Replacement: Audited Results to 30 September 2016

RNS Number : 4647Y

Sula Iron & Gold PLC

03 March 2017

 

CORRECTION OF RNS NUMBER: 4132Y

Please note that RNS 4132Y incorrectly stated in the financial statements for the year ended 30 September 2016 that the results were unaudited. This has been corrected and all other details remain the same.

3 March 2017

Sula Iron & Gold plc ("Sula" or "the Company")

 Audited Results for the Year Ended 30 September 2016

Sula Iron & Gold plc, the exploration company focussed on Sierra Leone, is pleased to announce its consolidated audited results for the year ended 30 September 2016 for the Company and its subsidiary, Blue Horizon (SL) Ltd, (together the "Group").

Highlights:

Operational

·     Completed 1,556m drill programme on the gold project at the Company's Ferensola licence area (the "Licence") (the "Ferensola Gold Project") with eight of the 10 holes drilled encountering high grade gold mineralisation;

·     Refined focus of the Company to prioritise Ferensola's significant gold potential;

·     Awarded "Ebola Medal for Service in West Africa" from UK's Ministry of Defence for the Company's contribution to the successful campaign to eradicate the Ebola Virus in Sierra Leone; and

·     Regional sampling programme identified gold mineralisation across the Licence.

Financial

·     Loss for the year to 30 September 2016 of £1.8 million (2015: £1.8 million);

·     Total equity of £5.6 million at year end (2015: £5.8 million); and

·     Successfully raised £1.0 million (gross) of new equity during the year to 30 September 2016.

Post-year end:

·     Expansion of the Board with the appointments of Roger Murphy as Chief Executive Officer and Iain Macpherson as a Non-Executive Director, with Nick Warrell assuming the role of Chief Operating Officer;

·     Secured new strategic partner, Madini Occidental, which invested US$400,000 to become Sula's largest shareholder;

·     Release of the results from an IP (Induced Polarity) Survey carried out during the year under review highlighting 8.5km of targets within the Licence with same geophysical signature as Sula's existing Sanama Hill Gold Exploration Target;

·     Renewal of Ferensola Exploration Licence obtained from Sierra Leone Government for a period of three years with right to extend for a further two years;

·     A further £1.5 million in new equity financing raised,  from a combination of new and existing shareholders, Directors and further investment by Madini Occidental. The funds were raised principally to fund a drill programme on the Ferensola Gold Project;

·     Sampling of oxide material in core drilled by the previous owner indicated potential for an oxide resource at Ferensola; and

·     Drill contractor, Equity Drilling, appointed to carry out approximately 2,400m of drilling to investigate the Eastern Target which is highly prospective for gold.

Roger Murphy, Chief Executive of Sula said:

"2016 was a year of significant developments for Sula, with a re-focusing on gold; additions to the Board; the introduction of new shareholders to the Company and exploration activities that have helped improve our understanding of Ferensola's gold potential.

As a Board we are committed to maintaining this momentum into 2017 and beyond as we unlock the significant potential value we believe exists within Sula."

For further information please visit www.sulaironandgold.com or contact the following:

Sula Iron & Gold plc Roger Murphy		[phone]
Strand Hanson Limited (Financial and Nominated Adviser) James Harris / Matthew Chandler / James Dance		[phone]
VSA Capital Limited (Broker) Andrew Raca		[phone]

Chief Executive Officer's Statement

Introduction

It gives me great pleasure to write this review as the new CEO of Sula Iron & Gold.  As the highlights above illustrate, FY2016 and the post year-end period, was a time of significant change for Sula. We have focused the Group's activities on its most prospective commodity, gold, and taken several important steps towards advancing our gold potential. The Board of Directors ("Board") are highly optimistic regarding this prospect, a sentiment that appears to be shared with the market given the take up of the placing in November 2016 and the open offer to shareholders in December 2016 which raised an aggregate of £1.5 million (gross).

As the incoming CEO, I want to express my gratitude for the work done by my predecessor Nick Warrell and his team. The last few years have been extremely challenging for junior exploration companies globally and in the case of West Africa this has been compounded by the ravages of Ebola, now thankfully behind us. It is no mean feat to have kept Sula active and indeed to have drilled during this challenging period, and is a true testament to the relationships and fortitude fostered by Mr Warrell and the team at our wholly owned Sierra Leone subsidiary, Blue Horizon.

