Medoro Resources Announces First Quarter Results

Medoro Resources Announces First Quarter Results TORONTO, May 17 /CNW/ - Medoro Resources Ltd. (TSX-V/AIM: MRL) announced today its results for the two and five-month periods ending March 31, 2004. Medoro Resources was formed following the business combination between Full Riches Investments Limited and a wholly-owned subsidiary of Gold Mines of Sardinia, plc. The new entity, Medoro Resources, has elected to report its financial results on a calendar year basis. Full Riches previously reported its results for the three months ended January 31, 2004, and, having been identified as the acquirer for accounting purposes, this release includes results for both the two and five-month periods ending March 31, 2004. For the two and five-month periods ended March 31, 2004, Medoro Resources reported a loss of $1.1 million and $1.2 million respectively. The loss largely reflects the impact of one-time costs related to the business combination, as well as ongoing operating costs at its 90%-owned operating subsidiary in Sardegna. In Sardegna at the Monte Ollasteddu prospect, excellent progress has been made in resolving all remaining issues related to site access and exploration permits and the company believes that exploration will commence imminently. At the Furtei concessions, also in Sardegna, Sargold Resource Corporation is continuing to explore the Sa Perrima deposit and has announced that a revised resource calculation is currently underway and that additional metallurgical testing is being undertaken to determine whether recoveries can be improved. Financial Statements and Management's Discussion & Analysis follow. Additional information can be found on the company's website: www.medororesources.com. These unaudited interim consolidated financial statements for the periods ended March 31, 2004 have not been reviewed by the Company's auditor. Medoro Resources Ltd. Consolidated Balance Sheets Expressed in Canadian dollars March 31, October 31, 2004 2003 ------------------------------------------------------------------------- Unaudited Audited Assets Current assets Cash and equivalents $ 7,892,468 $ 3,221,339 Accounts receivable 2,005,689 9,468 Promissory note - 50,000 Inventories 631,979 - Prepaids and deposits 147,534 1,973 ------------------------------------------------------------------------- 10,677,670 3,282,780 ------------------------------------------------------------------------- Loan receivable (Note 2 d) - 662,925 Mineral properties (Notes 2 f and 3) 24,127,071 - Property, plant and equipment 6,003,694 - ------------------------------------------------------------------------- Total assets $ 40,808,435 $ 3,945,705 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Liabilities and shareholders' equity Current liabilities Accounts payable and accruals $ 4,774,970 $ 97,762 Long-term debt 9,222,340 - Other long-term liabilities 5,621,155 - ------------------------------------------------------------------------- 19,618,465 97,762 ------------------------------------------------------------------------- Shareholders' equity Share capital (Note 4) 26,711,664 6,706,001 Contributed surplus (Notes 2 c and f) 179,353 - Shares to be issued (Note 3) 2,200,000 15,000 Special warrants (Note 2 b) - 2,409,905 Subscriptions received (Note 2 c) - 1,255,000 Cumulative translation adjustment (128,220) - Deficit (7,772,827) (6,618,963) ------------------------------------------------------------------------- 18,772,456 3,847,943 ------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 40,808,435 $ 3,945,705 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to unaudited interim consolidated financial statements. Medoro Resources Ltd. Consolidated Statements of Operations and Deficit Expressed in Canadian dollars Unaudited Two Months Three Months Five Months Six Months Ended Ended Ended Ended March 31, April 30, March 31, April 30, 2004 2003 2004 2003 ------------------------------------------------------------------------- Interest income $ 16,967 $ 6,219 $ 67,157 $ 6,219 General and administrative expenses (990,276) (25,327) (1,115,783) (48,696) Exploration expenses (117,412) - (117,412) - Loss on disposal of capital assets - (1,844) - (1,844) Amortization - - - (97) Foreign exchange gains (losses) 26,705 (5,337) 12,174 (7,438) ------------------------------------------------------------------------- Net loss for the period (1,064,016) (26,289) (1,153,864) (51,856) Deficit, beginning of period (6,708,811) (6,297,847) (6,618,963) (6,272,280) ------------------------------------------------------------------------- Deficit, end of period $ (7,772,827) $ (6,324,136) $ (7,772,827) $ (6,324,136) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Basic and diluted loss per share $ (0.02) $ (0.00) $ (0.05) $ (0.00) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Weighted