Final Results

Chairman's statement

Consolidated statement of comprehensive income

Consolidated and company statements of financial position

Consolidated and company statements of changes in equity

Consolidated and company cash flow statements

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RNS Number : 0358Y

China Africa Resources PLC

24 February 2012

China Africa Resources plc

("China Africa" or "the Company")

Final Results for the Period to 31 December 2011

China Africa Resources plc announces its final results for the period to 31 December 2011.

I am pleased to present the report and accounts for China Africa Resources plc for the 17-month period to 31 December 2011, which includes the first months of trading for the company since it was listed on AIM on 1 August 2011. During this period the group's principal activity has been to begin the feasibility study of the Berg Aukas lead/zinc project.

Financial results

During the period the group made a loss of US$1.0 million. The loss incurred during the period consists of costs of the public listing on AIM of US$0.3 million, unrealised exchange losses on sterling deposits of US$0.4 million and ongoing operating costs of US$0.3 million.

As at 31 December 2011 the company had a cash balance of US$5.9 million.

Review of the period

On the day the shares were listed, 1 August 2011, Weatherly International plc ("Weatherly") paid to its shareholders a dividend in specie consisting of shares in China Africa Resources plc. Accordingly this meant that, at listing, East China Mineral Exploration & Development Bureau ("ECE") held 65% of the issued share capital of the company, Weatherly held 25% and 10% was held by other investors.

The administration of the company is carried out by Weatherly under the provisions of a management services agreement between the two companies. Pursuant to the strategy of the company, at the time of listing, its primary focus has been to progress the feasibility study of the Berg Aukas project.

In line with this objective, the company has now:

· Appointed most of the consultants (geology, engineering, environmental) that will be working on the feasibility study.

· Commenced drilling work based on the drilling program designed by consultant geologists to establish JORC resources.

· Commenced metallurgical test work on samples taken from the old run of mine pad.

· Collected historical information which is being used to establish a full 3D electronic model of the old mine workings.

· Begun environmental studies, and "Interested and Affected Parties" are being established in line with Namibian legislation.

· Commenced studies on shaft refurbishment.

China Africa Resources was established as an organisation focused on rapid growth. The company is actively seeking and reviewing opportunities with a view to expanding its asset base in the short term.

In these early months on a corporate level, much work has been done to establish an appropriate and workable corporate governance framework and procedures through which the business will operate.

Outlook

Facing the complex global economic environment, the management of China Africa Resources will continue to target rapid growth, so that shareholders may gain the greatest benefit.

Initially the company will devote itself to the feasibility study of Berg Aukas, and preparation for the development of the project. Meanwhile, the company will continue to look for new investment opportunities through the international capital markets, organic growth, acquisition and cooperation.

The company strives to become a highly profitable multi-mineral mining company.

Yi Shao

Non-executive Chairman

23 February 2012

Directors' report

The Directors present the report and audited financial statements of the company for the period ended 31 December 2011.

For the 17 month period ended 31 December 2011

		17 month
		period ended
		31 December 2011
	Note	US$'000


Administrative expenses		(599)


Operating loss	3	(599)

Finance income	7	4
Finance cost	7	(393)


Loss for the period before taxation		(988)

Tax expense	8	-


Loss for the period attributable to the equity holders of the parent		(988)

Exchange differences on translation of foreign operations		(5)


Total comprehensive income for the period		(993)



Loss per share expressed in cents

Basic and diluted attributable to the equity holders of the parent	9	(0.11c)

All amounts relate to continuing activities during the period.

As at 31 December 2011

		Group	Company
		as at	as at
		31 December 2011	31 December 2011
	Note	US$'000	US$'000
Assets
Non-current assets
Intangible assets	10	4,305	-
Investment in subsidiary	11	-	4,156
Loans to subsidiaries	12	-	340

Total non-current assets		4,305	4,496

Current assets
Trade and other receivables	13	11	10
Cash and cash equivalents	14	5,949	5,941

		5,960	5,951

Total assets		10,265	10,447

Current liabilities
Trade and other payables	15	(156)	(147)

Total liabilities		(156)	(147)

Net assets		10,109	10,300

Equity
Share capital	16	377	377
Share premium	16	6,607	6,607
Merger relief reserve	16	4,052	4,052
Foreign exchange reserve		(5)	-
Retained deficit		(922)	(736)

