12 May 2014
KEFI Minerals Plc.
("KEFI" or the "Company")
Results for the twelve months to 31 December 2013
KEFI Minerals Plc (AIM: KEFI),the gold exploration and development company with projects in the Kingdom of Saudi Arabia and the Democratic Republic of Ethiopia, announces its full year results for the twelve months ended 31 December 2013.
FY 2013 Highlights
· Foundations laid to transition from exploration phase to become a developer and producer of gold
· Strategically focused to become a key gold producer in the Arabian-Nubian Shield (ANS), which is similar to the Precambrian shields of Australia and Canada, but underexplored
· Acquired 75% of the advanced Tulu Kapi gold project in Ethiopia, which contains 2Moz JORC compliant Mineral Resources, including 1Moz Probable Reserves
· Significant progress made with Jibal Qutman project in the Kingdom of Saudi Arabia: PFS commenced in September and concluded, post period end, in March 2014
· Ended the year with 1.7Moz attributable JORC compliant Mineral Resources
Tulu Kapi Project
· Acquired 75% of the advanced Tulu Kapi project, from Nyota Minerals (Ethiopia) Limited ("Nyota"), in Ethiopia for £4.5m
· Approximately $50m spent by previous owner to reach Definitive Feasibility Study ("DFS") stage identifying Ore Reserves of 1.0Moz
· During due diligence, identified that, by adopting a revised development strategy, which included selective mining of the orebody, the Company could potentially reduce the capital requirement and increase the grade of material mined
Jibal Qutman Project
· In May 2013, posted maiden JORC compliant Inferred Resources and shortly thereafter announced 33% increase in total Inferred Resources
· Accelerated expansion of mineralisation on all four drilled deposits
· In November 2013, increased JORC compliant Resource again with approximately 77% of the total resource, by volume, upgraded to an Indicated Resource category
· New area of mineralisation discovered, called the East Zone, and drill tested
Post Period Highlights
Tulu Kapi Project
Operational Update:
· Progressing towards implementation of revised strategy to reduce capital expenditure
· VAT liability settled with Ethiopian Government with an agreed three-year payment schedule
· Trenching commenced in February 2014 to aid geological structural interpretation
· Drilling programme underway and independent consultants formally engaged to modify DFS
· Expected to complete revised DFS and Mining Licence application by Q4 2014
Resource Upgrade:
· Tulu Kapi Mineral Resource increased to 2.05Moz (24.1Mt at 2.64g/t Au) and upgraded to 90% being classified in the Indicated category
Jibal Qutman Project
Operational Update:
· Development drilling continues and mineralisation remains open in three of the five adjacent open pits
· In March 2014, completed the Pre-feasibility Study: Mining Licence Application for review within the Company's Gold and Minerals joint venture ("G&M") ahead of submittal to the authorities
Resource Upgrade:
· In February 2014, JORC compliant Mineral Resource increased to 495Koz and upgraded to 88% being classified in the Indicated category
· Drilling on three deposits with best RC drill results of 17m at 1.92g/t Au (including 7m at 3.53g/t Au), 16m at 1.24g/t Au (including 6m at 2.35g/t), 18m at 1.07g/t Au and 7m at 1.33g/t Au
Jeffrey Rayner, Managing Director of KEFI Minerals, said: "In 2013 we strategically moved ourselves a step closer to becoming a gold developer through the acquisition of the Tulu Kapi project in Ethiopia. Since the acquisition, as indicated by the resource upgrade and other work-in-progress, this project is performing ahead of our high expectations. We are also pleased to report the substantial progress made in our Jibal Qutmanproject.
"Looking ahead, we have entered 2014 in a better position than any previous occasion with a stronger team and portfolio of projects in the underexplored Arabian Nubian Shield. We are on track this year to complete the Definitive Feasibility Study for Tulu Kapi and re-activation of its mining licence, and the submission of a Mining Licence application for Jibal Qutman. As a result of this, and the tight planning, the Board is confident of commencing production in 2016."
Enquiries:
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KEFI Minerals Plc |
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Jeffrey Rayner |
+90 533 928 1913 |
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Fox-Davies Capital (Nominated Adviser and Joint Broker) |
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Simon Leathers |
+44 203 463 5022 |
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finnCap Ltd (Joint Broker) |
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Elizabeth Johnson, Christopher Raggett |
+44 207 220 0500 |
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Luther Pendragon (Financial PR) |
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Harry Chathli, Claire Norbury, Ivana Petkova |
+44 207 618 9100 |
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Further information on KEFI Minerals is available at www.kefi-minerals.com
KEFI Minerals reports in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the "JORC Code").
References in this announcement to exploration results and resources have been approved for release by Mr Jeffrey Rayner (BSc.Hons). Mr Rayner is a geologist and has more than 25 years relevant experience in the field of activity concerned. He is a member of the Australasian Institute of Mining and Metallurgy (AusIMM) and has consented to the inclusion of the material in the form and context in which it appears.
Operational Review
2013 has been a period of growth and evolution for KEFI Minerals during which the Company set down foundations through the substantial resource increase for Jibal Qutman and the transformational acquisition of the Tulu Kapi project in Ethiopia. These assets provide KEFI with a healthy platform that envisages gold production commencing in 2016 and progressing towards a targeted production-rate of 80,000 ounces per year in 2017.
The Company finished the year with Mineral Resources totalling with 1.7 million attributable gold ounces of JORC compliant Mineral Resources and surrounded by exciting potential for greater growth through further exploration.
The key milestones achieved during the period include:
· May 2013: Maiden Resource for Jibal Qutman of 313,000 ounces
· November 2013: Jibal Qutman Resource increased to 480,000 ounces
· December 2013: Acquisition of Tulu Kapi
Post period, the momentum continued and the Company reported the following:
· March 2014: Jibal Qutman Resource increased to 495,000 ounces and upgraded to 88% being classified in the Indicated category
· March 2014: Tulu Kapi Resource increased to 2.05 million ounces and upgraded to 90% being classified in the Indicated category
Key Objectives for Ethiopia - Tulu Kapi
Since acquiring Tulu Kapi in December 2013, the Company has been reviewing and interpreting the extensive data already assembled as well as trenching and drilling to collect further data.
As stated previously, KEFI is pursuing its own revised strategy for Tulu Kapi. The planned size of the processing plant has been reduced to a targeted 1.2 million tonnes per annum ("Mtpa"), which is expected to deliver the following potential advantages:
· Reduce capital expenditure by circa 50%
· Increase the mined gold head grade
· Improve project returns and thereby facilitate the necessary financing
The Company's objectives and work programme for the remainder of 2014 at Tulu Kapi include:
· Completing the trenching and RC drilling program to confirm and extend current resource
· Updating the resource and reserve estimates
· Progressing financing proposals with potential lenders, including development banks
· Completing a refined DFS
· Reactivation of the Mining Licence application
This work programme is aimed at achieving a target gold production of circa 80,000-85,000 ounces per year with the ramp-up commencing in 2016, which should provide robust cash flows by producing gold at a targeted All-in Costs (including operating, capital and closure) of circa $700 per ounce. There is also potential for expanding the open-pit under higher gold price scenarios and for discovering satellite deposits.
Key Objectives for Saudi Arabia - Jibal Qutman
Since the Jibal Qutman Exploration Licence was granted in July 2012, KEFI Minerals has rapidly advanced this project from grassroots exploration to delineation of an Indicated resource and to completion of a PFS, which is required in order to submit a Mining Licence application. However, it is important to note that mineralisation remains open in three of the five adjacent potential open pits included in the mineral resource and drilling is continuing to expand the resources.
Drilling to date has already identified a JORC compliant resource of 16.7 million tonnes at 0.92g/t gold, containing 495,000 ounces (with 88% in the Indicated category).
In March 2014, the PFS was completed for review with partner ARTAR, the G&M joint venture partner, and by the Saudi authorities. Financial modelling has indicated a profitable carbon-in-leach ("CIL") operation with All-in Costs (including operating, capital and closure) less than $1,000 per ounce.
Jibal Qutman's work programme for 2014 is summarised below:
· Further drilling aimed at further increasing resources and improving project economics
· Update the resource estimate and announce initial reserve estimate
· Submit the Mining Licence application
· Initiate a DFS
This work programme prudently progresses the permitting and evaluation of Jibal Qutman.
Outlook
KEFI Minerals is now positioned as the operator of two gold development projects as well as a cost-effective explorer of its portfolio in the highly prospective Arabian-Nubian Shield, which is one of the largest underexplored mineral provinces in the world.
KEFI is also prioritising prospects for drilling in order to provide further resources for its two key projects as well as advancing grassroots prospects within the updated business plan.
In Saudi Arabia, drilling results during 2013 have highlighted the quality of the granted Exploration Licences ("ELs"). The Company continues to wait for more ELs to be granted so that it can progress to drilling very prospective targets already identified from surface sampling and reconnaissance by KEFI Minerals, as well as historical mine workings in some areas.
In Ethiopia, the potential of ELs near Tulu Kapi have been evaluated and the trenching and RC drilling on high priority targets have already commenced.
The Board is confident that the chosen strategy, combined with the appropriate mix of technical and financial expertise, will enable the Company to prudently progress the projects into profitable gold mines with the aim of maximising and returning value to shareholders via share price appreciation and dividends.
Consolidated statement of income statement
Year ended 31 December
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Notes |
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2013 |
|
2012 |
|
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|
|
Revenue |
|
|
|
- |
|
- |
Exploration costs |
|
|
|
(148) |
|
(93) |
Gross loss |
|
|
|
(148) |
|
(93) |
Administrative expenses |
|
|
|
(779) |
|
(716) |
Share-based payments |
|
16 |
|
(286) |
|
(265) |
Share of loss from jointly controlled entity |
|
17 |
|
(1,228) |
|
(612) |
Change in value of available-for-sale financial assets |
|
12 |
|
2 |
|
(33) |
Operating loss |
|
5 |
|
(2,439) |
|
(1,719) |
Interest income |
|
|
|
4 |
|
- |
Foreign exchange loss |
|
|
|
(158) |
|
(9) |
Loss before tax |
|
|
|
(2,593) |
|
(1,728) |
Tax |
|
7 |
|
- |
|
- |
Loss for the year |
|
|
|
(2,593) |
|
(1,728) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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Other comprehensive income: |
|
|
|
|
|
|
Exchange differences on translating foreign operations |
|
|
|
(7) |
|
21 |
Total comprehensive loss for the year |
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(2,600) |
|
(1,707) |
|
|
|
|
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Basic and fully diluted loss per share (pence) |
|
8 |
|
(0.53) |
|
(0.39) |
The Company has taken advantage of the exemption conferred by section 408 of Companies Act 2006 from presenting its own statement of comprehensive income. Loss after taxation amounting to GBP2.5 million (2012: GBP1.5 million) has been included in the financial statements of the parent company.
