Final Results

RNS Number : 7461G

Equatorial Mining & Exploration PLC

31 May 2017

 

EQUATORIAL MINING & EXPLORATION PLC

Final Results for the Year Ended 31^st December 2016

Notice of Annual General Meeting

Chairman's Statement

I have pleasure in announcing our final results for the year to 31 December 2016

Since our interim results statement, the board has continued to be frustrated by a lack of available funding to pursue the Company's enormous coal prospect in Nigeria.

Our vision in 2013, when we acquired the rights to 650 sq.km of coal exploration licences, was to fulfil an enormous domestic demand principally from the cement industry.  At the time, almost all coal was being imported and we considered that the abundance of excellent bituminous coal from within Nigeria would be met by a flurry of demand.

With the fall in the oil price, this local demand has accelerated and the Government is heavily encouraging the private sector to invest in coal prospecting.

With the very limited money available to the board, two strategic decisions were made last autumn: 1) to incorporate a new Nigerian subsidiary, and 2) to seek a new strategic investor and diversify the Company's interests.

New Nigerian Subsidiary

EME Mine Nigeria Limited was incorporated in December 2016 to pursue a brand new coal mining prospect in central Nigeria where we had discovered low-hanging fruit in the form of existing artisanal mining.  We were delighted to discover that the communities wished to embrace our plan and we entered into community consent agreements with two separate villages. 

The coal seam is uniformly two metres thick and shall be very easy to produce commercially.  Our scouting team is on site at the moment and once the optimal mining areas are identified, we shall apply for a Small Scale Mining Lease and engage our long standing mining contractors; Pacific Ajao Ltd.

New Strategic Investor and Diversification of activities

On 9^th February 2017 we announced that we had entered into a 90 day option agreement to acquire a Mexican gold project.  The acquisition was designed to include a £2m fund raising to fund the acquisition and provide the new enlarged company with money to advance exploration.

Disappointingly, no investment was forthcoming and this project is, de-facto, at an end.

Directorate Change

Accordingly, we announce today that Brett Clark, who joined the board to oversee the transaction, has stepped down.  We thank him for his efforts in trying to advance this project.

We remain close to the ground in Nigeria and committed to finding opportunities to the benefit of EME. Such opportunities include other sites with clear evidence of commercial coal. As mentioned above, we are actively advancing discussions with a potential Nigerian investor and we shall keep shareholders carefully apprised of developments.

Appointment of Africa Manager

Nicholas Nelson, during his many visits to Nigeria, has developed a relationship with a talented Portuguese civil engineer, Mr Nuno Casthanhinha, who is the country manager for a large Spanish contracting company.  Nuno lives almost permanently in Abuja and has agreed to join the Company on a part time basis as its Africa Manager and will join Nicholas and Robert Maduakoh as a director of

EME Mine Nigeria Ltd.  Nuno will work with Nicholas in expanding and diversifying the Company's strategy in Nigeria and with Robert in expanding EME's coal tenements.

In summary, we have renewed optimism towards our ambitious plans in Nigeria and look forward to announcing a further statement at the time of our Annual General Meeting. Following the departure of Alyn Evans last year, the Directors are conscious that a replacement mining engineer is needed and has identified a number of excellent potential candidates for this purpose.  An appointment will coincide with the continuation of a well funded exploration plan and subject to this, we look forward with confidence to the year ahead.

31 May 2017

Enquiries:

Equatorial Mining & Exploration Plc: Nicholas Nelson, Executive Chairman	[e-mail]
NEX Adviser and Broker Alexander David Securities James Dewhurst	[phone]

The Directors take responsibility for this announcement.

 INCOME STATEMENT

			2016	2015
	Note		£'000	£'000
Administrative expenses			(181)	(746)
Share based payments			(1,242)	(63)
Provision against loan advanced to Related party	13		(82)	-
OPERATING LOSS FROM OPERATIONS	4		(1,423)	(809)
Investment income			-	-
Interest payable on loans			(47)	(2)
Loss before taxation			(1,552)	(811)
Taxation	6		-	-
LOSS FROM CONTINUING OPERATIONS	17		(1,552)	(811)
Loss per share
-  basic (pence)  -  diluted (pence)	7		(0.029) (0.029)	(0.020) (0.020)