Equity attributable to shareholders of the parent company		10,109	10,300

The financial statements were approved by the Board on 23 February 2012 and signed on behalf of the board by:

R J Webster

Chief Executive Officer

For the 17 month period ended 31 December 2011

	Share capital	Share premium	Merger reserve	Foreign exchange reserve	Retained earnings	Total
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000

Group

Balance at 20 August 2010	-	-	-	-	-	-

Issue of share capital	377	6,658	4,052	-	-	11,087

Share-based payments	-	(51)	-	-	66	15


Loss for the period	-	-	-	-	(988)	(988)

Other comprehensive income

Exchange differences on translation of foreign operations	-	-	-	(5)	-	(5)


Balance at 31 December 2011	377	6,607	4,052	(5)	(922)	10,109



Company

Balance at 20 August 2010	-	-	-	-	-	-

Issue of share capital	377	6,658	4,052	-	-	11,087

Share-based payments	-	(51)	-	-	66	15


Loss for the period	-	-	-	-	(802)	(802)


Balance at 31 December 2011	377	6,607	4,052	-	(736)	10,300

For the 17 month period ended 31 December 2011

		Group	Company
		17 month	17 month
		period ended	period ended
	Notes	31 December 2011	31 December 2011
		US$'000	US$'000
Cash flows from operating activities
Loss for the year		(988)	(802)
Adjusted by:
Unrealised exchange losses		371	371
Share-based payments		15	15
Interest received		(4)	(4)


		(606)	(420)
Movements in working capital
Increase in trade and other receivables		(11)	(10)
Increase in trade and other payables		153	147


Net cash used in operating activities		(464)	(283)

Cash flows generated from investing activities
Interest received	7	4	4
Loans to subsidiary company	12	-	(340)
Payments for evaluation of feasibility studies	10	(151)	-


Net cash used for investing activities		(147)	(336)

Cash flows from financing activities
Proceeds from issue of equity shares		7,877	7,877
Associated costs of issue of equity shares		(946)	(946)


Net cash generated by financing activities		6,931	6,931


Cash and cash equivalent at the end of the period		6,320	6,312



Reconciliation to net cash
Net cash on incorporation		-	-
Increase in cash		6,320	6,312
Foreign exchange movements		(371)	(371)


	14	5,949	5,941

Notes to the consolidated financial statements

For the 17 month period ended 31 December 2011

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

The financial statements have been prepared on the historical cost basis. The principal accounting policies are summarised below.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company (its subsidiaries) made up to 31 December each year. Control is achieved where the company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the period are included in the consolidated profit and loss from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group.

All intra-group transactions, balances, income and expenses and intra-group unrealised profits and losses are eliminated on consolidation.

Intangible assets

Exploration and evaluation costs

Exploration and evaluation expenditure in relation to each separate area of interest is recognised as an exploration and evaluation asset in the period in which it is incurred where the following conditions are satisfied:

(i) the rights to tenure of the area of interest are current; and

(ii) at least one of the following conditions must also be met:

(a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale, or

(b) exploration and evaluation activities in the area of interest have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are initially measured at cost and include the acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities, and an allocation of depreciation and amortisation of assets used in exploration and evaluation activities. General, administrative and any share-based payment costs are only included in the measurement of exploration and evaluation costs where they are related directly to exploration and evaluation activities in a particular area of interest.

Exploration expenditure is transferred to property, plant and equipment upon achieving a bankable feasibility study.

Foreign currency translation

The individual financial statements of each group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group company are expressed in US dollars, which is the functional currency of the company and the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising, if any, are recognised in profit or loss.

Exchange differences are recognised in profit or loss in the period in which they arise except for:

· exchange differences which relate to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on foreign currency borrowings;

· exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation, and which are recognised in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities are recognised in other comprehensive income and accumulated in the group's foreign currency translation reserve. On disposal of a foreign operation, the cumulative amount of exchange differences relating to that operation is reclassified from equity to profit or loss.

Taxes

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported profit or loss 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. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interest in joint ventures, except where the group is able to control the reversal of the temporary difference and it is expected that the temporary difference will not reverse in the foreseeable future. In addition, tax losses available to be carried forward as well as other tax credits to the group are assessed for recognition as deferred tax assets.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Tax relating to items recognised in other comprehensive income is recognised in other comprehensive income.