The following notes are an integral part of these consolidated financial statements.
Statements of financial position
31 December
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The |
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The |
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The |
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The |
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Group |
Company |
Group |
Company |
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Notes |
2013 |
2013 |
2012 |
2012 |
||||
ASSETS |
|
|
|
|
|
|
|
|
Non‑current assets |
|
|
|
|
|
|
|
|
Property, plant and equipment |
9 |
252 |
|
- |
|
1 |
|
- |
Intangible assets |
10 |
6,900 |
|
- |
|
- |
|
- |
Fixed asset investments |
11.1 |
- |
|
3,097 |
|
- |
|
1 |
Investments in joint ventures |
11.2 |
- |
|
181 |
|
67 |
|
181 |
|
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7,152 |
|
3,278 |
|
68 |
|
182 |
Current assets |
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss |
12 |
80 |
|
12 |
|
10 |
|
10 |
Trade and other receivables |
13 |
655 |
|
594 |
|
302 |
|
249 |
Cash and cash equivalents |
14 |
3,279 |
|
3,231 |
|
1,924 |
|
1,910 |
|
|
4,014 |
|
3,837 |
|
2,236 |
|
2,169 |
Total assets |
|
11,166 |
|
7,115 |
|
2,304 |
|
2,351 |
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EQUITY AND LIABILITIES |
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Equity attributable to owners of the Company |
|
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Share capital |
15 |
8,535 |
|
8,535 |
|
4,712 |
|
4,712 |
Share premium |
15 |
7,660 |
|
7,660 |
|
4,439 |
|
4,439 |
Share options reserve |
16 |
794 |
|
794 |
|
541 |
|
541 |
Foreign exchange reserve |
|
(156) |
|
- |
|
(149) |
|
- |
Accumulated losses |
|
(10,062) |
|
(10,006) |
|
(7,502) |
|
(7,563) |
|
|
6,771 |
|
6,983 |
|
2,041 |
|
2,129 |
Non-controlling interest |
11.1 |
1,032 |
|
- |
|
- |
|
- |
Total equity |
|
7,803 |
|
6,983 |
|
2,041 |
|
2,129 |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Trade and other payables |
18 |
3,363 |
|
132 |
|
263 |
|
222 |
|
|
3,363 |
|
132 |
|
263 |
|
222 |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
3,363 |
|
132 |
|
263 |
|
222 |
|
|
|
|
|
|
|
|
|
Total equity and liabilities |
|
11,166 |
|
7,115 |
|
2,304 |
|
2,351 |
|
|
|
|
|
|
|
|
|
Consolidated statement of changes in equity
Year ended 31 December 2013
|
Attributable to the owners of the Company
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Share capital |
Share premium |
Share options reserve |
Foreign exchange reserve |
Accumulated losses |
Non-controlling interest |
Total |
|
|
|
|
|
|
|
|
At 1 January 2012 |
3,650 |
2,719 |
385 |
(170) |
(5,883) |
- |
701 |
Loss for the year |
- |
- |
- |
- |
(1,728) |
- |
(1,728) |
Other comprehensive income |
- |
- |
- |
21 |
- |
- |
21 |
Total Comprehensive Income |
- |
- |
- |
21 |
(1,728) |
|
(1,707) |
Recognition of share based payments |
- |
- |
265 |
- |
- |
- |
265 |
Exercise of options/warrants |
- |
- |
(35) |
- |
35 |
- |
- |
Forfeit of options/warrants |
- |
- |
(74) |
- |
74 |
- |
- |
Issue of share capital |
1,062 |
1,829 |
- |
- |
- |
- |
2,891 |
Share issue costs |
- |
(109) |
- |
- |
- |
- |
(109) |
At 31 December 2012 |
4,712 |
4,439 |
541 |
(149) |
(7,502) |
- |
2,041 |
Loss for the year |
- |
- |
- |
- |
(2,593) |
- |
(2,593) |
Other comprehensive income |
- |
- |
- |
(7) |
- |
- |
(7) |
Total Comprehensive Income |
- |
- |
- |
(7) |
(2,593) |
- |
(2,600) |
Recognition of share based payments |
- |
- |
286 |
- |
- |
- |
286 |
Exercise of options |
- |
- |
(4) |
- |
4 |
- |
- |
Forfeit of options |
- |
- |
(29) |
- |
29 |
- |
- |
Issue of share capital |
3,823 |
3,739 |
- |
- |
- |
- |
7,562 |
Share issue costs |
- |
(518) |
- |
- |
- |
- |
(518) |
Transactions with owners of the Company |
8,535 |
7,660 |
794 |
(156) |
(10,062) |
- |
6,771
|
Acquisition of subsidiary with non-controlling interest |
- |
- |
- |
- |
- |
1,032
|
1,032 |
At 31 December 2013 |
8,535 |
7,660 |
794 |
(156) |
(10,062) |
1,032 |
7,803 |
The following describes the nature and purpose of each reserve within owner's equity:
Reserve Description and purpose
Share capital amount subscribed for share capital at nominal value
Share premium amount subscribed for share capital in excess of nominal value, net of issue costs
Share options reserve reserve for share options granted but not exercised or lapsed
Foreign exchange reserve cumulative foreign exchange net gains and losses recognised on consolidation
Accumulated losses cumulative net gains and losses recognised in the statement of comprehensive income, excluding foreign exchange gains within other comprehensive income
Non-controlling interest (NCI) the portion of equity ownership in a subsidiary not attributable to the parent company
The following notes are an integral part of these consolidated financial statements.
Company statement of changes in equity
Year ended 31 December 2013
|
Share |
Share premium |
Share options reserve |
Accumulated losses |
Total |
|
|
|
|
|
|
At 1 January 2012 |
3,650 |
2,719 |
385 |
(6,142) |
612 |
Comprehensive loss for the year |
- |
- |
- |
(1,530) |
(1,530) |
Recognition of share based payments |
- |
- |
265 |
- |
265 |
Exercise of options |
- |
- |
(35) |
35 |
- |
Forfeit of options |
- |
- |
(74) |
74 |
- |
Issue of share capital |
1,062 |
1,829 |
- |
- |
2,891 |
Share issue costs |
- |
(109) |
- |
- |
(109) |
At 31 December 2012 |
4,712 |
4,439 |
541 |
(7,563) |
2,129 |
Comprehensive loss for the year |
|
- |
- |
(2,476) |
(2,476) |
Recognition of share based payments |
- |
- |
286 |
- |
286 |
Exercise of options |
- |
- |
(4) |
4 |
- |
Forfeit of options |
- |
- |
(29) |
29 |
- |
Issue of share capital |
3,823 |
3,739 |
- |
- |
7,562 |
Share issue costs |
- |
(518) |
- |
- |
(518) |
At 31 December 2013 |
8,535 |
7,660 |
794 |
(10,006) |
6,983 |
The following describes the nature and purpose of each reserve within owner's equity:
Reserve Description and purpose
Share capital amount subscribed for share capital at nominal value
Share premium amount subscribed for share capital in excess of nominal value, net of issue costs
Share options reserve reserve for share options granted but not exercised or lapsed
Accumulated losses cumulative net gains and losses recognised in the statement of comprehensive income
The following notes are an integral part of these consolidated financial statements.
Consolidated statement of cash flows
Year ended 31 December 2013
|
Notes |
2013 |
|
2012 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
Loss before tax |
|
(2,593) |
|
(1,728) |
Adjustments for: |
|
|
|
|
Depreciation of property, plant and equipment |
9 |
- |
|
1 |
Net (gain)/ loss on financial assets at fair value through profit or loss |
12 |
(2) |
|
33 |
Share based payments |
16 |
195 |
|
199 |
Issue of warrants |
15 |
91 |
|
66 |
Share of loss from jointly controlled entity |
17 |
1,228 |
|
612 |
Exchange differences on borrowings |
|
18 |
|
(15) |
Exchange difference |
|
158 |
|
9 |
|
|
(905) |
|
(823) |
Changes in working capital: |
|
|
|
|
Trade and other receivables |
|
(352) |
|
(216) |
Trade and other payables |
|
(163) |
|
12 |
Net cash used in operating activities |
|
(1,420) |
|
(1,027) |
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
Acquisition of subsidiary, net of cash acquired. |
11.1 |
(1,083) |
|
- |
Repayments from joint venture |
|
176 |
|
- |
Advances to joint venture |
|
(1,053) |
|
(471) |
Net cash used in investing activities |
|
(1,960) |
|
(471) |
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
Proceeds from issue of share capital |
15 |
5,253 |
|
2,891 |
Issue costs |
15 |
(518) |
|
(109) |
Net cash from financing activities |
|
4,735 |
|
2,782 |
|
|
|
|
|
Net increase in cash and cash equivalents |
|
1,355 |
|
1,284 |
|
|
|
|
|
Cash and cash equivalents: |
|
|
|
|
At beginning of the year |
14 |
1,924 |
|
640 |
At end of the year |
14 |
3,279 |
|
1,924 |
The following notes are an integral part of these consolidated financial statements.
Non-cash transactions
On 30 December 2013, the company issued 107,081,158 shares of GBP0.01 at a price of GBP0.0185 per share as part of the consideration to acquire 75% of the share capital of Nyota Minerals (Ethiopia) Limited (note 11.1).