average number of common shares outstanding 51,533,596 11,871,849 23,977,933 11,871,851 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to unaudited interim consolidated financial statements. Medoro Resources Ltd. Consolidated Statements of Cash Flows Expressed in Canadian dollars Unaudited Two Months Three Months Five Months Six Months Ended Ended Ended Ended March 31, April 30, March 31, April 30, 2004 2003 2004 2003 ------------------------------------------------------------------------- Cash provided by (used in): Operating activities Net loss for the period $ (1,064,016) $ (26,289) $ (1,153,864) $ (51,856) Items not affecting cash: Loss on disposal of capital assets - 1,844 - 1,844 Amortization - - - 97 Foreign exchange (gains) losses (26,705) 5,337 (12,174) 7,438 Changes in non-cash working capital items: Accounts receivable (240,853) (6,869) (305,209) (5,508) Promissory note - - 50,000 - Inventories 1,633 - 1,633 - Prepaids and deposits 9,422 3,770 7,896 (2,082) Accounts payable and accrued liabilities 503,695 (1,361) 456,581 2,719 Other long-term liabilities 641,858 - 641,858 - ------------------------------------------------------------------------- (174,966) (23,568) (313,279) (47,348) ------------------------------------------------------------------------- Investing activities Acquisition of Sardinia Gold Mining SpA, net of acquired cash (Note 2) (132,058) - (1,502,494) - Acquisition of mineral properties (Note 3) (998,290) - (998,290) - Increase in property, plant and equipment (15,875) - (15,875) - ------------------------------------------------------------------------- (1,146,223) - (2,516,659) - ------------------------------------------------------------------------- Financing activities Issuance of special warrants - - 295,000 - Issuance of subscription receipts - - 8,015,000 - Issuance costs (8,530) - (781,515) - ------------------------------------------------------------------------- (8,530) - 7,528,485 - ------------------------------------------------------------------------- Net increase (decrease) in cash and equivalents (1,357,137) (23,568) 4,761,129 (47,348) Cash and equivalents, beginning of period 9,249,605 216,699 3,221,339 240,479 ------------------------------------------------------------------------- Cash and equivalents, end of period $ 7,892,468 $ 193,131 $ 7,892,468 $ 193,131 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to unaudited interim consolidated financial statements. Medoro Resources Ltd. Notes to Unaudited Interim Consolidated Financial Statements For the Two and Five Months Periods Ended March 31, 2004 and the Three and Six Months Periods Ended April 30, 2003 All Amounts Expressed in Canadian Dollars ------------------------------------------------------------------------- 1. Basis of Presentation The interim consolidated financial statements include the accounts of the amalgamated entity resulting from the Business Combination as described in Note 2 (the 'Company'), Full Riches Investments Ltd. ('FRI') and its wholly owned subsidiaries, principally Gold Mines of Sardinia Pty. Ltd. ('GMS Australia'), Sardinia Gold Mining SpA ('Sardinia Gold') and Miniere di Pestarena srl. Pursuant to the Business Combination, the amalgamated company, formed on March 2, 2004, has continued under the name of Medoro Resources Ltd. The unaudited interim period financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles ('GAAP'). All financial summaries included are presented on a comparative and consistent basis showing the figures for the corresponding period in the preceding year. The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with GAAP has been condensed or omitted. These unaudited interim period statements should be read together with the audited financial statements and the accompanying notes included in FRI's latest annual report. In the opinion of the Company, its unaudited interim financial statements contain all adjustments necessary in order to present a fair statement of the results of the interim periods presented. Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. 2. Acquisition of Sardinia Gold Mining SpA (a) The business combination On October 3, 2003, FRI entered into an arm's length agreement with Gold Mines of Sardinia plc, a public company formed under the laws of England and Wales('GMS England') pursuant to which FRI and GMS England agreed to complete a business combination (the 'Business Combination'). GMS England was, at that time, a gold exploration and development company with interests on the Italian island of Sardinia through its operating subsidiary Sardinia Gold, a joint venture with the Sardinian regional Government, in which GMS England held a 90% interest through GMS Australia and the Sardinian regional government the remaining 10%. FRI received approval in February 2004 from the TSX Venture Exchange, including the amalgamation