share'.
9. Property, plant and equipment
Group 2006
Freehold Heavy Plant and Total
properties equipment equipment
$'000 $'000 $'000 $'000
Cost
At 1 January 2006 477 5,135 312 5,924
Additions 91 1,658 388 2,137
At 31 December 2006 568 6,793 700 8,061
Depreciation
At 1 January 2005 11 348 39 398
Charge for the year 48 588 86 722
At 31 December 2006 59 936 125 1,120
Net book value
At 31 December 2006 509 5,857 575 6,941
At 31 December 2005 466 4,787 273 5,526
Company 2006
Plant and Total
equipment
$'000 $'000
Cost
At 1 January 2006 and at 31 December 2006 3 3
Depreciation
At 1 January 2006 - -
Charge for year 1 1
At 31 December 2006 1 1
Net book value
At 31 December 2006 2 2
At 31 December 2005 3 3
Group 2005
Freehold Heavy Plant and Total
properties equipment equipment
$'000 $'000 $'000 $'000
Cost
At 1 January 2005 - - 2 2
Additions 477 5,140 313 5,930
Disposals - (5) (3) (8)
At 31 December 2005 477 5,135 312 5,924
Depreciation:
At 1 January 2005 - - - -
Charge for the year 11 348 39 398
At 31 December 2004 11 348 39 398
Net book value
At 31 December 2005 466 4,787 273 5,526
At 31 December 2004 - - 2 2
Company 2005
Plant and Total
equipment
$'000 $'000
Cost
At 1 January 2005 - -
Additions 3 3
At 31 December 2005 3 3
Net book value
At 31 December 2005 3 3
At 31 December 2004 - -
10. Development, exploration and evaluation costs
Group
2006 2005
Cost $'000 $'000
At 1 January 2006 26,478 212
Additions 11,342 26,266
At 31 December 2006 37,820 26,478
At 31 December 2005 26,478 212
This relates to capitalised costs of exploration and development costs at the
Group's Projects.
11. Investment in associated undertaking
Group
2006 2005
$'000 $'000
Cost
At 1 January 2006 - 78
Additions - -
Disposals - (78)
At 31 December 2006 - -
This investment in associated undertaking related to Selenga Mining Corporation
and the acquisition of the interest in Selenga by Hinoba Holdings Limited.
12. Available for sale investments
Group and company
2006 2005
$'000 $'000
Cost
At 1 January 2006 200 -
Additions - 200
At 31 December 2006 200 200
This relates to the investment in Afri-Can Marine Minerals Corporation, which
is a listed entity on the Toronto Stock Exchange.
13. Investments in subsidiary undertakings
Company
2006 2005
$'000 $'000
Cost
At 1 January 2006 14,434 -
Acquisitions - 14,434
At 31 December 2006 14,434 14,434
All subsidiary companies are included in the consolidated accounts of CRC. At
December 31, 2006, the Group had the following subsidiaries:
Name of company Place of incorporation Ownership Principal
interest activity
Hinoba Holdings Australia 100% Secretarial &
(Australia) Pty Administration
Offices
Limited*
African Millennium British Virgin Islands 100% Mining
Corporation* exploration
Hinoba Holdings Ltd. Commonwealth of the 100% Holding company
* Bahamas of Hinoba
Holdings
(Philippines),
Inc.
Hinoba Holdings Philippines 100% Holding company
(Philippines), Inc. of Hinoba-an &
Sipalay Holdings
Hinoba-an & Sipalay Philippines 40% Holding company
Holdings, Inc.# of Selenga Mining
Corporation
Selenga Mining Philippines 92.5% Mining
Corporation exploration
Miniere de Musoshi Democratic Republic of 75% Mining
et Kinsenda sarl* Congo exploration
* Held directly by CRC.
# This company has two different share types, 40% being class A ordinary shares
and 60% class B preferred shares. Hinoba Holdings (Phillipines), Inc ("HHPI")
owns 100% of the class A shares and three directors of Hinoba-an & Sipalay
Holdings Inc. own 100% of the class B shares. HHPI is a wholly owned subsidiary
of Hinoba Holdings Ltd which is a wholly owned subsidiary of CRC. Hence, the
Group has a 100% equity interest in the Company and it is consolidated
accordingly.