Company statement of cash flows
Year ended 31 December 2013
|
Notes |
2013 |
|
2012 |
|
|||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|||||
Loss before tax |
|
(2,476) |
|
(1,530) |
|
|||||
Adjustments for: |
|
|
|
|
|
|||||
Impairment of intercompany balances |
|
- |
|
78 |
|
|||||
Net (gain)/loss on financial assets at fair value through profit or loss |
12 |
(2) |
|
33 |
|
|||||
Share based payments |
16 |
195 |
|
199 |
|
|||||
Issue of warrants |
15 |
91 |
|
66 |
|
|||||
Impairment of loan to subsidiary |
|
70 |
|
- |
|
|||||
Impairment of amount receivable from Saudi Arabia joint venture |
|
927 |
|
461 |
|
|||||
Exchange differences on borrowings |
|
43 |
|
37 |
|
|||||
Exchange difference |
|
- |
|
(13) |
|
|||||
|
|
(1,152) |
|
(669) |
|
|||||
Changes in working capital: |
|
|
|
|
|
|||||
Trade and other receivables |
|
(142) |
|
(246) |
|
|||||
Trade and other payables |
|
(90) |
|
(5) |
|
|||||
Net cash used in operating activities |
|
(1,384) |
|
(920) |
|
|||||
|
|
|
|
|
|
|||||
CASH FLOW FROM INVESTING ACTIVITIES |
|
|
|
|
|
|||||
Repayment from joint venture |
|
176 |
|
|
|
|||||
Advances to joint venture |
|
(1,053) |
|
(461) |
|
|||||
Acquisition of subsidiary, net of cash acquired |
|
(1,083) |
|
- |
|
|||||
Loan to subsidiary |
|
(70) |
|
(78) |
|
|||||
Net cash used in investing activities |
|
(2,030) |
|
(539) |
||||||
|
|
|
|
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|||||
Proceeds from issue of share capital |
15 |
5,253 |
|
2,891 |
|
|||||
Issue costs |
15 |
(518) |
|
(109) |
|
|||||
Repayment of loan from related party |
|
- |
|
(24) |
|
|||||
Net cash from financing activities |
|
4,735 |
|
2,758 |
|
|||||
|
|
|
|
|
|
|||||
Net increase in cash and cash equivalents |
|
1,321 |
|
1,299 |
|
|||||
|
|
|
|
|
|
|||||
Cash and cash equivalents: |
|
|
|
|
|
|||||
At beginning of the year |
14 |
1,910 |
|
611 |
|
|||||
At end of the year |
14 |
3,231 |
|
1,910 |
|
|||||
The following notes are an integral part of these consolidated financial statements.
Non-cash transactions
See Consolidated Cash Flow Statement
Notes to the consolidated financial statements
Year ended 31 December 2013
1. Incorporation and principal activities
Country of incorporation
KEFI Minerals Plc (the "Company") was incorporated in United Kingdom as a public limited company on 24 October 2006. Its registered office is at 27/28, Eastcastle Street, London W1W 8DH.
Principal activities
The principal activities of the Group for the year were:
· To explore for mineral deposits of precious and base metals and other minerals that appear capable of commercial exploitation, including topographical, geological, geochemical and geophysical studies and exploratory drilling.
· To evaluate mineral deposits determining the technical feasibility and commercial viability of development, including the determination of the volume and grade of the deposit, examination of extraction methods, infrastructure requirements and market and finance studies.
· To develop mineral deposits and market the metals produced.
2. Accounting policies
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied throughout the period presented in these financial statements unless otherwise stated.
Basis of preparation and consolidation
The Company and the consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. They comprise the accounts of KEFI Minerals Plc and all its subsidiaries made up to 31 December 2013. The Company and the consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial instruments.
The Company's subsidiary KEFI Minerals (Ethiopia) Limited has a statutory reporting period ending on 30 June. Financial information has been included in these consolidated financial statements from the date of acquisition 31 December 2013.
Going concern
The Directors have formed a judgment at the time of approving the financial statements that there is a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future.
The financial information has been prepared on the going concern basis, the validity of which depends principally on the discovery of economically viable mineral deposits and the availability of subsequent funding to extract the resource or alternatively the availability of funding to extend the Company's and Group's exploration activities. The financial information does not include any adjustments that would arise from a failure to complete either option.
Functional and presentational currency
Items included in the Group's financial statements are measured using the currency of the primary economic environment in which the entity operates ("the functional currency") which for the Company is British Pounds (GBP). The financial statements are presented in British Pounds (GBP).
Foreign currency translation
(1) Foreign currency translation
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss in the statement of comprehensive income.
(2) Foreign operations
On consolidation, the assets and liabilities of the consolidated entity's foreign operations are translated at exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period unless exchange rates fluctuate significantly in which case they are recorded at the actual rate. Exchange differences arising, if any, are recognised in the foreign currency translation reserve and as a component of other comprehensive income, and recognised in profit or loss on disposal of the foreign operation.
Revenue recognition
The Group had no sales/revenue during the period under review.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
2. Accounting policies (continued)
Property plant and equipment
Property plant and equipment are stated at their cost of acquisition at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition less depreciation.
Depreciation is calculated using the straight-line method to write off the cost of each asset to their residual values over their estimated useful life. The annual depreciation rates used are as follows:
Furniture, fixtures and office equipment |
10% |
Motor Vehicles |
20% |
Acquisitions and goodwill
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 date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Any costs directly attributable to the business combination are written off to the statement of comprehensive income. The acquirees identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognized at their fair values at the acquisition date. Where the Group acquires a subsidiary for less than the fair value of its assets and liabilities, this results in negative goodwill which is recognized in profit and loss.
Purchased goodwill is capitalized and classified as an asset on the statement of financial position. Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized.
Goodwill is reviewed for impairment on an annual basis. When the directors consider the initial value of the acquisition to be negligible, the goodwill is written off to the statement of comprehensive income immediately. Trading results of acquired subsidiary undertakings are included from the date of acquisition.
Goodwill is deemed to be impaired when the present value of the future cash flows expected to be derived is lower than the carrying value. Any impairment is charged to the statement of comprehensive income immediately.
Interest in joint ventures
Joint venture arrangements that involve the establishment of a separate entity in which each venturer has joint control are referred to as jointly controlled entities. The results and assets and liabilities of joint ventures are included in these financial statements for the period using the equity method of accounting.
Finance costs
Interest expense and other borrowing costs are charged to the statement of comprehensive income as incurred.
Tax
The tax payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.
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 statement of financial position liability method. Deferred tax liabilities are generally recognized for all taxable differences and deferred tax assets are recognized to the extent that taxable profits will be available against which deductible temporary differences can be utilized.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same fiscal authority.
Investments
Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognized as an expense in the period in which the impairment is identified, in the Company accounts. These investments are consolidated in the Group accounts.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
2. Accounting policies (continued)
Exploration costs
The Group has adopted the provisions of IFRS 6 "Exploration for and Evaluation of Mineral Resources".
Exploration, evaluation and development expenditure, including acquisition costs of licences, in respect of each identifiable area of interest is expensed to the statement of comprehensive income as incurred, until the point at which development of a mineral deposit is considered economically viable.
Once the Board decides on the development of a project, development expenditure will be capitalized as incurred and amortized over the estimated useful life of the area according to the rate of depletion of the economically recoverable reserves or over the estimated useful life of the mine, if shorter.
The directors consider that the stage of development of its license areas in Saudi Arabia has not yet met its criteria for capitalization. Capitalized development costs for the Group's project in Ethiopia have been recognized on acquisition, and will continue to be capitalised since this date, in accordance with IFRS 6.
A regular review will be undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Accumulated capitalized costs in relation to an abandoned area of interest will be written off in full against profit in the year in which the decision to abandon the area is made. Capitalized development expenditure will be amortized from the date at which production commences on a unit of production basis over the lifetime of the ore reserves for the area to which the costs relate.
Share‑based compensation benefits
IFRS 2 "Share‑based Payment" requires the recognition of equity‑settled share‑based payments at fair value at the date of grant and the recognition of liabilities for cash‑settled share‑based payments at the current fair value at each statement of financial position date. The total amount expensed is recognized over the vesting period, which is the period over which performance conditions are to be satisfied.
The fair value is measured using the Black Scholes pricing model. The inputs used in the model are based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Financial instruments
Financial assets at amortized cost
Loans and receivables are recognized when the Group becomes party to the contractual provisions of the financial instrument. Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortized cost using the effective interest method, less any impairment. Interest income is recognized by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are initially measured at fair value, which generally equates to acquisition cost. Subsequent to initial recognition, when a financial asset is designated as such on initial recognition, it is classified as held at fair value through profit or loss. Assets other than held for trading are designated at fair value through profit and loss when the Group manages the holdings and makes purchase and sale decisions based on fair value assessments and documented risk management and investment strategies. Attributable transaction costs and changes in fair value are recognized in profit or loss.
Financial liabilities - equity
Financial liabilities are recognized when the Group becomes party to the loan. Financial liabilities represent trade payables and are initially measured at fair value and subsequently at amortized cost.
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.
Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents comprise cash at bank and in hand with an original maturity date of less than three months.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
3. Financial risk management
Financial risk factors
The Group is exposed to market risk (interest rate risk and currency risk), liquidity risk and capital risk management arising from the financial instruments it holds. The risk management policies employed by the Group to manage these risks are discussed below:
Market risk - Interest rate risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
At the reporting date the interest rate profile of interest-bearing financial instruments was:
|
2013 |
|
2012 |
Variable rate instruments |
|
|
|
Financial assets |
3,291 |
|
1,934 |
Sensitivity analysis
An increase of 100 basis points in interest rates at 31 December 2013 would have increased equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. For a decrease of 100 basis points there would be no impact on profit and other equity.
|
Equity |
Profit or Loss |
|
Equity |
Profit or Loss |
|
2013 |
2013 |
|
2012 |
2012 |
Variable rate instruments |
|
|
|
|
|
Financial assets |
35 |
35 |
|
19 |
19 |
Currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the functional currency of the entity.