of FRI with GMS England's wholly owned subsidiary, Medoro Resources Ltd. ('GMS Canada'), incorporated under the laws of the Yukon, to create the Company to continue under the name of Medoro Resources Ltd. The amalgamation was completed February 24, 2004. GMS England transferred all of the issued and outstanding shares in the capital of GMS Australia from GMS England to GMS Canada in consideration for an aggregate of 38,726,261 shares of GMS Canada. Pursuant to the terms of the amalgamation: (i) GMS England, as the sole shareholder of GMS Canada, received common shares of the Company, representing approximately 50% of the Company's issued and outstanding shares as of the date of the completion of the amalgamation. In conjunction with the completion of the Business Combination, GMS England distributed the shares it received to its shareholders; and (ii) The shareholders of FRI received common shares of the Company representing, in aggregate, approximately 50% of the Company's issued and outstanding shares as of the date of the amalgamation. In identifying the acquirer in this Business Combination, consideration was given to the proposed relative composition of the Board of Directors and Management of the Company. FRI was identified as the acquirer. (b) Initial private placement Completion of the Business Combination was subject to the successful completion of $10,000,000 (gross) in equity financings by FRI (the 'Private Placements'). The use of proceeds of the financings was for future exploration and development expenses and general working capital. In connection with the Business Combination, FRI announced a non-brokered private placement of up to 40,500,000 special warrants (the 'Special Warrants') at a price of $0.10 per Special Warrant for gross proceeds of $4,050,000 (the 'Initial Private Placement'). On October 27, 2003, FRI completed the issue and sale of 25,000,000 Special Warrants for aggregate proceeds of $2,500,000. FRI completed the issue and sale of the balance of the $1,550,000 on December 11, 2003. The Special Warrants were subsequently exercised for common shares prior to the completion of the amalgamation and each FRI common share received on such exercise was exchanged for 0.5 common shares of the Company pursuant to the amalgamation. Issuance costs related to the transaction amounted to $43,798. (c) Agency Private Placement In connection with the satisfaction of the condition to complete the balance of the Private Placements, FRI retained an agent ('the Agent') in connection with the private placement of 22,900,000 subscription receipts (the 'Subscription Receipts') at a price of $0.35 per Subscription Receipt for aggregate proceeds of $8,015,000 (the 'Agency Private Placement'). Each Subscription Receipt was exercisable, for no additional consideration, into one FRI common share. The private placement was completed on January 16, 2004. The Subscription Receipts were exercised for FRI common shares prior to the amalgamation and each FRI common share received on the exercise was subsequently exchanged for 0.5 common share of the Company pursuant to the amalgamation. In connection with the Agency Private Placement, FRI paid the Agent a commission of $480,900 equal to 6% of the aggregate proceeds from the Agency Private Placement and issued 1,374,000 Agent's Warrants. Each Agent's Warrant entitled the holder to acquire one FRI common share at a price of $0.35 until January 15, 2006. Each Agent's Warrant was exchanged for 0.5 replacement warrants of the Company at $0.70 per warrant pursuant to the amalgamation. The fair value of the Agent's Warrants of $117,950, included in contributed surplus, was calculated using the Black-Scholes pricing model assuming a risk-free interest rate of 2.87%, volatility of 40% and no dividend payments. Total issuance costs related to the Subscription Receipts were $864,762 including the commission, warrants and advisory and legal fees. (d) Interim financing of GMS England and Sardinia Gold In conjunction with the Business Combination, FRI arranged interim financing (the 'Interim Financing') for GMS England consisting of US $1,500,000 advanced by FRI in two tranches pursuant to a loan agreement between FRI and GMS England dated October 3, 2003 (the 'GMS Loan Agreement'). The loans bore interest at a rate of 10% per annum from the date of issue and matured following the completion of the Business Combination such that the obligations of GMS England thereunder expired on closing of the Business Combination. The loans were direct obligations of GMS England, secured by a charge over the shares of GMS Australia. All funds advanced under the Interim Financing were paid directly to Sardinia Gold. In February 2004, prior to the Business Combination, FRI advanced ('SGM Advances') additional funds of $211,968 directly to Sardinia Gold for working capital purposes. Pursuant to the