STATEMENT OF COMPREHENSIVE INCOME

			2016	2015
			£'000	£'000
Loss for the period			(1,552)	(811)
Total comprehensive income			(1,552)	(811)

STATEMENT OF CHANGES IN EQUITY

	Share capital	Share premium	Share-based compensation reserve	Interest in shares in EBT	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Balance as at 1 January 2015	273	1,638	199	-	(1,587)	523
Total comprehensive loss for the year	-	-	-	-	(811)	(811)
Transfer to Retained earnings	-		(153)	-	153	-
Share based compensation	-	-	63	-	-	63
Exercise of share options	3	-	-	-	-	3
Exercise of warrants	155	-	-	-	-	155
Reversal of movements in 2014	-	-	(37)	-	-	(37)
Reversal of shares issued in error in 2014	(35)	(468)	-	-	-	(503)
Issue of new shares	80	34	-	(79)	-	35
Balance as at 31 December 2015	476	1,204	72	(79)	(2,245)	(572)
Total comprehensive loss for the year	-	-	-	-	(1,552)	(1,552)
Share based compensation	-		1,242	-		1,242
Exercise of share options	2	-	-	-	-	2
Exercise of warrants	24	-	-	-	-	24
Conversion of unsecured loan note	36	324	-	-	-	360
Issue of new shares	54	-	-	(54)	-	-
Balance at 31 December 2016	592	1,528	1,314	(133)	(3,797)	(496)
	══════	══════	══════	══════	══════	════

Reserves

Reserve	Description and purpose
Share capital	Amount of the contributions made by shareholders in return for the issue of shares.
Share premium	Amount subscribed for share capital in excess of nominal value.
Share-based compensation reserve	Cumulative fair value of share options granted and recognised as an expense in the Income Statement.
Interest in shares in Employees Benefit Trust (EBT)	The Company set up an Employees Benefit Trust on 6 March 2016 (the Equatorial EBT) for the benefit of its employees which is intended to constitute an employee's share scheme within the meaning of section 1166 of the Companies Act 2006. Advances made towards the scheme by the company have been subsequently used to subscribe for shares in the Company to be acquired by the Beneficiaries. The shares have been allocated under option agreements to the beneficiaries as detailed in note 14 of the financial statements under the instructions of the Company. Under IFRS own shares held under an Employee Share ownership plan are recorded as a deduction in arriving at shareholders funds rather than as an asset.

STATEMENT OF FINANCIAL POSITION

			2016	2015
			£'000	£'000
	Note
ASSETS
NON-CURRENT ASSETS				-
Investments	8		3
CURRENT ASSETS
Trade and other receivables	9		8	21
Cash and cash equivalents			16	24
			24	45
TOTAL ASSETS			27	45
EQUITY AND LIABILITIES
Share capital	14		592	476
Share premium account	15		1,528	1,204
Interest in shares in EBT	16		(133)	(79)
Share-based compensation reserve	16		1,314	72
Retained earnings	17		(3,707)	(2,245)
TOTAL EQUITY			(496)	(572)
CURRENT LIABILITIES
Trade and other payables	10		523	617
TOTAL EQUITY AND LIABILITIES			27	45

These financial statements were approved for issue by the Board of Directors on 31 May 2017 and were signed on its behalf by:

STATEMENT OF CASH FLOWS

			2016	2015
			£'000	£'000
Loss before income tax			(1,552)	(811)
Share-based compensation			1,242	(132)
Finance cost			9	2
Finance income			-	-
Operating cash flows before movement in working capital and provisions			(301)	(941)
(Increase)/decrease in trade and other receivables			13	45
Increase/(decrease) in trade and other payables			(95)	513
NET CASH USED IN OPERATING ACTIVITIES			(383)	(383)
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
Interest paid			(9)	(2)
Investment in own issued share capital			-	79
NET CASH GENERATED FROM INVESTING ACTIVITIES			(9)	77
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issue of shares			384	272
NET CASH GENERATED FROM FINANCING ACTIVITIES			384	272
Net (decrease)/increase in cash and cash equivalents			(8)	(34)
Net cash and cash equivalents at beginning of period			24	58
NET CASH AND CASH EQUIVALENTS AT END OF PERIOD			16	24

NOTES TO THE FINANCIAL STATEMENTS

1.   General information

      Equatorial Mining and Exploration plc ("the Company") is an investment vehicle, established to invest in or acquire businesses or assets in the mining sector.