The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Euro, Turkish Lira, US Dollar, Ethiopia ETB and Saudi Arabian Riyal. The Group's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:
|
Liabilities |
Assets |
|
Liabilities |
Assets |
|
2013 |
2013 |
|
2012 |
2012 |
|
|
|
|
|
|
Euro |
17 |
3 |
|
15 |
3 |
Turkish Lira |
2 |
59 |
|
1 |
65 |
US Dollar |
- |
75 |
|
- |
249 |
Saudi Arabian Riyal Ethiopia ETB |
58 3,212 |
- 190 |
|
25 - |
- - |
Sensitivity analysis
A 10% strengthening of the British Pound against the following currencies at 31 December 2013 would have increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. For a 10% weakening of the British Pound against the relevant currency, there would be an equal and opposite impact on the loss and equity.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
3. Financial risk management (continued)
|
Equity |
Profit or Loss |
|
Equity |
Profit or Loss |
|
|
|
2013 |
2013 |
|
2012 |
2012 |
|
|
|
|
|
|
|
|
||
Euro |
1 |
1 |
|
1 |
1 |
|
|
Turkish Lira |
(6) |
(6) |
|
(6) |
(6) |
|
|
US Dollar |
(8) |
(8) |
|
25 |
25 |
|
|
Saudi Arabian Riyal Ethiopia ETB |
6 302 |
6 302 |
|
(3) - |
(3) - |
|
|
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
The Group's contractual cash flows for its financial liabilities are all due within 3 months or less. In January 2014 and agreement was made with the tax authorities to pay the VAT over a period of three years (principal and interest). Refer to note 23.
Capital risk management
The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance. This is done through the close monitoring of cash flows.
The capital structure of the Group consists of cash and cash equivalents of GBP3,279,000 (2012: GBP1,924,000) and equity attributable to equity holders of the parent, comprising issued capital of GBP8,535,000 (2012: GBP4,712,000), reserves of GBP8,298,000, (2012: GBP4,831,000) and accumulated losses of GBP10,062,000 (2012: GBP7,502,000). The Group does not use derivative financial instruments and has no long term debt facilities.
Fair value estimation
The fair values of the Group's financial assets and liabilities approximate their carrying amounts at the reporting date.
|
Carrying Amounts |
|
Fair Values |
||||||
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
Financial assets |
|
|
|
|
|
|
|
||
Cash and cash equivalents (Note 14) |
3,279 |
|
1,924 |
|
3,279 |
|
1,924 |
||
Financial assets designated at fair value through profit and loss (Note 12) |
80 |
|
10 |
|
80 |
|
10 |
||
Trade and other receivables (Note 13) |
655 |
|
302 |
|
655 |
|
302 |
||
|
|
|
|
|
|
|
|
||
Financial liabilities |
|
|
|
|
|
|
|
||
Trade payables (Note 18) |
3,363 |
|
263 |
|
3,363 |
|
263 |
||
|
|
|
|
|
|
|
|
||
Financial assets designated at fair value through profit and loss are classified as Level 1 within the fair value hierarchy, based on
prices quoted (unadjusted) in active markets for identical assets or liabilities.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
3. Financial risk management (continued)
The Group used a variety of methods, such as estimated discounted cash flows, and makes assumptions that are based on market conditions existing at the statement of financial position date.
The nominal value less any estimated credit adjustments for financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate available to the Group for similar financial instruments.
Use and revision of accounting estimates and judgements
The preparation of the financial report requires the making of estimations and assumptions that affect the recognized amounts of assets, liabilities, revenues and expenses and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. There were no significant accounting estimates being made.
Significant judgements include:
Fair value of acquisitions
The 'acquisition method', which generally requires assets acquired and liabilities assumed to be measured at their fair values at the acquisition date. Fair value estimates are required. In calculating the fair value estimates of net identifiable net assets on acquisition significant judgements and estimates are required.
Going concern
The going concern presumption depends principally on the discovery of economically viable mineral deposits and the availability of subsequent funding to extract the resource or alternatively the availability of funding to extend the Company's and Group's exploration activities.
Share based payments
In calculating the fair value at the grant date, the Black Scholes model requires us to estimate the inputs to this model, in particular in respect of volatility. This assessment is based on historical share price movements assuming these will continue into the future.
Impairment review of asset carrying values
Events or changes in circumstances can give rise to significant impairment charges or reversals of impairment in a particular year. Where the recoverable amounts of Group cash generating units are assessed by analyses of discounted cash flows, the resulting valuations are particularly sensitive to changes in estimates of long term commodity prices, exchange rates, operating costs, the grouping of assets within cash-generating units and discount rates.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
4. Operating segments
The Group has only one distinct operating segment, being that of mineral exploration. The Group's exploration activities are located in the Kingdom of Saudi Arabia (through the jointly controlled entity), Ethiopia (75% acquisition of Kefi Minerals Ethiopia Limited) and its administration and management is based in Cyprus.
|
Cyprus |
Turkey |
Bulgaria |
Ethiopia |
|
Total |
2013 |
|
|
|
|
|
|
Operating loss |
(1,147) |
(60) |
(4) |
- |
|
(1,211) |
Foreign exchange profit/(loss) |
(171) |
10 |
3 |
- |
|
(158) |
Interest |
4 |
- |
- |
- |
|
4 |
|
(1,314) |
(50) |
(1) |
- |
|
(1,365) |
Share of loss from jointly controlled entity |
|
|
|
|
|
(1,228) |
Loss before tax |
|
|
|
|
|
(2,593)) |
Tax |
|
|
|
|
|
- - |
Loss for the year |
|
|
|
|
|
(2,593) |
Total assets |
3,761 |
61 |
4 |
7,340 |
|
11,166 |
Total liabilities |
132 |
4 |
15 |
3,212 |
|
3,363 |
Depreciation of property, plant and equipment |
- |
- |
- |
- |
|
-- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cyprus |
Turkey |
Bulgaria |
Ethiopia |
|
Total |
|
2012 |
|
|
|
|
|
|
|
Operating loss |
(1,013) |
(95) |
1 |
- |
|
(1,107) |
|
Foreign exchange profit/(loss) |
12 |
(18) |
(3) |
- |
|
(9) |
|
|
(1,001) |
(113) |
(2) |
- |
|
(1,116) |
|
Share of loss from jointly controlled entity |
|
|
|
|
|
(612) |
|
Loss before tax |
|
|
|
|
|
(1,728) |
|
Tax |
|
|
|
|
|
-- |
|
Loss for the year |
|
|
|
|
|
(1,728) |
|
|
|
|
|
|
|
|
|
Total assets |
2,235 |
66 |
3 |
- |
|
2,304 |
|
Total liabilities |
248 |
1 |
14 |
- |
|
263 |
|
Depreciation of property, plant and equipment |
- |
1 |
- |
- |
|
1 |
|
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
5. Expenses by nature
|
2013 |
|
2012 |
|
|
|
|
|
|
Acquisition costs |
260 |
|
- |
|
Exploration costs |
148 |
|
93 |
|
Staff costs (Note 6) |
24 |
|
59 |
|
Depreciation of property, plant and equipment (Note 9) |
- |
|
1 |
|
Warrants issue costs (Note 15) |
91 |
|
66 |
|
Share based benefits to employees (Note 16) |
72 |
|
67 |
|
Share of losses from jointly controlled entity (Note 4) |
1,228 |
|
612 |
|
Change in value of available-for-sale financial assets (Note 12) |
(2) |
|
33 |
|
Directors' fees and other benefits (Note 19.1) |
400 |
|
358 |
|
Consultants' costs |
36 |
|
192 |
|
Travelling expenses |
136 |
|
43 |
|
Auditors' remuneration - audit current year |
46 |
|
48 |
|
- audit previous year |
- |
|
15 |
|
- other |
- |
|
17 |
|
Other expenses |
- |
|
115 |
|
Operating loss |
2,439 |
|
1,719 |
The Group's stages of operations in Saudi Arabia as at the year-end and as at the date of approval of these financial statements have not yet met the criteria for capitalization of exploration costs. Costs have been capitalized for the operations in Ethiopia.
6. Staff costs |
2013 |
|
2012 |
||
|
|
|
|
||
Salaries |
21 |
|
53 |
||
Social insurance costs and other funds |
3 |
|
6 |
||
|
24 |
|
59 |
||
|
|
|
|
|
|
Average number of full time equivalent employees |
1 |
|
2 |
Following the acquisition of 75% of KEFI Minerals Ethiopia Limited on 30 December 2013, the Group now has 48 employees.
7. Tax |
2013 |
|
2012 |
|
|
|
|
Loss before tax |
(2,593) |
|
(1,728) |
|
|
|
|
Tax calculated at the applicable tax rates |
(387) |
|
(245) |
Tax effect of expenses not deductible for tax purposes |
446 |
|
208 |
Tax effect of tax loss for the year |
50 |
|
82 |
Tax effect of allowances and income not subject to tax |
(109) |
|
(45) |
Charge for the year |
- |
|
- |
The Company is resident in Cyprus for tax purposes.
A deferred tax asset of GBP730,709 (2012: GBP680,056) has not been accounted for due to the uncertainty against future recoverability.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
Cyprus
The corporation tax rate is 10%. Under certain conditions interest income may be subject to defence contribution at the rate of 15%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 20% for the tax years 2012 and 2013 and 17% for 2014 and thereafter. Due to tax losses sustained in the year, no tax liability arises on the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income of the five succeeding years. As at 31 December 2013, the balance of tax losses which is available for offset against future taxable profits amounts to GBP6,220,480 (2012: GBP3,135,571).
Bulgaria
Mediterranean Minerals (Bulgaria) EOOD, the 100% subsidiary of the Company, is resident in Bulgaria for tax purposes. The corporation tax rate is 10%. Due to tax losses sustained in the period, no tax liability arises on the Mediterranean Minerals (Bulgaria) EOOD. Under current legislation, tax losses may be carried forward and be set off against taxable income of the following five years. As at 31 December 2013, the balance of tax losses which is available for offset against future taxable profits amounts to GBP166,250 (2012: GBP189,250).