Business Combination, the obligations of GMS England under the Interim Financing and SGM Advances were acquired by the Company. (e) Joint venture Pursuant to the terms of the Business Combination, the Company entered into a binding letter of intent with a wholly-owned subsidiary of Gold Fields Limited ('Gold Fields'). Under the letter of intent, the Company granted Gold Fields an exclusive option over all of its properties in Sardinia not currently under option to Bolivar Gold Corp. or Sargold Resource Corporation. Gold Fields has a period of 12 months to perform preliminary evaluations on the properties, during which period Gold Fields will have the right to acquire up to a 70% interest in specific properties, with 50% to be earned by sole-funding all expenditures through to completion of a bankable feasibility study. Upon completion of a bankable feasibility study, Gold Fields and Sardinia Gold will each be responsible for funding further exploration, development and other work on the property in accordance with their respective percentage interests. (f) Other matters (i) In consideration for their services in introducing the parties, assistance with the Italian authorities, due diligence, assisting with the financing and continued services in completing the Business Combination, a total of 10,000,000 FRI common shares were issued, after receiving TSX Venture Exchange approval, to Next com Italia srl, Jose Francisco Arata and Endeavour Financial. Pursuant to the amalgamation, each of these common shares was exchanged for 0.5 common shares of the Company. (ii) FRI retained McFarlane Gordon Inc. to act as sponsor (the 'Sponsor') in connection with the Business Combination in accordance with the policies of the TSX Venture Exchange. As consideration for the services rendered by the Sponsor, FRI agreed to issue 250,000 FRI common shares which, pursuant to the amalgamation, were subsequently exchanged for 0.5 common shares of the Company. (iii) Post-amalgamation, the Company issued: - 1,182,888 options to holders of GMS England options; - 5,793,918 warrants to holders of GMS England warrants as consideration for the assignment to, and assumption by, the Company of certain GMS England Agreements; and - 319,857 common shares to Williams de Broe in consideration of services performed in connection with the amalgamation. (iv) On February 24, 2004, the Business Combination was completed and shares in the Company began trading on March 2, 2004. The acquisition of 100% of GMS Australia has been accounted for using the purchase method and the results of operations have been included in the earnings of the Company from the date of amalgamation. The preliminary allocation of the purchase price is summarized below: 44,171,118 shares issued at $0.20 per share (Note 2) $ 8,834,223 Fair value of GMS England options and warrants exchanged for options and warrants of the Company (Note 2 g (iv)) 61,403 Acquisition costs 1,450,000 -------------- Total consideration $ 10,345,626 -------------- -------------- Net assets acquired: Cash $ 442,010 Accounts receivable 1,750,112 Inventories 655,756 Prepaids and deposits 158,821 Mineral interests 21,043,370 Property, plant and equipment 6,197,089 Accounts payable and accrued liabilities (3,001,865) Interim Financing and SGM Advance (Note 2 d) (2,203,968) Long-term debt (9,544,655) Other long-term liabilities (5,151,044) -------------- $ 10,345,626 -------------- -------------- The fair value of the options and warrants was determined using the Black-Scholes option pricing model assuming no dividends were paid, a volatility of the Company's shares of 40%, an expected life of options and warrants ranging between 0.5 years and 5 years and annual risk-free interest rate ranging between 2.15% and 3.48%. As at March 31, 2004, $1,032,168 of the acquisition costs are included in accounts payable and accrued liabilities. 3. Acquisition of Miniere di Pestarena srl On March 23, 2004, the Company acquired 100% of the share capital in Miniere di Pestarena srl, an Italian company with exploration rights covering the Pestarena and Lavanchetto concessions located in the Piedmont Region in Northern Italy for total consideration amounting to $3,198,290 represented by a cash payment of $998,290 (600,000 Euros) and the issuance of 4,000,000 common shares of the Company. The share issuance received approval from the TSX Venture Exchange on May 5, 2004. The acquisition has been accounted for using the purchase method and the purchase price has been allocated to mineral properties. 