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 they relate to taxes levied by the same taxation authority and the group intends to settle its current tax assets and liabilities on a net basis.

Impairment

At each reporting date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Financial instruments, assets and liabilities

The group uses financial instruments comprising cash, trade receivables, trade payables, convertible debt, derivatives and other equity investments that arise from its operations.

Financial assets

The only financial assets currently held by the group are classified as loans and receivables and cash and cash equivalents. These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the consolidated statement of comprehensive income. On confirmation that the receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

Loans and receivables comprise trade and other receivables and cash and cash equivalents in the statement of financial position.

Included within loans and receivables are cash and cash equivalents which include cash in hand and other short-term highly liquid investments with a maturity of three months or less. Any interest earned is accrued monthly and classified as interest. Short-term deposits comprise deposits made for varying periods of between one day and three months.

For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire; or it transfers the asset and substantially all the risk and rewards of ownership of the asset to another entity.

Financial liabilities

Trade payables and other short-term monetary liabilities are all classified as other financial liabilities. At present, the group does not have any liabilities classified as fair value through profit or loss.

Trade payables and other short-term monetary liabilities are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method. All interest and other borrowing costs incurred in connection with the above are expensed as incurred, and reported as part of financing costs in the consolidated statement of comprehensive income.

Derecognition of financial liabilities

The group derecognises financial liabilities when, and only when, the group's obligations are discharged, cancelled or they expire.

Investment in subsidiaries

In its separate financial statements, the company recognises its investments in subsidiaries at cost, less any provision for impairment. The cost of acquisition includes directly attributable professional fees and other expenses incurred in connection with the acquisition. It also includes share-based payments issued to employees of the company for services provided to subsidiaries.

Finance Income

Finance income is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Merger relief

The difference between the fair value of an acquisition and the nominal value of the shares allotted in a share exchange has been credited to a merger reserve account, in accordance with the merger relief provisions of the Companies Act 2006, and accordingly no share premium for such transactions has been set up.

Related parties

Parties are considered related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. Individuals, associates or companies that directly or indirectly control or are controlled by or under common control are considered related parties.

2. OPERATING SEGMENTS

Operating segments are reported in a manner consistent with the internal reporting provided to the board, which is responsible for allocating resources and assessing performance of the operating segment.

The group had no operating revenue or depreciation during the period.

The group currently has one operating segment, the Mining segment. This segment is currently engaged in the evaluation of the Berg Aukas mine in Namibia.

17 month period ended 31 December 2011


								Mining
Segmental loss								US$'000

Operating costs								(323)
Costs of listing China Africa Resources plc on AIM								(276)


Total segmental operating loss								(599)
Realised exchange losses								(22)
Unrealised exchange losses on sterling deposits								(371)

Interest income								4


Loss after tax								(988)





								Mining
								US$'000


Segment assets								10,265



								Mining
Non-current assets by geographic area								US$'000

Namibia								4,305

3. OPERATING LOSS

			17 month
			period ended
This is stated after charging/(crediting):			31 December 2011
			US$'000

Staff costs			108
Auditor's remuneration (note 7)			69
Realised exchange losses			22
Share-based payment expense			15

4. AUDITOR'S REMUNERATION

The remuneration of the auditor is further analysed as follows:				17 month
				period ended
				31 December 2011
				US$'000
Fees payable to the company's auditor for the audit of the
company's annual accounts				25
Fees payable to the company's auditor and its associates
for other services:
The audit of the company's subsidiaries, pursuant
to legislation				4
Other services pursuant to legislation
Reporting accountant on AIM listing				40

Total remuneration				69

5. EMPLOYEES AND KEY MANAGEMENT

The total directors' emoluments for the period were US$103,000 and those of the highest paid director were US$43,000.

The group and company averaged 4 employees during the period ended 31 December 2011.

				17 month
				period ended
				31 December 2011
Aggregated remuneration comprised:				US$'000
Wages and salaries (including directors)				103
Social security costs				5


				108


Key management remuneration
Salaries and fees				103
Social security costs				5


Continuing business				108

Key management personnel as defined under IAS 24 have been identified as the board of directors.