Important events which occurred during the financial year under review can be summarised as follows:

·     Completion of a 1,556m drill programme at the Ferensola Gold Project with eight of the 10 holes drilled encountering gold mineralisation, with a length weighted average grade of 4.421g/t over an average estimated true thickness of 1.5m.  Importantly it has now become clear that there are multiple, potentially stacked shears and that the shear is not limited to a single, steeply-dipping, sub planar zone;

·     The Group's focus was refined to prioritise Ferensola's significant gold potential. While our iron ore resource has benefitted from the recent global upswing in the iron ore price, we believe that the best way to generate value for all shareholders is through advancing toward a verifiable gold resource;

·     Nick Warrell was awarded the "Ebola Medal for Service in West Africa" from the UK's Ministry of Defence for the Group's contribution to the successful campaign to eradicate the Ebola Virus in Sierra Leone. We were one of the few companies which remained operational during this very difficult period for the country; and

·     Regional sampling programme identified gold mineralisation across the Licence and pointed to significant potential beyond Sanama Hill where we have an existing JORC Compliant Exploration Target.

Since the end of the financial year under review, Sula has continued to be active, with key events including:

·     Iain Macpherson and I joined the board as new NED and CEO respectively, both being representatives of Madini, the Company's new strategic partner, with Nick Warrell assuming the role of COO;

·     Release of results from an IP (Induced Polarity) Survey carried out during the year under review highlighted 8.5km of targets within the Licence with the same geophysical signature as Sula's existing Sanama Hill Gold Exploration Target;

·     Renewal of Ferensola Exploration Licence obtained from Sierra Leone Government for a period of three years with a right to extend for a further two years;

·     A further £1.5 million (gross) in new equity raised, from a combination of new and existing shareholders, Directors and further investment by Madini Occidental, principally to fund the planned drill programme on the Ferensola Gold Project;

·     Sampling of oxide material in core drilled by a previous owner of the Licence pointed to the potential for an oxide resource at Ferensola; and

·     Drill contractor, Equity Drilling appointed to carry out a drill programme of approximately 2,400m to investigate the Eastern Target which is highly prospective for gold.

Operational Review

Projects

Ferensola Gold Project

The results from the recent exploration activities on the Company's Ferensola Gold project have been very positive and have continued to strengthen the Board's confidence in the project's potential. Based on the work completed to date, we have generated an independently assessed JORC Compliant Exploration Target of between 5 and 7 million tonnes grading at between 4 and 8 grammes per tonne ("g/t") of gold, equating to between 0.8 and 1.5 million ounces of gold at Sanama Hill. However, the results of the IP survey released in October 2016 indicate an extension of this gold mineralisation to the east of the currently defined Exploration Target. 

We consider IP to be a key tool to allow us to focus in on the mineralised areas. The high electrical conductivity identified by the IP is believed to be picking up sulphide mineralisation. Everywhere that we have found gold in Ferensola it is associated with pyrite (iron sulphide); whether in our core from our boreholes or in the partially weathered goldstones which the artisanals collect, crush and pan for gold; or in the samples of unweathered sulphide which we have collected across the licence area and which we have assayed for gold.

In total, we completed 50 line kilometres of IP across the eastern part of the Licence, which identified 8.5km of strongly anomalous IP signal. Almost half of this total distance consists of TZ2 or the Eastern Target.  The equity capital we raised in late 2016 will fund the planned drill programme at the Eastern Target which is expected to commence in March 2017.

In addition to the IP work, we collected a series of grab samples of prospective-looking goldstones and sulphide-stones across the eastern part of the Licence area.  It was again encouraging that of the 21 samples collected 10 returned grades of over 0.5g/t and the weighted average grade was 5.2g/t.  The most recent grab samples, which were collected where a local road crosses the Eastern Target, were crushed and panned and gold was liberated and returned assays of up to 4.8g/t.

Resampling of some old core from holes drilled by a previous owner produced further evidence of the potential for an oxide resource at Ferensola.  This data corroborates oxide ore found in our own drill cores.  Near surface oxide gold material is important because a significant oxide resource could potentially provide a cheaper and quicker  starter pit for mining.

Iron

Whilst no work was conducted on our iron ore resource during the financial year under review, we remain very aware of its potential value.  We also note that iron ore prices have strengthened over the last year - with most of the movement seen in Q4 2016.  Iron ore is a bulk commodity and our location would necessitate access to rail to reach port.  Shandong, the Chinese mining group, are mining Tonkolili which is contiguous with our iron ore resource, as the railway goes from Tonkolili to the port. Should the iron ore price continue to rise, the Board will consider commencing discussions with potential joint venture partner's unlock this potential value for the benefit of all Sula's shareholders.