4. Capital Stock (a) Common shares Authorized - Unlimited common shares without par value Issued and outstanding: Number Amount ----------------------------------------------------------------- Opening balance, October 31, 2003 11,871,849 $ 6,706,001 Issued prior to amalgamation: As consideration for bridge facility (see below) 150,000 15,000 Upon exercise of Special Warrants (Note 2 b) 40,500,000 4,006,202 Upon exercise of Subscription Rights (Note 2 c) 22,900,000 7,150,238 As consideration for services in connection with the Business Combination (Note 2 f (i)) 10,000,000 1,000,000 As consideration for services rendered by the Sponsor (Note 2 f (ii)) 250,000 25,000 ------------ ------------- Balance February 24, 2004, prior to Amalgamation 85,671,849 $18,902,441 ------------ ------------- ------------ ------------- Opening balance, February 24, 2004, post-amalgamation, after giving effect to exchange of 0.5 common shares of the Company for each FRI common share 42,835,925 $18,902,441 Issued to GMS England pursuant to the Business Combination (Note 2 a) 38,726,261 7,745,252 Issued as consideration for services in connection with the amalgamation (Note 2 f (iii)) 319,857 63,971 ------------ ------------- Closing balance as at March 31, 2004 81,882,043 $26,711,664 ------------ ------------- ------------ ------------- FRI issued 150,000 common shares to Endeavour Mining Capital Corp. as part of the consideration for providing it with a bridge facility of US $500,000 bearing interest at a rate of 10% per annum that matured on October 31, 2003. (b) Escrow shares As at March 31, 2004, there were 3,639,000 common shares of the Company held in escrow. (c) Stock options As at March 31, 2004, there are 2,825,000 stock options of the Company outstanding exercisable at $0.70 per common share, including 325,000 stock options of the Company granted in February 2004 to certain officers and consultants of FRI. In addition, subsequent to the amalgamation, 1,182,888 stock options of the Company were issued to holders of GMS England options expiring through mid-2006 at exercise prices ranging from $1.45 to $3.25 per common share. 5. Related Party Transactions During the five months period ended March 31, 2004, the Company paid the following amounts to related parties: (a) Consulting fees of $10,000 and rent of $4,000 (2003 - Nil) to a company in which a director of the Company is an officer. (b) Consulting fees of $164,864 were paid and accrued (2003 - Nil) to Next com Italia srl, a company in which the President of Sardinia Gold is managing director. 6. Segmented Information The Company operates in one principal business segment, gold exploration and development, principally conducted through its operating subsidiaries located in Italy. 7. Subsequent Event On May 5, 2004, pursuant to the approval of the TSX Venture Exchange, the Company issued an aggregate of 140,624 common shares in final payment of $70,313 in accounts payable and accrued liabilities at March 31, 2004 owed to four consultants to the Company. The shares are subject to a hold period expiring on July 30, 2004. Management's Discussion and Analysis of Results of Operation and Financial Condition for the two and five-month periods ended and at March 31, 2004 This Management's Discussion and Analysis should be read in conjunction with the Company's unaudited consolidated financial statements for the periods ended March 31, 2004 and related notes thereto which have been prepared in accordance with Canadian generally accepted accounting principles. In addition, the following should be read in conjunction with the 2003 audited consolidated financial statements. All figures are expressed in Canadian dollars unless otherwise noted. This Management's Discussion and Analysis has been prepared as of May 17, 2004. Medoro Resources Ltd. was created in February 2004 as a result of the business combination between Full Riches Investments Limited and GMS Canada, whose principal assets were the exploration and formerly-producing gold assets belonging to Gold Mines of Sardinia (GMS). The original focus of GMS was the exploration, development and production of gold on the island of Sardegnain Italy. GMS was successful in this regard, having produced, in total, 130,000 ounces of gold during the period 1997 - 2003. This was not a particularly prosperous period for gold producers, large and small, as the price of gold was hovering around 20-year lows. As a result, GMS' ability to explore for and develop additional gold resources was constrained by available cash flow. Having exhausted all readily-available sources of ore in February 2003, the shareholders to realize some value for its extensive portfolio of exploration concessions. The Full Riches transaction achieved this objective. In addition to providing badly needed cash resources, a key requirement of the transaction was that Full Riches secure the participation of a senior partner who would take on the responsibility of funding an aggressive program of exploration of GMS' concessions. This commitment was fulfilled by the participation of a wholly-owned subsidiary of Gold Fields Limited, who have a 12-month exclusive right to explore any GMS concession not previously