6. LOSS FOR THE FINANCIAL PERIOD

The company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own statement of comprehensive income in these financial statements. The company's loss for the period was US$802,000.

7. NET FINANCE EXPENSE

			17 month
			period ended
			31 December 2011
			US$'000

Finance income
Bank deposits			4


Total interest revenue			4


Finance costs
Realised exchange losses			(22)
Unrealised exchange losses on sterling deposits			(371)


			(393)





Investment revenue earned on financial assets analysed by category of asset is as follows:

Loans and receivables (including cash and bank balances)			4

8. INCOME TAX EXPENSE

			17 month
			period ended
			31 December 2011
			US$'000

Current tax:
UK corporation tax on the result for the 17 month period			-

Total current taxation			-
Deferred taxation			-

Taxation			-


Differences explained below:

Loss before tax			(988)

Loss before tax multiplied by the standard CT rate (26.2%)			(259)

Effect of:
Expenses not deductible for tax purposes			67
Differences in local tax rates			30
Tax losses for future utilisation			162

Tax charge for the period			-



Unrecognised deferred tax provision
Fixed asset timing differences			(27)
Short-term timing differences			(4)
Tax losses UK			(143)
Tax losses Namibia			(96)


			(270)

The deferred tax assets are currently unrecognised as the likelihood of sufficient future taxable profits does not yet meet the definition of "probable".

The unrecognised deferred tax asset has no expiry period.

9. LOSS PER SHARE

The calculation of basic and diluted loss per ordinary share is based on the following data:

			17 month
			period ended
			31 December 2011
			US$'000


Basic and diluted loss per share (US cents)			(0.11c)



Weighted average number of shares for basic and diluted loss per share			8,991,343

The basic and diluted earnings per share have been calculated using the loss attributable to shareholders of the parent company, China Africa Resources plc, of US$988,000 as the numerator, i.e. no adjustment to profit was necessary. The basic and dilutive earning per share are the same as the group made a loss in the period.

10. INTANGIBLE ASSETS

	Mining licences	Evaluation costs	Totals
	US$'000	US$'000	US$'000



Cost:
On incorporation	-	-	-
Additions	4,156	151	4,307
Exchange adjustment	-	(2)	(2)


Net book value at 31 December 2011	4,156	149	4,305

The mining licences and evaluation costs relate to the Berg Aukas mine in Namibia.

11. INVESTMENT IN SUBSIDARIES

The investments at the reporting date in the share capital of companies include the following:

			Company
			as at
			31 December 2011
			US$'000

China Africa Resources Namibia (pty) Ltd			4,156

China Africa Resources Namibia (pty) Ltd is owned 100% by China Africa Resources plc and is incorporated in the Republic of Namibia.

On 1 August 2011 the group acquired 100% of the voting equity instruments of China Africa Resources Namibia (pty) Ltd, a company whose principal activity is exploration and evaluation of mining assets in Namibia. The company was acquired by the issuing of 6,326,923 ordinary 1p shares at a price of 40p being the price on the date of acquisition. The acquisition price was converted to US dollars at an exchange rate of 1.642. The principal reason for this acquisition was to develop the Berg Aukas mine in Namibia.

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:

	Book	Adjustment	Fair
	value		value
	US$'000	US$'000	US$'000

Mining licences	-	4,156	4,156

12. LOANS TO SUBSIDARIES

			Company
			as at
			31 December 2011
			US$'000

China Africa Resources (pty) Ltd			340


			340

The loan has no fixed terms of repayment and is unsecured. The loan attracts interest of US$ 12-month Libor +2%.

13. TRADE AND OTHER RECEIVABLES

	Group	Company
	as at	as at
	31 December 2011	31 December 2011
	US$'000	US$'000

Sales taxes	11	10


	11	10

14. CASH

	Group	Company
	as at	as at
	31 December 2011	31 December 2011
	US$'000	US$'000

Cash and short-term deposits	5,949	5,941

15. TRADE AND OTHER PAYABLES - CURRENT

	Group	Company
	as at	as at
	31 December 2011	31 December 2011
	US$'000	US$'000

Trade payables	114	105
Other payables and accruals	42	42

	156	147

Trade and other payables are non-interest bearing and normally settled in the month following date of invoice.