Turkey
Doğu Akdeniz Mineralleri Sanayi ve Ticaret Limited Şirket (Doğu Akdeniz Mineralleri), the 100% subsidiary of Mediterranean Minerals (Bulgaria) EOOD, and ultimately 100% subsidiary of the Company, is resident in Turkey for tax purposes. The corporation tax rate is 20%. Under local tax legislation, exploration costs are can only be set off against income from mining operations. Tax losses may be carried forward and be set off against taxable income of the five succeeding years As at 31 December 2013, the balance of exploration costs that is available for offset against future income from mining operations amount to GBP871,424 (2012: GBP1,939,824).
Ethiopia
KEFI Minerals Ethiopia Limited is subject to other direct and indirect taxes in Ethiopia through its foreign operations. The mining industry in Ethiopia is relatively undeveloped. As a result, tax regulations relating to mining enterprises are evolving. There are transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax provisions in the period in which such determination is made.
During the year, the House of People's Representatives passed an amendment to the Mining Income Tax Proclamation, subsequent to the end of the Financial Year, reducing income tax from 35% to 25% and had received an initial draft of proposed amendments to the Mining Proclamation, which includes a reduction in royalty on gold production from 8% to 7%.
8. Loss per share
The calculation of the basic and fully diluted loss per share attributable to the ordinary equity holders of the parent is based on the following data:
|
2013 |
|
2012 |
|
|
|
|
Net loss attributable to equity shareholders |
(2,593) |
|
(1,728) |
Average number of ordinary shares for the purposes of basic loss per share (000's) |
493,356 |
|
443,124 |
|
|
|
|
Loss per share: |
|
|
|
Basic and fully diluted loss per share (pence) |
(0.53) |
|
(0.39) |
The effect of share options and warrants on losses per share is anti-dilutive.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
9. Property, plant and equipment
|
Motor Vehicles |
|
Property |
|
Furniture, fixtures and office equipment |
|
Total |
|||||
The Group |
|
|
|
|
|
|
|
|||||
Cost |
|
|
|
|
|
|
|
|||||
At 1 January 2012 |
31 |
|
- |
|
13 |
|
44 |
|||||
Disposals |
- |
|
- |
|
(2) |
|
(2) |
|||||
At 31 December 2012 / 1 January 2013 |
31 |
|
- |
|
11 |
|
42 |
|||||
Additions |
|
|
|
|
|
|
|
|||||
Acquisitions (Note 11.1) |
29 |
|
180 |
|
42 |
|
251 |
|
||||
At 31 December 2013 |
60 |
|
180 |
|
53 |
|
293 |
|||||
|
|
|
|
|
|
|
|
|||||
Accumulated Depreciation |
|
|
|
|
|
|
|
|||||
At 1 January 2012 |
31 |
|
- |
|
11 |
|
42 |
|||||
Charge for the year |
- |
|
- |
|
1 |
|
1 |
|||||
Disposals |
- |
|
- |
|
(2) |
|
(2) |
|||||
At 31 December 2012 / 1 January 2013 |
31 |
|
- |
|
10 |
|
41 |
|||||
Charge for the year |
- |
|
- |
|
- |
|
- |
|||||
At 31 December 2013 |
31 |
|
- |
|
10 |
|
41 |
|||||
|
|
|
|
|
|
|
|
|||||
Net Book Value at 31 December 2013 |
29 |
|
180 |
|
43 |
|
252 |
|||||
Net Book Value at 31 December 2012 |
- |
|
- |
|
1 |
|
1 |
|||||
The above property, plant and equipment is located in Turkey and Ethiopia.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
10. Intangible assets
|
|
|
|
|
|
Goodwill |
|
Deferred exploration costs |
|
|
|||
|
The Group |
|
|
|
|
|
|
|
|
|
|||
|
Cost |
|
|
|
|
|
|
|
|
|
|||
|
At 1 January 2012 |
|
|
|
|
364 |
|
- |
|
|
|||
|
Additions on acquisition |
|
|
|
|
- |
|
- |
|
||||
|
At 31 December 2012 / 1 January 2013 |
|
|
|
|
364 |
|
- |
|
|
|||
|
Additions on acquisition |
|
|
|
|
- |
|
6,900 |
|
|
|||
|
At 31 December 2013 |
|
|
|
|
364 |
|
6,900 |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Accumulated Impairment |
|
|
|
|
|
|
|
|
|
|||
|
At 1 January 2012 |
|
|
|
|
364 |
|
- |
|
|
|||
|
Charge for the year |
|
|
|
|
- |
|
- |
|
|
|||
|
At 31 December 2012 / 1 January 2013 |
|
|
|
|
364 |
|
- |
|
|
|||
|
Impairment Charge for the year |
|
|
|
|
- |
|
- |
|
|
|||
|
At 31 December 2013 |
|
|
|
|
364 |
|
- |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Net Book Value at 31 December 2013 |
|
|
|
|
- |
|
6,900 |
|
|
|||
|
Net Book Value at 31 December 2012 |
|
|
|
|
- |
|
- |
|
|
|||
The goodwill arose on the acquisition of Mediterranean Minerals (Bulgaria) EOOD in 2006 and was impaired in the year of acquisition of the Company.
The purchase of 75% of the issued share capital by the Company in KEFI Minerals Ethiopia Limited on 30 December 2013 (see note 11.1) indicated a valuation of approximately GBP6,900,479 for the Tuli Kapi project. Management considers this to be the most useful in assessing the fair value less costs to dispose ("FVLCD") of Tulu Kapi. Cost to purchase is based on management's best estimates of future selling costs at the time of calculating FVLCD.
The impairment review compared the recoverable amount of assets to the carrying value. The recoverable amount of an asset is assessed by reference to the higher of value in use ("VIU"), being the net present value ("NPV") of future cash flows expected to be generated by the assets, and fair value less costs to dispose ("FVLCD"). The FVLCD is based on an estimate of the amount that the Company may obtain in a sale transaction on an arm's length basis. The Company is currently performing a valuation of the deferred exploration costs. At the date of acquisition, the project had already undergone significant technical evaluation and deferred exploration costs of GBP29,000,000 had been expended. The use of VIU for the company's assets was not considered appropriate given the uncertainty concerning permitting with respect to the Tulu Kapi asset.
Nyota Minerals Limited announced a maiden Ore Reserve in respect of Tulu Kapi as part of the Feasibility Study ("FS") in December 2012. The company has already upgraded the indicated resource by 65% to 1.86 million ounces and by 31 December 2014 aims to have a definitive feasibility study signed off and its mining licence application resubmitted.
KEFI Minerals Ethiopia also holds three other mining exploration licenses in Ethiopia. The three other licenses are Yubdo exploration license, the Billa Gulisso exploration license and the Ankore exploration license.
The Yubdo exploration license is subject to the 8th annual renewal process but requires approval from the Minister of Mines because of the final expiration in June 2013. The company has submitted a work program for the approval of the fourth renewal of the Billa Gulisso exploration license, however, we are still waiting for this renewal. There is no guarantee that these licences will be renewed, although a verbal confirmation has been obtained and there is no evidence to suggest the renewals will not be forthcoming.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
11. Investments
11.1 Fixed asset investments
The Company |
2013 |
|
2012 |
Cost |
|
|
|
At 1 January |
1 |
|
1 |
Acquisitions |
3,096 |
|
- |
At 31 December |
3,097 |
|
1 |
Provision for impairment |
|
|
|
At 1 January |
- |
|
- |
Reversal of impairment |
- |
|
- |
At 31 December |
- |
|
- |
Net Book Value |
3,097 |
|
1 |
Subsidiary companies |
Date of acquisition/ incorporation |
Country of incorporation |
Effective proportion of shares held |
|
|
|
|
Mediterranean Minerals (Bulgaria) EOOD |
08/11/2006 |
Bulgaria |
100%-Direct |
Doğu Akdeniz Mineralleri Sanayi ve Ticaret Limited Şirket |
08/11/2006 |
Turkey |
100%-Indirect |
KEFI Minerals Ethiopia Limited-30 June Statutory year End |
30/12/2013 |
United Kingdom |
75%-Direct |
On 8 November 2006, the Company entered into an agreement to acquire from EMED Mining Public Limited the whole of the issued share capital of Mediterranean Minerals (Bulgaria) EOOD, a company incorporated in Bulgaria, in consideration for the issue of 29,999,998 ordinary shares in the Company.
Mediterranean Minerals (Bulgaria) EOOD owns 100% of the share capital of Doğu Akdeniz Mineralleri ("Dogu"), a private limited liability company incorporated in Turkey, engaging in activities for exploration and developing of natural resources.
In July 2011, KEFI Minerals completed the sale of the Company's Artvin Project in North-Eastern Turkey to a Turkish mining company. The Artvin Project comprised 15 Exploration Licences (totalling 254km2) located in the Eastern Pontide Belt in north-eastern Turkey. Kackar Madencilik San. Tic. Ltd, KEFI Mineral's subsidiary holding these licences, was sold in return for a cash payment of US$100,000 (GBP61,957) and a 1% Net Smelter Royalty on all future mineral production from the Artvin licences.
Acquisition of 75% of KEFI Minerals Ethiopia Limited (KME) Previously known as Nyota Minerals Ethiopia Limited
On 30 December 2013, the Company obtained majority control of KEFI Minerals Ethiopia Limited (KME) acquiring 75% of KME share capital. The Company identified a gold opportunity in the Arabian-Nubian Shield ("ANS") of Western Ethiopia, the Tulu Kapi gold deposit, that was owned by Nyota Minerals Limited ("Nyota"). On 30 December 2013 the Company acquired 75% of the issued share capital of Nyota Minerals (Ethiopia) Limited, a wholly owned subsidiary of Nyota and the holder of the Tulu Kapi exploration licence and rounding ELs with Nyota retaining a participating 25% interest.
The Company has devised an alternative approach at Tulu Kapi, which it believes will reduce the anticipated capital and operating expenditure. Working in partnership with Nyota, KEFI Minerals already has a team on site focused initially on revising the mineral resources during Q1-2014. KEFI Minerals has also triggered refinement of the DFS (Definitive Feasibility Study) with a view to re-activating by the end of 2014 the suspended mining lease and appropriate development funding.