      The Company is a public limited company which is quoted on ISDX and is incorporated and domiciled in the UK.  The address of its registered office is Finsgate, 5-7 Cranwood Street, London EC1V 9EE.

      The registered number of the company is 07496976.

2.   Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting standards ("IFRS") as adopted by the European Union, International Financial Reporting Interpretations Committee ("IFRIC") interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The functional and presentational currency for the financial statements is Sterling.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies.

      Accounting for interest in own shares held though an Employees Benefit Trust

      The funds advanced to acquire the shares have been accounted for under IFRS as a deduction in arriving at shareholders' funds rather than as an asset.          

      Issued International Financial Reporting Standards (IFRS's) and interpretations (IFRICS) relevant to company operations

      There are no IFRS or IFRIC interpretations that are effective for the first time in this financial period that would be expected to have a material impact on the Company.

      Standards, interpretations and amendments to published standards that are not yet effective

      There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

3.   Accounting Policies

      Basis of accounting

      The financial statements have been prepared under the historical cost convention, as modified by the accounting for financial instruments at fair value.

Going concern

Having reviewed the future plans and projections for the business, the Company is actively seeking to obtain additional funding from its shareholders and outside lenders in order to continue as a going concern. As at the date of this report the Company has approximately £18,000 of cash in the bank and has outstanding creditors of £537,000 including a loan of £137,500 with Darwin Strategic Limited which matured in April and has been demanded but not called in. The Company has also obtained additional convertible loans of £33,000, since converted into new ordinary shares. The Company has enough funds to cover the most immediate payments and existing creditors including the Directors continue to show patience as does Darwin who appear to be determined that the Company continues trading. In the absence of further funding there is therefore a material uncertainty over the Company's ability to continue as going concern. The Directors continue to adopt the going concern basis in preparing the financial statements as they are actively pursuing funding from different sources and it is reasonable to conclude they will be successful. The Company has also been given a letter of support from one of its shareholders agreeing to provide interest free loans to fund any shortfall in working capital requirements and assist with settlement of any immediate debts in the next 12 months should this become necessary. Given this, the directors believe that preparing the accounts on the going concern basis is appropriate.

       Share options

      When shares, share options and warrants are granted to employees and investors, a charge is made to the profit and loss account and a reserve created in capital and reserves to record the fair value of the awards at the date of grant in accordance with IFRS 2 (share based payments).  This charge is spread over the vesting period.  When shares and share options are granted to employees of subsidiary companies, the fair value of the awards is treated as a capital contribution and spread over the period of performance relating to the grant.  The corresponding entry is made in reserves.

      Segment reporting

      A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments.  A geographic segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments.

      In the opinion of the Directors, in year ended 31 December 2016, the Company does not have any separate business or geographical segments.

      Fixed Asset investments

      Interests in subsidiaries, associates and jointly controlled entities are initially measures at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

      Cash and cash equivalents

      Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts.

      Trade payables

      Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

      Share capital

      Ordinary shares are classified as equity.  Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

      Income taxes

      Current income tax assets and liabilities are measured at the amount expected to be recovered or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted at the balance sheet date.

      Deferred income tax is recognised using the balance sheet liability method, providing for temporary differences between the tax bases and the accounting bases of assets and liabilities.  Deferred income tax is calculated on an undiscounted basis at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

      Deferred income tax liabilities are recognised for all temporary differences, except where the deferred income tax liability from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

      Deferred income tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.  Deferred income tax assets and liabilities are offset against each other only when the Company has a legally enforceable right to do so.

      Deferred income tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences can be utilised.

Use of assumptions and estimates

      The Company makes judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.  The resulting accounting estimates calculated using these judgements and assumptions will, by definition, seldom equal the related actual results but are based on historical experience and expectations of future events.  The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision effects only that period, or in the period of revision and future periods if the revision affects both current and future periods.

      The estimates and assumptions that had a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below.

      Share based payments

      The fair value of share-based payments recognised in the income statement is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is            based on management's best estimate of future share price behaviour based on past experience, future expectations and benchmarked against peer companies in the industry.

4.   Operating loss

      Operating loss is stated after charging:

		2016	2015
		£'000	£'000
Directors' remuneration:
-     Salaries		25	-
-     Directors' fees		172	164
Auditor's remuneration
-    Audit		12	9
-    Non-audit services		1	1
		═════	═════

5.   Employees

      The company has no employees other than the directors.