16. SHARE CAPITAL

Allotted, called up and fully paid	31 December 2011	31 December 2011
	US$	£
Ordinary shares of 0.1p converted at an exchange rate of £:USD 1.642	377,001	230,769

The company issued the following shares and recorded the following movements on shares capital and reserves:

			US$	US$	US$	US$	£	£	£	£
		Number of shares	Share capital	Share premium	Merger reserve	Consideration	Share capital	Share premium	Merger reserve	Consideration
20/08/2010	Balance at incorporation	5,000,000	80,160	80,160	-	160,320	50,000	50,000	-	100,000
1/08/2011	Equity raised on listing	18,076,923	296,841	7,524,923	4,051,882	11,873,646	180,769	4,582,494	2,467,497	7,230,760
1/08/2011	Costs of raising	-	-	(998,007)	-	(998,007)	-	(607,762)	-	(607,762)

Total		23,076,923	377,001	6,607,076	4,051,882	11,035,959	230,769	4,024,732	2,467,497	6,722,998

The outstanding options to subscribe for ordinary shares of the company at 31 December 2011 are as follows:

All of the 230,769 outstanding options are exercisable at a price higher than the current share price. All options vest on grant date.

The weighted average exercise price of share options was £0.423 at 31 December 2011. The weighted average remaining contractual life of options outstanding at the end of the year was two years eight months.

Fair value of options

The fair values of options granted have been calculated using the Black Scholes pricing model, which takes into account factors such as the vesting periods, the expected dividend yield on the company's shares and expected early exercise of share options.

Grant date	1 Aug 2011
Share price at date of grant	£0.423 (US$0.695)
Exercise price	£0.423(US$0.695)
Volatility	83%
Option life	3 years
Dividend yield	-
Risk-free investment rate	0.68%

Volatility has been based on a peer group of companies as considered relevant by the directors due to the lack of trading history of the company.

Based on the assumptions, the fair values of the options granted are estimated to be:

Grant date	1 Aug 2011
Fair value	£0.173 (US$0.284)

Expense arising from share-based payments

Based on the above fair values, the 2011 expense arising from equity-settled share options was US$66,000, of which US$15,000 was expensed and US$51,000 was set against the share premium account. There were no other share-based payment transactions.

17. CAPITAL AND CONTRACTUAL COMMITMENTS

There were no capital or contractual commitments at 31 December 2011.

18. FINANCIAL INSTRUMENTS

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument, are disclosed in note 3.

The only financial assets currently held by the group are classified as loans and receivables and cash and cash equivalents.

Categories of financial instruments

The carrying amounts presented in the statement of financial position relate to the following categories of assets and liabilities:

	Carrying value
	Group	Company
	as at	as at
	31 December 2011	31 December 2011
	US$'000	US$'000
Financial assets
Current
Loans and receivables
Intercompany receivables	-	340
Trade and other receivables	11	10
Cash and cash equivalents	5,949	5,941


	5,960	6,291
Financial liabilities
Current
Amortised cost	(156)	(147)


	(156)	(147)

As at 31 December 2011 there were no trade receivables that were past due and all are believed to be recoverable.

All financial liabilities are repayable within 1 year.

The fair value is equivalent to book value for current assets and liabilities. Non-current liabilities are discounted at prevailing interest rates for both the long and short-term elements.

The main risks arising from the group's financial instruments are liquidity risk, interest rate risk, credit risk and foreign currency risk. The directors review and agree policies for managing these risks and these are summarised below.

Liquidity risk

Liquidity risk arises from the group's management of working capital. It is the risk that the group will encounter difficulty in meeting its financial obligations as they fall due.

The directors monitor cash flow on a daily basis and at monthly board meetings in the context of their expectations for the business, in order to ensure sufficient liquidity is available to meet foreseeable needs.

Interest rate risk

The group, and company, currently finances its operations through equity raisings. There are no borrowings and therefore no significant exposure to interest rate fluctuations.

The group, and company, manages the interest rate risk associated with the group's and company's cash assets by ensuring that interest rates are as favourable as possible, whether this is through investment in floating or fixed interest rate deposits, while managing the access the group, and company, requires to the funds for working capital purposes.