Coltan

No work was performed on coltan in the year under review.

Ebola Virus Disease

In common with the rest of the world, we were pleased that Sierra Leone was declared free of the Ebola virus disease ("EVD") in November 2015. Whilst our exploration activities continued throughout the crisis, others were not so fortunate. I would like to thank all of our in-country team for their continued efforts during that difficult period in the country's history.

Corporate Social Responsibility ("CSR")

Sula maintains a prominent CSR programme in the region and we continued to provide funding and resources for projects in the Diang, Samia Bendugu and Nieni Chiefdoms. Further details of our ongoing CSR programmes can be found on our website at www.sulaironandgold.com 

Financial Review

The Group recorded an audited loss before tax for the year to 30 September 2016 of £1.8 million (2015: £1.8 million). The loss per share was 0.24p (2015: 0.56p).

The Group's exploration activities during the financial year under review were funded through a number of share placements, raising a total of £1.0 million (2015: £1.6 million) before placement costs.

We ended the financial year with a cash balance of £0.1 million, which was enhanced post year end by a further equity issue of almost £2.0 million (gross) in the 3 months to 31 December 2016, through a combination of direct subscriptions, institutional placements, an open offer to all shareholders and the exercise of warrants.

Targets for 2017

Our operational targets for 2017 are:

·     To complete a 2,400m+ drill programme on the Ferensola Gold Project, which is expected to commence in early March 2017 and thereafter to assess the potential scale of the Eastern Target area;

·     To continue gold exploration across the entire Licence by means of fieldwork, geochemistry, geophysics and potentially a larger drilling campaign, if warranted; and

·    To explore the potential to unlock value in our iron ore resource.

Board Changes

Post the end of the financial year under review, we strengthened our expertise on the Board with the appointments of myself as Chief Executive Officer and Iain Macpherson as Non-Executive Director in October 2016.  Nick Warrell assumed the position of Chief Operational Officer.

I am a geologist by background with field exploration experience in gold in Africa but have spent most of my career in the equity markets in London, focused on raising capital for resources companies in particular.  I was previously Head of Sales for Canaccord and a Member of its London Executive Committee and most recently was Managing Director, Investment Banking and Head of London, for Dundee Securities Europe Ltd.

Iain is a mining engineer by qualification.  He has run and built mines across Africa including gold mines in West Africa in a career spanning over 30 years.  Iain was previously CEO of the ASX-listed company Elemental Minerals, which was exploring and developing a potash project in The Republic of Cameroon.  Iain is a founding shareholder of Madini Minerals, Sula's  strategic partner and largest shareholder, through its subsidiary, Madini Occidental.

Outlook

2016 was a year of significant developments for Sula, with a re-focusing on gold; changes to the Board; the introduction of new shareholders to the Company and ongoing exploration activities that have helped improve our understanding of, and belief in, Ferensola's gold potential.

Whilst we have encountered evidence, described above, of gold mineralisation across large parts of our Licence area, our understanding remains incomplete.  Our work in 2017 will revolve around improving our understanding and conveying that understanding to our shareholders and the broader equity markets.

Finally, I would like to take this opportunity to express my gratitude to my fellow directors, management and professional advisers for their dedication. I would also like to thank our shareholders for their loyal support.  I look forward to providing future updates on the Group's development in due course.

R Murphy

Chief Executive Officer

2 March 2017

CONSOLIDATED AUDITED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2016

								Notes		2016 £'000		2015 £'000
Continuing operations
Revenue										-		2
Cost of sales										-		-
Gross profit										-		2
Operating expenses								4		(1,778)		(1,770)
Loss from operating activities										(1,778)		(1,768)
Net finance costs										-		-
Loss before tax										(1,778)		(1,768)
Taxation										-		-
Loss for the year										(1,778)		(1,768)
Other comprehensive income Exchange translation										400		54
Total comprehensive expense for the year										(1,378)		(1,714)
Basic and diluted loss per share (pence)										(0.24)		(0.56)