6.   Tax on profit on ordinary activities

	2016	2015
	£'000	£'000
Current tax expense	-	-
Deferred tax expense	-	-
	─────	─────
	-	-
	═════	═════
Reconciliation of effective tax rates	£	£
(Loss) before tax	(1,552)	(811)
	═════	═════

Tax using domestic rates of corporation tax of 20.00% (2015: 20.00%)	(310)	(162)
Effect of:
Expenses not deductible for tax purposes	248	28
Losses carried forward	62	134
	─────	─────
	-	-
	═════	═════

        The company has estimated losses of £409,713 (2015 - £141,993) available to carry forward against future trading profits.

      The Company has not recognised a potential deferred tax asset of £81,942 (2015: £28,399) in respect of these losses due to uncertainty over whether they will be utilised in future periods.

7.   Loss per share

The calculation of earnings per ordinary share is based on earnings after tax and the weighted average number of ordinary shares in issue during the year. For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The company had three classes of dilutive potential shares, being those share warrants and share options detailed within notes 14 and 16.

The diluted loss per share is the same as the basic loss per share as the loss for the year has an antidilutive effect.

The calculation of basic and diluted earnings per share is based on the following figures:

	2016	2015
	£'000	£'000
Total loss for the period	(1,552)	(811)
	──────────	──────────
Weighted average number of shares - basic	5,341,116,533	4,030,228,807
Diluting effect of warrants in issue	-	-
	──────────	──────────
Weighted average number of shares - diluted	5,341,116,533	4,030,228,807
Basic loss per share	(0.029)p	(0.020)p
Diluted loss per share	(0.029)p	(0.020)p

8.  Fixed asset investments

		2016	2015
		£'000	£'000
I   Investment in subsidiary (valued at cost)
At 1 January 2016		-	-
Additions		3	-
At 31 December 2016		3	-
Carrying amount
At 31 December 2016		3	-
At 31 December 2015		-	-
Details of the company's subsidiaries at 31 December 2016 are as follows
Name of undertaking	Nature of	Class of	%
	business	Shares held	Held
Ememine Nigeria Limited (incorporated in Nigeria)	Mining exploration	Ordinary shares	99
The subsidiary was incorporated on 8 December 2016 and has remained dormant since incorporation.

9.   Trade and other receivables

	2016	2015
	£'000	£'000
VAT	-	8
Directors loan	-	5
Other debtors	6	7
Prepayments	2	1
	────────	───────
	8	21
	════════	═══════

10.  Trade and other payables

	2016	2015
	£'000	£'000
Trade payables	264	316
Short term loans	166	134
Other creditors	65	29
Accruals	28	138
	───────	──────
	523	617
	═══════	══════

Short term loans consist of the first tranche of Bridge Loan notes of £137,500 issued to Darwin Strategic Limited and prepaid contributions for new convertible loan notes totalling £29,000 issued through N. Nelson and an external investor. These are unsecured but have been issued with warrants as detailed in note 14 to the financial statements.

11.  Creditors - greater than one year

	2016	2015
	£'000	£'000
At 1 January 2016	-	-
Issued 16 February 2016	360	-
Converted 1 July 2016	(360)	-
	───────	──────
At 31 December 2016	-	-
	═══════	══════

      The loan notes carried a coupon of 8%, there was no fixed date for conversion and were convertible at the rate of 1,000 new ordinary shares for each £1.00 of loan note.

      On 3 February 2017, a 10% irrecoverable loan note for £33,000 was issued, convertible at par.

12.        Financial instruments

      The Company's financial instruments comprise cash and various items, such as trade payables that arise directly from its operations. The main risks arising from, and impacted by, the financial assets and liabilities of the Company are interest rate risk and liquidity risk. The Board reviews and agrees policies for managing these risks and they are summarised below.

      The Company does not hold any derivative financial instruments. The market value of the Company's financial assets and liabilities does not differ materially from the carrying value.

      Financial Assets

      The only significant asset of the Company is cash at bank and on deposit. Cash is held in Sterling only.

      Cash at bank attracts interest at floating rates that vary with UK bank base rates. Cash on short-term deposits attracts fixed rates which are agreed at the commencement of the term of the deposit.