The interest rate profile of the group's cash and cash equivalents as at 31 December 2011 was as follows:


	Pound	Namibian
	Sterling	Dollars	Total
	$'000	$'000	$'000

Short-term deposits with fixed interest rates	5,410	-	5,410

Cash at bank with no interest rates	531	8	539


	5,941	8	5,949

At reporting date, cash at bank floating interest rate is accruing weighted average interest of 0.7%. As required by IFRS 7, the group has estimated the interest rate sensitivity on period end balances and determined that a one percentage point increase or decrease in the interest rate earned on short-term deposits would have caused a corresponding increase or decrease in net income in the amount of US$54,000.

Foreign currency risk management

The functional currencies of the companies in the group are US dollars and Namibian dollars. The group does not hedge against the effects of movements in exchange rates. These risks are monitored by the board on a regular basis.

The following table discloses the period end rates applied by the group for the purposes of producing the financial statements:

Translation

2011

Period end

1 GBP - USD

1.55

Period end

1 USD - ND

6.12

The carrying amounts of the group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:

		Group
		as at
		31 December 2011
		US$'000
Cash and cash equivalents
Pound Sterling		5,941
Namibian Dollars		8


		5,949

The following table details the group's sensitivity to a 10% increase and decrease in the US dollar against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the group where the denomination of the loan is in a currency other than the currency of the lender or the borrower. A positive number below indicates an increase in profit and equity where the US dollar strengthens 10% against the relevant currency. For a 10% weakening of the US dollar against the relevant currency, there would be an equal and opposite impact on the profit/loss and equity, and the balances below would be negative.

		British pound currency impact	Namibian dollar currency impact

		30 June 2011	30 June 2011
		US$'000	US$'000

Effect on profit	+10%	595	1

	-10%	595	1


Effect on equity	+10%	595	1

	-10%	595	1

19. EVENTS SUBSEQUENT TO REPORTING DATE

There were no significant events subsequent to the reporting date.

20. RELATED PARTY TRANSACTIONS

						31 December 2011
						US$'000

Group and company

The group and company had the following transactions with
Weatherly International plc, a 25% shareholder of the group:

Management fee paid						230

Trade payables						(46)

Purchase of China Africa Resources Namibia (pty) Ltd (see note 14)						4,156

Company only

Transactions with China Africa Resources Namibia (pty) Ltd,
a wholly owned subsidiary:

Management fee charged						250

Interest charged						2

Loans receivable						340

The ultimate holding company of China Africa Resources plc is East China Mineral Exploration and Development Bureau for Non Ferrous Metals.

21. CAPITAL MANAGEMENT POLICIES AND PROCEDURES

The group considers its capital to comprise its ordinary share capital, share premium and accumulated retained losses as well as the reserves (consisting of foreign exchange reserve and merger relief reserve).

The group's objective when maintaining capital is to safeguard the entity's ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders.

The company meets its capital needs by equity financing. The group sets the amount of capital it requires to fund the group's project evaluation costs and administration expenses. The group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

The company and group do not have any derivative instruments or hedging instruments. It has been determined that a sensitivity analysis will not be representative of the company's and group's position in relation to market risk, and therefore such an analysis has not been undertaken.

For further information please visit www.chinaafricares.com

Enquiries:

Rod Webster

Chief Executive Officer

China Africa Resources plc

020 7917 2989

Dean Friday

Commercial & Investor Relations Manager

China Africa Resources plc

020 7917 2989

Samantha Harrison / Jen Boorer

Nominated Adviser and Broker

Ambrian Partners Limited

020 7634 4700

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR SEUFADFESESE

Pembridge Resources (PERE)

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Date of grant

Number of options

Price per option

Expiry date

1 August 2011

1 August 2014

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All directors dealings today

Yi Shao	Appointed 13 May 2011
Roderick Webster	Appointed 27 October 2010
John Bryant	Appointed 27 October 2010
Jianrong Xu	Appointed 13 May 2011
Shasha Lu	Appointed 13 May 2011
Jingbin Tian	Appointed 13 May 2011
James Richards	Appointed 13 May 2011
Frank Lewis	Appointed 13 May 2011
Edward Lukins	Appointed 20 August 2010 and resigned 27 October 2010
MoFo Nominees Limited	Appointed 20 August 2010 and resigned 27 October 2010

		Other Benefits
	Fees	Other Benefits	Total
	US$'000	US$'000	US$'000

John Bryant *	-	22	22

Frank Lewis	24	14	38

James Richards	24	19	43


	48	55	103