14. Loans to subsidiaries
Company
2006 2005
$'000 $'000
Within one year:
At 1 January 2006 6,008 -
Net Funds provided 21,528 6,008
At 31 December 2006 27,536 6,008
Loans from subsidiaries
At 1 January 2006 218 -
Funds advanced - 218
At 31 December 2006 218 218
The directors consider that the fair values of the loans outstanding are not
materially different from their book values.
The loans are interest free with no fixed-terms of repayment and are for the
working capital required for each entity to perform its day to day activities.
15. Inventories
Group
2006 2005
$'000 $'000
Raw materials 2,546 2,645
Wrappings 12 10
Work in progress 3,847 1,173
Finished products 957 1,369
Stocks in transit 121 225
7,483 5,422
16. Other current assets
Group 2006 2005
$'000 $'000
At 31 January 2006 - 448
Additions - 2
Disposals - (450)
At 31 December 2006 - -
Other current assets relate to the Copper Spur property where CRC relinquished
its rights thereto and wrote off the expenditure incurred.
17. Trade and other receivables
Group Company
2006 2005 2006 2005
$'000 $'000 $'000 $'000
Trade receivables 4,472 2,286 3 16
Other taxes 15 14 - -
4,487 2,300 3 16
The average credit period taken on sales of services was 90 days (2005: 90
days). The amounts presented in the financial statements are net of allowances
for doubtful receivables, estimated by the Group's management based on prior
experience and their assessment of the current economic environment.
The directors consider that the carrying amount of trade and other receivables
approximates to their fair value.
Credit risk
The Group and Company have no significant concentration of credit risk, with
exposure spread over a large number of counterparties.
18. Cash and cash equivalents
Group Company
2006 2005 2006 2005
$'000 $'000 $'000 $'000
Cash at bank 1,334 11,565 43 8,857
Bank balances and cash comprise cash held by the Group and Company and
short-term bank deposits with an original maturity of three months or less. The
carrying value of these assets approximates their fair value.
The credit risk on liquid funds is limited because the counterparties are banks
with high credit ratings assigned by international credit-rating agencies.
19. Trade and other payables
Group Company
2006 2005 2006 2005
$'000 $'000 $'000 $'000
Trade payables 6,604 4,842 436 18
Other payables and accruals 455 268 - -
7,059 5,110 436 18
20. Deferred purchase consideration
Group Company
2006 2005 2006 2005
$'000 $'000 $'000 $'000
Deferred consideration 625 625 625 625
Description of deferred consideration maturity profile
Group Company
2006 2005 2006 2005
$'000 $'000 $'000 $'000
Within one year 150 150 150 150
One - two years 150 150 150 150
Two - five years 325 325 325 325
625 625 625 625
21. Borrowings
2006 2005
$'000 $'000
EGMF - current 7,539 10,313
EGMF - non-current - 354
Net position at 31 December 2006 7,539 10,667
EGMF, an associated company of a current Shareholder and previous majority
Shareholder of MMK, provided the Company with several amounts of financing
through the company's Belgolaise account. The Loan is interest free.
In February 2007 EGMF agreed to assign this loan to the Company and convert to
equity at terms identical to the equity placing on the same date.
22. Share capital
2006 2006 2005 2005
$'000 Number of $'000 Number of
Shares shares
Authorised:
Ordinary shares of no par value - 500,000,000 - 500,000,000
Called up, allotted and fully
paid:
Ordinary shares of no par value 42,969 60,594,191 30,365 46,794,335
(a) On 6 March 2006, options were exercised on 200,000 common shares of no par
value at 0.25 cents for cash.
(b) On 30 March 2006, the Company issued 8,000,000 common shares of no par
value at $0.97 cents for cash with $565,000 financing costs.
(c) On 30 March 2006 the Company issued 5,499,857 common shares of no par value
at $0.97 cents in a debt for equity swap agreement with The Forrest Group in
relation to its outstanding debt with MMK.
(d) On 6 April 2006, options were exercised on 100,000 common shares of no par
value at $0.25 cents for cash.
(e) Option Plan
The Company has established a share option scheme whereby the Directors may
from time to time at their discretion grant to the directors, employees and
consultants of the Group options to subscribe common shares. Under the plan,
the exercise price of each option shall be the average of the middle market
quotation for the thirty dealing days preceding the grant and the number of
options may be granted is limited to 10 per cent of the total Common shares
issued. An option is exercisable on the date it is granted and expires on the
fifth anniversary of the grant date.