      Financial Liabilities

      The Company does not have any financial liabilities other than the trade and other payables arising from its operations. No interest is payable in respect of any of these liabilities.

      The Company does not have any undrawn borrowing facilities.

      Cash flow interest rate risk

      The Company is cash positive and places its balances on short-term deposits with Santander. Due to the short-term nature of these deposits, the interest receivable by the Company will be affected by changes in the UK bank base rate. No interest is received on any of the Company's other assets or receivables. The Company does not have any loans, bank borrowings or other interest bearing payables.

      Liquidity Risk

      It is the Company's policy to maintain sufficient cash resources to meet its short-term liabilities.

13.  Related Parties

During the accounting period £162,545 was charged to the Company by Nexus Financial Ltd, a Company in which N. Nelson is a Director for fees (2015 - £133,350). N. Nelson agreed to cancel unpaid fees amounting to £11,100 in relation to the accounting period.

During the accounting period, an amount of £9,578 (2015 - £16,750) was charged to the Company by Alyn Evans Consultancy Services Ltd, a Company in which A. Evans is a Director. A. Evans agreed to cancel unpaid fees amounting to £11,000 in relation to the accounting period.

During the accounting period an amount of £nil (2015 - £14,000) was charged to the Company by S. Retter in respect of Director's fee. A further £3,250 was charged to the Company by Stonedale  Management and Investments Limited, a Company in which S. Retter is a Director, in respect of fees for consultancy.

During the accounting period the Company advanced loans of £82,395 to Dessert Rock and Exploration (Nigeria) Limited. There Loan is unsecured and was made at an interest rate of 3% per annum over the UK base lending rate. The Directors have agreed to defer interest charges on the loan and have decided to provide for the whole of the amount loaned as they do not expect to recover this amount.

14.  Share Capital

	2016	2015
	£'000	£'000
Allotted, called up and fully paid: 5,918,941,670 (2015 - 4,756,941,670 Ordinary Shares of £0.0001 each	592	476
	════	═══

On 1 July 2016:

(a)  22,000,000 new ordinary shares were issued in settlement of suppliers' invoices, at par;

(b)  540,000,000 new ordinary shares were subscribed by the Employee Benefit Trust at par;

(c)  Warrants totalling £24,000 were exercised at par, resulting in the issue of 240,000,000 new ordinary shares; and

(d)  A convertible loan note subscribed on 16 February 2016 for £360,000, was converted into new ordinary shares at £0.001 per shares.

(e)  540,000,000 new ordinary shares were subscribed by the Employee Benefit Trust at par;

(f)   Warrants totalling £24,000 were exercised at par, resulting in the issue of 240,000,000 new ordinary shares; and

(g)  A convertible loan note subscribed on 16 February 2016 for £360,000, was converted into new ordinary shares at £0.001 per shares.

15.  Share Premium

	2016	2015
	£'000	£'000
Balance brought forward	1,204	1,638
Premium on issued shares during the year	324	34
Premium on shares issued in error	-	(468)
	───────	───────
Balance carried forward	1,528	1,204
	═══════	═══════

16.  Share Based Payments

      Equity settled share-option plan

      On 1 July 2016 S. Retter converted by agreement 60,000,000 warrants to a 60,000,000 ordinary shares entitlement under the Employee Benefit Trust;

      On 1 July 2016 entitlement under the Employee Benefit Trust were granted as follows: N.Nelson - 340,000,000; S. Retter - 140,000,000, totalling 480,000,000 share entitlement. Directors entitlements as at 31 December 2016 are N.Nelson - 820,740,000; S. Retter - 200,000,000.

      The Company plan provides for a grant price equal to the average quoted market price of the   Company's shares on the date of grant. 

      The fair values of the options granted have been calculated using Black-Scholes model assuming the inputs shown below:

      Share price                                                                          £0.0045

      Exercise price                                                                     £0.0001

      Time to maturity                                                                   10 years on CSOP

      Time to maturity                                                                        9 years, 8 ½ and 7 ½ years EBT

      Risk free rate                                                                       1.3%

      Volatility                                                                              30.0%

      An expense of £1,241,763 has been recognised in the year (2015: £63,418) in respect of a share-based payment charge for the share options issued during the accounting period under the Employee Benefit Trust and CSOP.