On 16 October 2013 Nyota Minerals (UK) Limited entered into a Loan Facility Agreement with KEFI. The facility was to be used for general working capital needs and costs related to the transaction and the maximum available facility was GBP360,000. At 31 December 2013 the total drawn-down facility of GBP285,000 was off-set against the share consideration component at an agreed price of GBP0.03 per share. As a result, the number of consideration shares received by Nyota was reduced by 9,585,509. The acquisition was initially due for settlement in cash of GBP1.3 million (circa $2.086 million) and by issuing 107,081,158 new Ordinary shares of the Company. The fair value of the equity shares issued was based on the market value of the Company's traded shares on the acquisition date.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
In terms of the sale agreement KEFI Minerals unconditionally and irrevocably undertook to pay a loan amount of GBP174,213 which was outstanding between KEFI Minerals Ethiopia Limited to Towchester Investment Company Limited ("Towchester"). Nyota Minerals Bermuda Limited agreed to a reduction in the Consideration Payment of GBP174,213. Nyota Minerals Bermuda Limited confirmed that the payment of the GBP174,213 was in full and final settlement of all outstanding indebtedness owed by KEFI Minerals Ethiopian Limited to Towchester.
Recognized amounts of identifiable net assets: |
|
Property plant and equipment |
251 |
Intangible assets (provisional amounts) * |
6,900 |
Financial asset |
68 |
Trade and other receivables |
88 |
Cash and cash equivalents |
32 |
VAT reverse tax liability |
(3,027) |
Trade and other payables |
(184) |
Total identifiable assets and liabilities |
4,128 |
Non-Controlling Interest |
(1,032) |
|
3,096 |
Consideration |
|
Cash |
1,289 |
Fair Value of 107,081,158 shares (note 15) |
1,981 |
Less Towchester Loan |
(174) |
Total consideration transferred |
3,096 |
Acquisition costs of GBP260,095 were incurred and are included in the administrative expenses in the statement of comprehensive income.
The purchase price of GBP4.5 million to acquire 75% of the issued share capital of Nyota Minerals (Ethiopia) Limited was made up of a cash component of GBP1.3 million and of 107,081,158 new Ordinary shares at 3p per share that had a market value of GBP 2 million. In addition, the Towchester loan amount was deducted from the cash contribution.
*Intangible assets (provisional amounts). The current figure of GBP6,900,000 is based on information provided at the acquisition date that has been processed to date. The Company is gathering all the necessary information to determine the fair value of the Deferred Exploration Costs as at the 31 December 2013.
11.2 Investment in joint ventures
|
2013 |
|
2012 |
The Group |
|
|
|
At 1 January |
67 |
|
181 |
Retranslation of investment |
- |
|
(16) |
|
67 |
|
165 |
Less share of loss of joint venture |
(67) |
|
(98) |
At 31 December |
- |
|
67 |
|
|
|
|
The Company |
|
|
|
At 1 January/31 December |
181 |
|
181 |
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
11.2 Investment in joint ventures (continued)
Joint venture |
Date of acquisition/ incorporation |
Country of incorporation |
Effective proportion of shares held |
|
|
|
|
Gold and Minerals Co. Limited (G&M) |
04/08/2010 |
Saudi Arabia |
40%-Direct |
|
|
|
|
12. Financial assets at fair value through profit or loss
|
2013 |
|
2012 |
The Group |
|
|
|
On 1 January |
10 |
|
43 |
Acquisition of subsidiary |
68 |
|
- |
Change in value of available-for-sale financial assets |
2 |
|
(33) |
On 31 December |
80 |
|
10 |
The acquisition relates to five-year Ethiopian government bonds with a fixed interest rate of 6% per annum.
|
2013 |
|
2012 |
The Company |
|
|
|
On 1 January |
10 |
|
43 |
Change in value of available-for-sale financial assets |
2 |
|
(33) |
On 31 December |
12 |
|
10 |
The Company successfully divested four Licences in July 2011 to AIM listed Ariana Resources (AIM:AAU) for a nominal cash payment of 10,000 Turkish Lira, 910,747 new ordinary shares in Ariana as consideration for the acquisition of relevant mineral exploration data and drill core samples and a Net Smelter Royalty ("NSR") of 2%. The NSR is payable by Ariana's wholly owned Turkish subsidiary Galata Madencilik San. ve Tic. Ltd. ("Galata") to KEFI Mineral's Turkish Subsidiary, Dogu, on commercial production of any mineral from the licences. No value has been attributed in these financial statements for the NSRs.
13. Trade and other receivables
|
2013 |
|
2012 |
The Group |
|
|
|
Trade receivables |
6 |
|
1 |
Placing Funds |
328 |
|
- |
Loan Facility Nyota Minerals Limited (Note 11.1 and Note 19.3) |
174 |
|
- |
Amount receivable from Saudi Arabia Joint Venture (Note 19.3) |
73 |
|
249 |
VAT |
41 |
|
46 |
Deposits and prepayments |
33 |
|
6 |
|
655 |
|
302 |
The Company raised GBP 4.5 million on 30 December 2013 but an amount of GBP328,000 was not received as at 31 December 2013.
|
2013 |
|
2012 |
The Company |
|
|
|
Deposits |
19 |
|
- |
Placing Funds |
328 |
|
- |
Loan Facility Nyota Minerals Limited (Note 11.1 and Note 19.3) |
174 |
|
- |
Amount receivable from Saudi Arabia Joint Venture (Note 19.3) |
73 |
|
249 |
|
594 |
|
249 |
Amounts owed by group companies total GBP Nil (2012: GBP78,000). Balances have been fully provided for due to the uncertainty over the timing of future recoverability.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
14. Cash and cash equivalents |
|
|
|
|
|
2013 |
|
2012 |
|
The Group |
|
|
|
|
Cash at bank and in hand |
3,279 |
|
1,924 |
|
|
|
|
|
|
The Company |
|
|
|
|
Cash at bank and in hand |
3,231 |
|
1,910 |
|
15. Share capital |
Number of shares '000 |
|
Share Capital |
|
Share premium |
|
Total |
|
|
|
|
|
|
|
|
|
|
Issued and fully paid |
|
|
|
|
|
|
|
|
At 1 January 2012 |
365,180 |
|
3,650 |
|
2,719 |
|
6,369 |
|
Issued 17 February 2012 at GBP 0.03 |
61,666 |
|
617 |
|
1,233 |
|
1,850 |
|
Issued 10 July 2012 at GBP 0.023 |
42,000 |
|
420 |
|
546 |
|
966 |
|
Issued 1 November 2012 at GBP 0.03 |
2,500 |
|
25 |
|
50 |
|
75 |
|
Share issue costs |
- |
|
- |
|
(109) |
|
(109) |
|
At 31 December 2012 |
471,346 |
|
4,712 |
|
4,439 |
|
9,151 |
|
Issued 10 July 2013 at GBP 0.021 |
27,191 |
|
272 |
|
299 |
|
571 |
|
Issued 6 August 2013 at GBP 0.0125 |
830 |
|
8 |
|
2 |
|
10 |
|
Issued 16 October 2013 at GBP 0.0225 |
22,222 |
|
222 |
|
278 |
|
500 |
|
Issued 30 December 2013 at GBP 0.0185 |
107,081 |
|
1,071 |
|
910 |
|
1,981 |
|
Issued 30 December 2013 at GBP 0.02 |
225,000 |
|
2,250 |
|
2,250 |
|
4,500 |
|
Share issue costs |
- |
|
- |
|
(518) |
|
(518) |
|
At 31 December 2013 |
853,670 |
|
8,535 |
|
7,660 |
|
16,195 |
Issued capital
2013
On 10 July 2013, 27,190,476 shares of GBP 0.01 were issued at a price of GBP 0.021 per share. Upon the issue, an amount of GBP299,095 was credited to the Company's share premium reserve.
On 6 August 2013, 830,000 shares of GBP 0.01 were issued at a price of GBP 0.0125 per share. Upon the issue, an amount of GBP2,075 was credited to the Company's share premium reserve.
On 16 October 2013, 22,222,222 shares of GBP 0.01 were issued at a price of GBP 0.0225 per share. Upon the issue, an amount of GBP277,778 was credited to the Company's share premium reserve.
On 30 December 2013, 107,081,158 shares of GBP 0.01 were issued at a price of GBP 0.0185 per share. Upon the issue, an amount of GBP910,190 was credited to the Company's share premium reserve.
On 30 December 2013, 225,000,000 shares of GBP 0.01 were issued at a price of GBP 0.02 per share. Upon the issue, an amount of GBP2,250,000 was credited to the Company's share premium reserve.
2012
On 17 February 2012, 61,666,667 shares of GBP 0.01 were issued at a price of GBP 0.03 per share. Upon the issue, an amount of GBP1,233,333 was credited to the Company's share premium reserve.
On 6 July 2012, 42,000,000 shares of GBP 0.01 were issued at a price of GBP 0.023 per share. Upon the issue, an amount of GBP546,000 was credited to the Company's share premium reserve.
On 1 November 2012, 2,500,000 shares of GBP 0.01 were issued at a price of GBP 0.03 per share. Upon the issue, an amount of GBP50,000 was credited to the Company's share premium reserve.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
15. Share capital (continued)
Warrants
2013
On 4 July 2013, the Company issued 1,309,523 warrants to subscribe for new ordinary shares of GBP 0.01 each at GBP 0.021 per share.
On 16 October 2013, the Company issued 1,111,111 warrants to subscribe for new ordinary shares of GBP 0.01 each at GBP 0.0225 per share.
On 27 December 2013, the Company issued 13,500,000 warrants to subscribe for new ordinary shares of GBP 0.01 each at GBP 0.02 per share.
2012
On 20 February 2012, the Company issued 2,916,667 warrants to subscribe for new ordinary shares of GBP 0.01 each at GBP 0.03 per share.