The details of the changes in the number of stock options outstanding as at 31
December 2006 are shown in note 28.
23. Related party transactions
a. Transactions between group companies are eliminated on consolidation and
are not disclosed in this note.
b. Included in Related Party Transactions were the issue of Options to
Directors of Copper Resources Corporation. These are noted in Directors
Remuneration.
c) A transaction involving the issue of warrants to the Forrest Group as set
out more fully in the Chairmans Statement was effected during March 2006.
24. Contingencies
A Financial or Technical Assistance Agreement ["FTAA"] was filed jointly by
HHPI and SMC in July 1995. Actual ground exploration work started in October
1996. In December 1996, all FTAA activities were stopped due to the uncertainty
of the Philippine's government policies affecting FTAAs where the
constitutionality of The New Mining Law was being questioned before the Supreme
Court. Also, the government enacted Republic Act [RA] No. 8371, otherwise known
as the Indigenous People Rights Act of 1997, which if implemented, would negate
the traditional provision that all natural resources belong to the State and
would adversely affect the local mining industry. The constitutionality of RA
No. 8371 was also questioned before the Supreme Court whose decision rendered
in January 2001 resulted in a deadlock. On February 1, 2005, the Supreme Court
upheld its decision on December 1, 2004 declaring the Philippines Mining Act
[RA No. 7942] of 1995 as constitutional. At February 28, 2005, all registered
motions of reconsideration in relation to RA No. 8371 have been dismissed by
the Supreme Court of the Philippines.
25. Royalty commitments
On December 17, 2004, SMC entered into an Integrated Mining and Operating
Agreement with Colet in order to rationalize and govern their relationship with
respect to the mineral properties and consolidate the terms of the operating
agreement dated December 7, 1991 and the Royalty Reduction Agreement dated
December 8, 2003.
Under the terms of the Integrated Mining and Operating Agreement SMC is
committed to pay a 3% net benefit royalty to Colet in return for the
possession, occupancy, use and enjoyment, for purposes of exploring,
developing, equipping, mining and operating for production of the mineral
properties in the Project. Further, SMC is committed to pay Colet an additional
$48,000 upon the transfer of the MPSA to SMC, as referred to in Note 10. SMC is
also committed to pay Colet $105,000 upon completion of the Bankable
Feasibility Study. If the Bankable Feasibility Study is not completed by
December 17, 2006, SMC shall pay Colet $52,500 upon demand, with the remaining
$52,500 to be paid upon completion of the Bankable Feasibility Study. Within
six months of commencing commercial operations, SMC has the option to reduce
the 3% net benefits royalty to 2%. In consideration for reducing the royalty,
SMC must pay to Colet $2,000,000. At the election of SMC, an amount up to
$600,000 of the $2,000,000 payment can be satisfied by the issuance of common
shares of the Listed Company. These 2% net benefits royalties may be bought out
by SMC for $6,000,000 to be satisfied with cash of $4,000,000 and $2,000,000 by
the issuance of common shares of the Listed Company. In the event that SMC buys
out the remaining 2% net benefits royalties of Colet, then Colet shall be
liable to repay SMC $1,000,000 out of the $2,000,000 advance paid in
consideration of reducing the net benefits royalties to 2%.
Colet is also entitled to 7.5 % of the outstanding par value capital stock of
SMC. SMC is to advance to Colet the funds needed to pay for their
subscriptions. This advance will reduce the future net benefit royalties owing
to Colet.
26. Ultimate parent company
Copper Resources Corporation is the Ultimate Parent Company. Copper Resources
Corporation is registered in the Bahamas.
Registered office: Craigmuir Chambers, P.O.Box 71, Road Town, Tortola, British
Virgin Island
Registered number 626550
27. Subsequent events
In February 2007, the Company placed 10,000,000 new common shares with
investors at 77 pence (US$1.50) per share for total proceeds of £7.7 million
(US$15 million).
Following completion of the private placement, CRC agreed with the Forrest
Group to take an assignment of MMK's outstanding debt of US$7,539,900 to the
Forrest Group in consideration for an issue of 5,025,873 new common shares at
the placing price of US$1.50 per share. Following these share issues, the
Forrest Group's interest reduces to 38.7% of the enlarged share capital of
75,670,065 common shares in issue. Under the AIM Rules the Forrest Group is a
related party of the Company and the Independent Directors, having consulted
with Nabarro Wells, the Company's nominated adviser, confirm that the terms of
the transaction are fair and reasonable insofar as its shareholders are
concerned.