      Share Warrants

      On 16 December 2015, the right to warrants amounting to 360,000,000 was granted to Cornhill Management and Investment Limited, for services to be rendered in 2016 in providing a short term loan; there is a potential for a further 3,000,000,000 warrants to be issued.  These were cancelled on 16 February 2016 and reissued on the same date as follows: C. Brooke Partridge - 50,000,000; Darwin Strategic Limited - 50,000,000; and Jim Nominees Limited - 260,000,000.

      The warrants will not normally be exercisable during a closed period, and furthermore can only be exercisable if the performance conditions are satisfied.

      Warrants which have vested immediately before either the death of a participant or his ceasing to be eligible employee by reason of injury, disability, redundancy, retirement or dismissal (otherwise than for a good cause) shall remain, exercisable (to the extent vested) for 12 months after such cessation, and all non-vested options shall lapse.

      On 1 July 2016, the 60,000,000 warrants granted to S. Retter on 7 September 2015 were cancelled and replaced by a 60,000,000 share entitlement under the Employee Benefit Trust.

      Share Warrants

      On 1 July the following exercised warrants entitlements as follows: Walker Crips - 140,000,000; C.A. Potts - 100,000,000.

      On 3 February 2017 as part of the issue of a convertible loan note for £33,000, 330,000,00 warrants were granted as follows:  S. Retter - 30,000,000; C.A. Potts 140,000,000; N. Nelson - 50,000,000; Thames Investment Club - 100,000,000; N.C. Goncalves - 10,000,000.

      The details of the warrants are as follows

		2016	2015
Outstanding at beginning of period		1,240,000,000	1,500,000,000
Exercised during the period		(300,000,000)	(1,550,000,000)
Granted in the period		-	1,290,000,000
		─────────	─────────
Outstanding at end of the period		940,000,000	1,240,000,000
		═════════	═════════

      On 3 February 2017, 330,000,000 warrants attached to new convertible loan note for £33,000, were issued.

17.  Retained Earnings

		2016	2015
		£'000	£'000
Opening balance		(2,245)	(1,587)
Profit/(Loss) for the period		(1,552)	(811)
Transfer from Share based compensation reserve		-	153
Exercise of share options		-	-
Closing balance		(3,797)	(2,245)
		══════	══════

18.  Capital Commitments

      The Company has no capital commitments at the year end.

19.  Future Operating Lease Commitments

      There are no material operating lease commitments at the statement of financial position date.

20.  Control

      In the opinion of the directors, there is no one controlling party.

21.  Post balance sheet events

      These are referred to in the Strategic Report and the Directors Report.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Equatorial Mining and Exploration Plc will be held at 11am  on 26 June 2017 at the City of London Club, Old Broad Street EC2N 1DS (the "Meeting") to consider and, if thought fit, to pass the following ordinary and special resolutions of the Company.

ORDINARY BUSINESS

As ordinary resolutions

1.       To receive and adopt the statement of accounts for the year ended 31 December 2016, together with the reports of the Directors and the auditors thereon.

2.       That Nicholas Nelson, a Director retiring by rotation in accordance with regulation 106 of the Articles of Association of the Company, be and is hereby re-elected as a Director of the Company.

3.       To re-appoint Jeffreys Henry LLP as auditors to the Company and to authorise the Directors to fix their remuneration.

SPECIAL BUSINESS

As an ordinary resolution

4.       THAT, in accordance with Section 551 of the Companies Act 2006, the Directors be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £400,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the earlier of the conclusion of the Annual General Meeting of the Company to be held in 2018 or the date falling twelve months after the passing of this Resolution save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution has expired.

          This authority is in substitution for all previous authorities conferred on the Directors in accordance with Section 551 of the Companies Act 2006, but without prejudice to any allotment of shares or grant of Rights already made or offered or agreed to be made pursuant to such authorities.

As a special resolution

5.       THAT, the Directors be and they are hereby empowered (in substitution for and to the exclusion of any other existing powers save to the extent that the same have been previously exercised) pursuant to Section 551 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of the Companies Act 2006) of the Company for cash pursuant to the authority conferred on them by Resolution 6 and to allot relevant securities as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment.

          This power shall (unless previously revoked or varied by the Company in General Meeting) expire twelve months after the date of the passing of this Resolution or at the conclusion of the Annual General Meeting of the Company to be held in 2018 whichever first occurs save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Dated: 31^st May 2017

By order of the Board

N C P Nelson

Director

 

END

 

 

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