optioned to another party and can earn a 70% interest in any such property by funding all costs through to the completion of a bankable feasibility study. In addition to the Gold Fields Joint Venture, GMS had previously negotiated two exploration joint ventures, one with Sargold Resource Corporation for exploration in the Furtei area and one with Bolivar Gold Corp. for the exploration of the Monte Ollasteddu concession. Bolivar Gold Corp. can earn a 70% interest in the property by funding all expenditures through to the completion of a bankable feasibility study. A wholly-owned subsidiary of Gold Fields is currently earning a 60% interest in the property by funding all of Bolivar Gold's obligations. At Furtei, Sargold Resource Corporation is earning a 45% interest in the concessions by funding (euro) 15 million over an 8 year period. Medoro Resources' vision is to create the pre-eminent European-focused gold exploration company with a diverse portfolio of gold prospects throughout the region. To achieve this objective, the company intends to leverage off of its existing land position in Sardegna. Given the company's current financial and technical resources, Medoro's strategy will initially be to rely extensively on joint ventures with highly-qualified, well-financed partners to fund exploration of both existing concessions as well as newly-acquired opportunities elsewhere in Italyand throughout Europe. In order to achieve this strategy, the company must reduce the negative cash flow associated with the formerly producing GMS assets to a point where Medoro is organized and operated on largely 'cash neutral' basis, with all exploration funding provided by joint venture partners. Failure to achieve this will limit the company's ability to acquire new properties and may ultimately require the sale of some assets or additional equity financing, if available. In the longer term, this strategy is only viable if economic quantities of gold are discovered and developed on at least one of the company's properties and thereby generate cash flow operations sufficient to cover all corporate costs on an ongoing basis. With the recently completed business combination, comparisons between current costs and prior periods are not meaningful. However, the following comments identify various issues related to the results of operations for the periods ending March 31, 2004 and the company's financial condition as of that date. With mining operations in Sardegna suspended as of February 2003, the only tangible activity in the group was general and administrative costs related to the business combination as well as ongoing administrative costs, primarily in Italy and Canada. These costs amounted to $1.1 million in the five months ended March 31, 2004, with $1.0 million occurring in the last two months of the period. In addition, a total of $117,000 was expended in the past two months on exploration that is not recoverable from joint venture partners. After adjusting for non-cash items and changes in non-cash working capital, operating activities consumed $175,000 in the two months ended March 31, 2004 and a further $138,000 in the preceding three months. Investing activities in the two and five-month periods ended March 31, 2004 consist largely of the acquisition of the Pestarena property in northwestern Italy at a cash cost of $1.0 million plus the issuance of 4 million shares. During the five months ended March 31, 2004 the company raised net proceeds of $7.5 million through the sale of 22.9 million subscription receipts which were exercisable, for no additional consideration, into common shares of Full Riches which, pursuant to the business combination, were exchanged for 0.5 common shares of Medoro Resources. At March 31, 2004, Medoro Resources had $7.9 million in cash and working capital of $5.9 million. In order to achieve its objectives, the company has initiated a thorough review of all activities in Sardegna with a view to reducing ongoing costs not recoverable from exploration partners to a minimal level. At the same time, there are approximately $1.2 million in trade payables, many of which are greater than 90 days overdue, which need to be settled in the coming months. In addition to reducing ongoing costs, management is actively looking at a number of possible corporate arrangements which could help ensure that shareholders ultimately realize the inherent value in the company's exciting exploration portfolio. In the absence of success in these initiatives, some combination of asset sales or additional financing would be required to ensure the company's long-term survival. Additional information relating to the company is available on SEDAR at www.sedar.com. For further information: Peter Volk, Assistant Secretary, (416) 603-4653, info(at)medororesources.com (MRL.)

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