Details of warrants outstanding as at 31 December 2013:
Grant date |
Expiry date |
Exercise price |
|
Number of warrants 000's |
22 February 2011 |
21 February 2016 |
5p |
|
780 |
20 February 2012 |
19 February 2017 |
3p |
|
2,917 |
4 July 2013 |
3 July 2018 |
2.1p |
|
1,310 |
16 October 2013 |
15 October 2018 |
2.25p |
|
1,111 |
27 December 2013 |
26 December 2016 |
2p |
|
13,500 |
|
|
|
19,618 |
The Company has issued warrants to advisers to the Group. All warrants, except those noted below expire five years after grant date and are exercisable at the exercise price.
|
|
Number of warrants 000's |
Outstanding warrants at 1 January 2013 |
|
4,527 |
- granted |
|
15,921 |
- exercised |
|
(830) |
Outstanding warrants at 31 December 2013 |
|
19,618 |
The estimated fair values of the warrants were calculated using the Black Scholes option pricing model.
The inputs into the model and the results are as follows:
|
27 Dec 13 |
16 Oct 13 |
10 July 2013 |
20 Feb 12 |
22-Feb-11 |
|
|
|
|
|
|
Closing share price at issue date |
1.89p |
2.44p |
2.63p |
3.19p |
7.5p |
Exercise price |
2p |
2.25p |
2.10p |
3p |
5p |
Expected volatility |
62.32% |
65% |
62.6% |
84.6% |
162% |
Expected life |
3yrs |
5yrs |
5yrs |
5yrs |
5yrs |
Risk free rate |
0.87% |
5% |
5% |
5% |
4.75% |
Expected dividend yield |
Nil |
Nil |
Nil |
Nil |
Nil |
Discount factor |
50% |
0% |
0% |
0% |
0% |
Estimated fair value |
0.4p |
1.48p |
1.60p |
2.26p |
7.12p |
Expected volatility was estimated based on the likely range of volatility of the share price.
For 2013, the impact of issuing warrants is a net charge to income of GBP91,000 (2012: GBP66,000). At 31 December 2013, the equity reserve recognized for share based payments, including warrants, amounted to GBP794,000 (2012: GBP541,000).
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
16. Share options reserve
|
2013 |
|
2012 |
|
|
|
|
Opening amount |
541 |
|
385 |
Warrants issued costs (Note 5) |
91 |
|
66 |
Share options issued to employees (Note 5) |
72 |
|
67 |
Share options issued to directors (Note 5) |
123 |
|
132 |
Exercise of options |
(4) |
|
(35) |
Forfeit of options |
(29) |
|
(74) |
Closing amount |
794 |
|
541 |
Details of share options outstanding as at 31 December 2013:
Grant date |
Expiry date |
Exercise price |
|
Number of shares 000's |
18-Dec-06 |
18-Dec-14 |
4p |
|
14,000 |
24-Jun-08 |
23-Jun-14 |
3.25p |
|
50 |
12-Jun-09 |
11-Jun-14 |
2.4p |
|
8,285 |
28-Feb-11 |
27-Feb-16 |
7.1p |
|
200 |
29-Sep-11 |
28-Sep-16 |
3.78p |
|
1,000 |
13-Sep-12 |
12-Sep-18 |
4p |
|
14,350 |
18-Feb-13 |
17-Feb-19 |
3.6p |
|
250 |
27-Mar-13 |
26-Mar-19 |
3.43p |
|
100 |
09-Apr-13 |
08-Apr-19 |
3.1p |
|
100 |
24-May-13 |
23-May-19 |
2.915p |
|
1,000 |
03-Sep-13 |
02-Sep-18 |
2.94p |
|
1,000 |
08-Oct-13 |
07-Oct-18 |
2.27p |
|
350 |
|
|
|
|
|
|
|
|
|
40,685 |
|
|
|
|
|
|
Weighted average ex. price |
Number of shares 000's |
Outstanding options at 31 December 2012 |
|
38,935 |
- granted |
2.98p |
2,800 |
- exercised |
- |
- |
- cancelled/forfeited |
4.50p |
(1,050) |
Outstanding options at 31 December 2013 |
|
40,685 |
The Company has issued share options to directors, employees and advisers to the Group. All options, except those noted below, expire six years after grant date and are exercisable at the exercise price in whole or in part no more than one third from the grant date, two thirds after two years from the grant date and the balance after three years from the grant date.
On 18 December 2006, 12,000,000 options were issued which expired six years after the grant date, and were exercisable at any time within that period. On 18 December 2012, the expiry date of these options was extended to 18 December 2014, with the exercise price increased from 3p per Ordinary Share to 4p per Ordinary Share and at the same time and extra 2,000,000 options were issued at 4p per Ordinary Share, expiring on 18 December 2014.
On 12 June 2009, 9,000,000 options were issued which expire five years after the grant date, and are exercisable at any time within that period. On 28 February 2011, 550,000 options were issued which expire five years after the grant date, and are
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
16. Share options reserve (continued)
exercisable at any time within that period. On 29 September 2011, 2,000,000 options were issued which expire five years after the grant date, and are exercisable at the exercise price in whole or in part no more than one half after one year from the grant date and one half two years from the grant date.
On 13 September 2012, 15,500,000 options were issued which expire six years after the grant date, and are exercisable at the exercise price in whole or in part no more than one half after one year from the grant date and one half two years from the grant date.
On 18 February 2013, 250,000 options were issued which expire six years after the grant date, and are exercisable at any time within that period. On 27 March 2013, 100,000 options were issued which expire six years after the grant date, and are exercisable at any time within that period. On 9 April 2013, 100,000 options were issued which expire six years after the grant date, and are exercisable at any time. On 24 May 2013 1,000,000 options were issued which expire six years after the grant date and are exercisable in part no more than one half after one year from the grant date and one half two years from the grant date. On 3 September 2013 1,000,000 options were issued and on 8 October 2013, 350,000 options were issued both which expire five after the grant date and are exercisable in part no more than one half after one year from the grant date and one half two years from the grant date
The option agreements contain provisions adjusting the exercise price in certain circumstances including the allotment of fully paid Ordinary shares by way of a capitalisation of the Company's reserves, a sub division or consolidation of the Ordinary shares, a reduction of share capital and offers or invitations (whether by way of rights issue or otherwise) to the holders of Ordinary shares. The estimated fair values of the options were calculated using the Black Scholes option pricing model. The inputs into the model and the results are as follows:
|
Closing share price at issue date |
Exercise price |
Expected volatility |
Expected life |
Risk free rate |
Expected dividend yield |
Discount factor |
Estimated fair value |
08-Oct-13 |
2.69p |
2.27p |
63.83% |
5yrs |
1.70% |
Nil |
50% |
0.80p |
03-Sep-13 |
2.76p |
2.94p |
63.63% |
5yrs |
1.70% |
Nil |
50% |
0.75p |
24-May-13 |
2.19p |
2.92p |
59.80% |
6yrs |
5.00% |
Nil |
0% |
1.18p |
09-Apr-13 |
3.10p |
3.10p |
52.36% |
6yrs |
5.00% |
Nil |
0% |
1.17p |
27-Mar-13 |
3.43p |
3.43p |
52.36% |
6yrs |
5.00% |
Nil |
0% |
1.90p |
18-Feb-13 |
3.60p |
3.60p |
52.36% |
6yrs |
5.00% |
Nil |
0% |
2.00p |
18 Dec. 2012 |
3.17p |
4.00p |
53.80% |
2 yrs |
5.00% |
Nil |
0% |
0.08p |
13 Sep. 2012 |
3.63p |
4.00p |
56.90% |
6 yrs |
5.00% |
Nil |
0% |
2.05p |
29 Sep. 2011 |
3.78p |
3.78p |
105.51% |
5 yrs |
5.00% |
Nil |
0% |
2.99p |
28 Feb. 2011 |
6.4p |
6.4p |
162.00% |
5 yrs |
5.00% |
Nil |
0% |
5.98p |
12 Jun. 2009 |
2.00p |
2.40p |
238.50% |
5 yrs |
5.00% |
Nil |
55% |
0.89p |
24 Jun. 2008 |
3.25p |
3.25p |
147.60% |
6 yrs |
5.00% |
Nil |
30% |
2.13p |
Expected volatility was estimated based on the likely range of volatility of the share price.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
16. Share options reserve (continued)
For 2013, the impact of share option-based payments is a net charge to income of GBP286,000 (2012: GBP265,000). At 31 December 2013, the equity reserve recognized for share option-based payments, including warrants, amounted to GBP794,000 (2012: GBP541,000).
17. Joint ventures
17.1 Joint Venture with Centerra Gold (KB) Inc.
On 22 October 2008, the Company entered into a Joint Venture Agreement ("Joint Venture Agreement") in respect of its 100%-owned Artvin Project with Centerra Gold (KB) Inc ("Centerra KB"), a wholly-owned subsidiary of Centerra Gold Inc. In August 2011, KEFI Mineral's subsidiary holding these licences, was sold in return for a cash payment of US$100,000 and a 1% Net Smelter Royalty on all future mineral production from the Artvin licences.
17.2 Joint Venture with Gold and Minerals
Company name |
Date of incorporation |
Country of incorporation |
Effective proportion of shares held at 31 December |
Gold & Minerals Co. Limited |
3 August 2010 |
Saudi Arabia |
40% |
|
SAR'000 |
|
GBP'000 |
||||
Amounts relating to the Joint Venture |
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
|
|
|
|
|
Non-current assets |
1,011 |
|
949 |
|
63 |
|
63 |
Current assets |
1,473 |
|
4,043 |
|
95 |
|
266 |
|
2,484 |
|
4,992 |
|
158 |
|
329 |
|
|
|
|
|
|
|
|
Non-current liabilities |
32,021 |
|
19,146 |
|
2,079 |
|
1,261 |
Current liabilities |
1,218 |
|
832 |
|
71 |
|
55 |
|
33,239 |
|
19,978 |
|
2,150 |
|
1,316 |
Net (liabilities)/assets |
(30,755) |
|
(14,986) |
|
(1,992) |
|
(987) |
|
|
|
|
|
|
|
|
Share capital |
2,500 |
|
2,500 |
|
165 |
|
165 |
Accumulated losses |
(33,275) |
|
(17,486) |
|
(2,157) |
|
(1,152) |
|
(30,755) |
|
(14,986) |
|
(1,992) |
|
(987) |
Exchange rates SAR to GBP |
|
|
|
|
|
|
|
Closing rate |
|
|
|
|
0.1617 |
|
0.1647 |
In May 2009, KEFI Minerals announced the formation of a new minerals exploration joint venture, Gold & Minerals Co. Limited ("G&M"), a limited liability company in Saudi Arabia, with leading Saudi construction and investment group Abdul Rahman Saad Al-Rashid & Sons Company Limited ("ARTAR"). KEFI Minerals is the operating partner with a 40% shareholding in G&M with ARTAR holding the other 60%. KEFI Minerals provides G&M with technical advice and assistance, including personnel to manage and supervise all exploration and technical studies. ARTAR provides administrative advice and assistance to ensure that G&M remains in compliance with all governmental and other procedures. G&M is treated as a joint venture and has been equity accounted and has reconciled its share in G&M's losses.