On 15 March 2007, 50,000 options over shares in the Company were exercised
at an option price of $1 per share.
An independent bankable feasibility study ("BFS") was prepared on the
Kinsenda Restart Project being undertaken by "MMK".
The BFS estimates that the total financing required, including capital cost,
working capital and financial charges during construction, will be
approximately US$93 million and that operations will commence in mid-2008. CRC
is considering financing options for the project, as set out in the Chairman's
Statement.
28. Share options
During the year ended 31 December 2006, the group had the following share
options in issue:
Options exercisable at 100 pence, expiring 21 October 2006
Beginning of year 400,000
Lapsed during the year (400,000)
End of year -
Options exercisable at 100 pence, expiring 21 April 2008
Beginning and end of year 208,175
Options exercisable at 59 pence, expiring 23 May 2010
Beginning and end of year 150,000
Options exercisable at 100 pence, expiring 4 April 2010
Beginning and end of year 320,000
Options exercisable at 42 pence, expiring 28 September 2010
Beginning and end of year 100,000
Options exercisable at 25 cents, expiring 19 January 2010
Beginning of year 375,000
Exercised during year (300,000)
End of year 75,000
Options exercisable at 100 cents, expiring 13 February 2010
Beginning and end of year 1,325,000
Options exercisable at 75 pence, expiring 31 December 2010
Beginning and end of year 1,775,000
Options exercisable at 100 pence, expiring 25 October 2011
Granted during year 937,500
End of year 937,500
These options were issued to directors with vesting conditions as detailed in
the directors' report.
The fair value of the equity based share options granted are estimated at the
date of grant using the Black Scholes Model taking into account the terms and
conditions under which the options were granted.
The following table lists the inputs to the model used for the options granted:
Options Options Options Options Options Options
expiring expiring expiring expiring expiring expiring
21 April 23 May 4 April 28 Sept 31 Dec 25 Oct
2008 2010 2010 2010 2010 2011
Dividend yield (%) - - - - - -
Expected volatility (%) 63 63 63 63 63 63
Risk free interest rate 3.27 3.45 3.70 3.58 3.89 4.91
(%)
Expected life of
options (years) 5 5 5 5 5 5
Option exercise price 100 59 100 42 75 100
(p)
29. Warrants
During the year ended 31 December 2006, the group had the following warrants in
issue:
Warrants exercisable at 75 pence, expiring 28 March 2008
Granted during the year 6,749,929
End of year 6,749,929
Warrants exercisable at 55 pence, expiring 28 March 2008
Granted during the year 120,000
End of year 120,000
30. Segmental analysis
America Australia Asia Africa Consolidation Total
adjustments
US US US US US US
$000 $000 $000 $000 $000 $000
2006
Revenue - - - 11,740 - 11,740
Operating loss (565) (12) (347) (3,045) - (3,969)
Loss on ordinary (565) (12) (347) (2,165) - (3,089)
activities before
taxation
Segment assets 42,217 2,929 15,704 31,559 (34,144) 58,265
Segment liabilities 1,278 846 16,147 34,876 (37,924) 15,223
Acquisition of - - 81 2,056 - 2,137
property, plant and
equipment
Depreciation expense 1 2 53 666 - 722
2005
Revenue - - - - - -
Operating loss (3,564) (11) 215 (4) - (3,364)
Loss on ordinary (3,267) (11) 215 (4) - (3,067)
activities before
taxation
Segment assets 30,933 2,472 7,373 19,951 (9,238) 51,491
Segment liabilities 862 378 7,249 20,382 (12,469) 16,402
Acquisition of 3 45 100 5,782 - 5,930
property, plant and
equipment
Depreciation expense - - 6 7 - 13
These accounts have been posted to shareholders today and will be made
available on the Company's website www.copperresources.com.
Further Information:
Copper Resources Nabarro Wells & Fox-Davies GTH
Corporation Co. Limited Capital Limited
Communications
Mitchell Alland Hugh Oram Richard Hail Toby Hall
Executive Vice
Chairman
+44 (0) +44 (0) +44 (0) 207 936 +44 (0)
5200
78 7569 5563 20 7710 7400 20 7153 8035