The above figures reported in 2013 and 2012 represent cumulative exploration activity incurred by G&M since its incorporation in 2009. The accounting policy for exploration costs recorded in the G&M audited financial statements is to capitalise qualifying expenditure and review for impairment, if applicable. This is in contrast to the Group's accounting policy relating to exploration costs which is to expense costs through profit and loss until the Board decides on the development of a project (Note 2). Consequently, exploration costs of G&M at 31 December 2013 amounting to SAR33.2 million (2012: SAR17.4 million) have been adjusted to bring the figures in line with the Group's accounting policies.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
17. Joint ventures (continued)
17.2 Joint Venture with Gold and Minerals (continued)
A loss of GBP1,228,000 was recognized by the Group for the year ended 31 December 2013 (2012: GBP612,000) representing the Group's share of losses in the year.
As at 31 December 2013 KEFI Minerals owed ARTAR an amount of GBPNil (2012: receivable GBP25,000) - Note 19.4.
As at 31 December 2013, G&M owed KEFI Minerals an amount of GBP73,000 (2012: GBP249,000) - Note 19.3.
18. Trade and other payables
The Group |
2013 |
|
2012 |
|
|
|
|
Accruals and other payables |
165 |
|
141 |
Payable to shareholders (Note 19.2) |
- |
|
97 |
Payable to joint venture partner (Note 19.4) |
- |
|
25 |
VAT Liability (a) |
3,027 |
|
- |
Towchester |
171 |
|
- |
|
3,363 |
|
263 |
(a) On 28 October 2013, the Ethiopian Revenue and Customs Authority ("ERCA") issued an assessment notice against KEFI Minerals (Ethiopia) Ltd in respect of unpaid VAT totalling GBP 3 million (ETB96,713,122 (comprising principal of ETB73,497,020 and interest of ETB23,216,102)). The balance requested reflects Reverse VAT charged on foreign services into Ethiopia; primarily in relation to the drilling contract entered into initially in 2010 in respect of the work to be undertaken at Tulu Kapi. Refer to note 23 for further details about the payment agreement that was reached with ERCA at the end of January 2014.
The Company |
2013 |
|
2012 |
|
|
|
|
Accruals and other payables |
132 |
|
125 |
Payable to shareholders (Note 19.2) |
- |
|
97 |
|
132 |
|
222 |
The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.
19. Related party transactions
The following transactions were carried out with related parties:
19.1 Compensation of key management personnel
The total remuneration of the Directors and other key management personnel was as follows:
|
2013 |
|
2012 |
|
|
|
|
Directors' fees * |
243 |
|
189 |
Directors' other benefits |
34 |
|
37 |
Share option-based benefits to directors (Note 16) |
123 |
|
132 |
|
400 |
|
358 |
|
|
|
|
|
2013 |
|
2012 |
|
|
|
|
Other key management personnel fees |
- |
|
- |
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
19. Related party transactions (continued)
The Company has an on-going service agreement with EMED Mining Public Ltd for provision of management and other professional services (Note 19.5).
Share-based benefits
The Company has issued share options to directors and key management. All options, except those noted in Note 16, expire six years after grant date and are exercisable at the exercise price in whole or in part no more than one third from the grant date, two thirds after two years from the grant date and the balance after three years from the grant date.
19.2 Payable to shareholders |
|
|
2013 |
|
2012 |
|
Name |
Nature of transactions |
Relationship |
|
|
|
|
EMED Mining Public Ltd |
Finance |
Shareholder |
- |
|
97 |
|
19.3 Receivable from related parties
|
|
|
|
|
|
|
The Group |
|
|
2013 |
|
2012 |
|
Name |
Nature of transactions |
Relationship |
|
|
|
|
Gold & Minerals Co. Limited |
Finance |
Joint Venture |
73 |
|
249 |
|
Nyota Minerals Limited |
Finance |
Shareholder |
174 |
|
- |
|
|
|
|
247 |
|
249 |
|
The Company |
|
|
2013 |
|
2012 |
|
Name |
Nature of transactions |
Relationship |
|
|
|
|
Gold & Minerals Co. Limited |
Finance |
Joint Venture |
73 |
|
249 |
|
Nyota Minerals Limited |
Finance |
Shareholder |
174 |
|
- |
|
|
|
|
247 |
|
249 |
|
19.4 Payable to related parties
|
|
|
|
|
|
|
The Group |
|
|
2013 |
|
2012 |
|
Name |
Nature of transactions |
Relationship |
|
|
|
|
Abdul Rahman Saad Al-Rashid & Sons Company Limited ("ARTAR") |
Finance |
Joint Venture Partner |
- |
|
25 |
|
|
|
|
- |
|
25 |
|
19.5 Transactions with shareholders |
|
|
|
|
|
|
|
|
|
2013 |
|
2012 |
|
Name |
Nature of transactions |
Relationship |
|
|
|
|
EMED Mining Public Ltd |
Provision of management and other professional services |
Shareholder |
104 |
|
117 |
|
20. Contingent liabilities
In 2006, EMED Mining Public Ltd acquired a proprietary geological database that covers extensive parts of Turkey and Greece and also EMED transferred to the Company that part of the geological database that relates to areas in Turkey.
Under the agreement, the Company has undertaken to make a payment of approximately GBP56,500 (AUD105,000) for each tenement it is subsequently awarded in Turkey and which was identified from the database. The maximum number of such payments required under the agreement is four, resulting in a contingent liability of up to GBP226,000. These payments are to be settled by issuing shares in the Company. To date, only one tranche of shares have been issued under this agreement in June 2007 for GBP43,750 (AUD105,000).
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
21. Relationship deed
A Relationship Deed between EMED and the Company dated 7 November 2006, by which EMED agrees not to operate in Bulgaria and Turkey, and the Company agrees not to operate in Albania, Armenia, Azerbaijan, Cyprus, Greece, Hungary, Iran, Oman, Romania, Saudi Arabia, Serbia or Slovakia the "EMED Area".
The Relationship Deed provides that EMED has the right to appoint one non-executive director of the Company. It also provides EMED with a right of first refusal in respect of funding any proposed mining or exploration project of the Company. The Relationship Deed provides that the Company shall refer any opportunity to conduct mining or exploration activity in the EMED Area to EMED, and EMED shall refer any such opportunity in Bulgaria or Turkey to the Company.
EMED has since granted the Company the right to explore in Saudi Arabia in return for which it will receive, to the extent possible under legislation in Saudi Arabia, first right of refusal over participation in any projects developed (or not taken up) by the joint venture established on 28 May 2009 in that country with Abdul Rahman Saad Al-Rashid & Sons Company Limited.
22. Capital commitments
The Group has the following capital or other commitments as at 31 December 2013 (2012:nil),
(i) Exploration program commitments
|
|
|
|
23. Events after the reporting date
In January 2014 an agreement was made with Ethiopian Revenue and Customs Authority ("ERCA") to repay the balance of the VAT liability plus interest accruing on the unpaid principal amount over a three-year payment plan in accordance with the relevant tax proclamation, 25% of the assessed outstanding amount is payable immediately and the balance under an agreed payment schedule. This initial payment, of ETB27,111,509 (approximately GBP848,590), equivalent to 25% of the assessed tax amount outstanding, was made in January 2014. The balance of the liability plus interest accruing on the unpaid principal amount will be paid subject to a three-year payment plan formally agreed with ERCA. The total amount that will paid over the three years (principal and interest) is calculated by ERCA to be ETB128,461,525 (approximately GBP4,020,845).
On 27 March 2014, 22,000,000 options were issued to the Directors and a further 4,975,000 options have been granted to other non-board members of the senior management team. Of the options issued, previously granted options over 22,100,000 Ordinary shares which were due to expire during 2014 have all been cancelled and the new grants of options have been made, in accordance with the terms of the Scheme.
On the 4 April 2014 a further 500,000 options were issued to a consultant at a price of 2.3p.
During May 2014 two exploration licenses granted were relinquished.
There were no other material events, after the period, which have a bearing on the understanding of the financial statements.
Notes to the consolidated financial statements (continued)
Year ended 31 December 2013
24. Adoption of new and revised International Financial Reporting Standards (IFRSs)
During the current year the Company adopted all the new and revised International Financial Reporting Standards (IFRS) as adopted by EU that are relevant to its operations and are effective for accounting periods beginning on 1 January 2013. This adoption did not have a material effect on the accounting policies of the Company. At the date of approval of these financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some, but not all of these were adopted by the European Union. The Board of Directors expects that the adoption of these accounting standards in future periods will not have an impact on the financial statements of the Company other than the following:
New standards
IFRS 12 "Disclosure of Interests in Other Entities" (effective for annual periods beginning on or after 1 January 2014 for EU companies). This includes disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, structured entities and other off balance sheet vehicles.
Amendments
Amendment to IAS 36 "Impairment of Assets" relating to disclosure of recoverable amount (effective for annual periods beginning on or after 1 January 2014 for EU companies). The amendment revises disclosure requirements related to the measurement of the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal.
(ii) Standards and Interpretations not adopted by the EU
New standards
IFRS 9 "Financial Instruments" issued in November 2009 and amended subsequently introduces new requirements for the classification and measurement of financial assets and financial liabilities and for derecognition (no stated effective date).
The Board of Directors expects that the adoption of these accounting standards in future periods will not have an impact on the financial statements of the Company other than disclosure, with the exception of IFRS 9, the impact of which is being evaluated.