CONSOLIDATED AUDITED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2016

								Notes		2016 £'000		2015 £'000
Assets
Property, plant and equipment								5		179		255
Intangible assets								6		5,716		5,428
Non-current assets										5,895		5,683
Trade and other receivables								7		60		67
Bank balances										101		250
Current assets										161		317
Total assets										6,056		6,000
Equity
Share capital								8		4,114		3,635
Share premium										7,422		7,178
Shares to be issued										152		-
Warrant reserve										197		-
Exchange reserve										572		172
Retained deficit										(6,904)		(5,209)
Total equity										5,553		5,776
Liabilities
Trade and other payables								10		472		224
Short term borrowings										31		-
Current liabilities										503		224
Total liabilities										503		224
Total equity and liabilities										6,056		6,000

CONSOLIDATED AUDITED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2016

				Share capital £'000	Share premium £'000		Shares to be issued £'000		Warrant reserve £'000				Exchange reserve £'000		Retained deficit £'000				Total equity £'000
Balance at 1 October 2015				3,635		7,178		-		-		172			(5,209)		5,776
Loss for the period				-		-		-		-		-			(1,778)		(1,778)
Total other comprehensive income				-		-		-		-		400			-		400
Total comprehensive (expense)/income for the period				-		-		-		-		400			(1,778)		(1,378)
Issue of ordinary shares				479		324		152		197		-			-		1,152
Costs of share issues				-		(80)		-		-		-			-		(80)
Share-based payments				-		-		-		-		-			83		83
				479		244		152		197		-			83		1,155
Balance at 30 September 2016				4,114		7,422		152		197		572			(6,904)		5,553

CONSOLIDATED AUDITED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2016

										2016 £'000		2015 £'000
Cash flows from operating activities
Loss for the period										(1,778)		(1,768)
Adjustments for:
-  Depreciation										132		122
-  Impairment of fixed assets										-		5
-  Loss on disposal of fixed assets										10		-
-  Equity settled share-based payments										83		92
- Foreign exchange differences										89		(53)
										(1,464)		(1,602)
Changes in:
-  Trade and other receivables										12		32
-  Trade and other payables										229		54
Net cash used in operating activities										(1,223)		(1,516)
Cash flows from investing activities
Acquisition of property, plant and equipment										(29)		(3)
Net cash used in investing activities										(29)		(3)
Cash flows from financing activities
Proceeds from issue of share capital and warrants Proceeds from issue of shares to be issued Issue costs Funds from short term loans										1,000 152 (80) 31		1,585 - (101) -
Net cash flows from financing activities										1,103		1,484
Net decrease in cash and cash equivalents										(149)		(35)
Cash and cash equivalents at beginning of period										250		285
Cash and cash equivalents at 30 September										101		250

NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION

1.            Reporting entity

Sula Iron & Gold plc is a company incorporated and domiciled in England and Wales.  The address of the Company's registered office is 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT.  The consolidated financial statements of the Company as at and for the year ended 30 September 2016 include the Company and its subsidiary. The Group is primarily involved in the exploration and exploitation of mineral resources in Sierra Leone.

2.            Going concern

After making enquiries and preparing forecasts for 12 months from the date the financial statements were signed, the Directors have formed a judgement that, as at the date of approving the financial statements, there is a reasonable expectation that the Group and the Company have adequate resources to continue in existence for the foreseeable future, however for the Company to continue with its exploratory activities, the Directors' believe that it would need to obtain further funding either from a strategic partner or subsequent equity raisings. For this reason, the Directors have adopted the going concern basis in preparing the financial statements. In forming this judgement, the Directors have taken account of funds raised through to  December 2016 and believe these funds are adequate for, inter alia, the Group's ongoing administration costs and drilling programme.  

3.            Intangible assets - prospecting and exploration rights

Rights acquired with subsidiaries are recognised at fair value at the date of acquisition.  Other rights acquired and development expenditure are recognised at cost. 

Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Development costs will only be capitalised when the Directors have reasonable beliefs that a JORC compliant resource estimate will be obtained. The expenditure capitalised includes the cost of materials, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use, and capitalised borrowing costs.  Other development expenditure is recognised in profit or loss as incurred.

Capitalised development expenditure will be measured at cost less accumulated amortisation and impairment losses.

4.            Operating expenses

					2016		2015
Operating expenses include:					£'000		£'000
Staff costs					818		672
Depreciation					132		122
Impairment of fixed assets					-		5
Foreign exchange (loss) / gain					(21)		2
Auditor's remuneration - audit services					20		20

Auditor's remuneration in respect of the Company amounted to £10,000 (2015: £10,000).

5.            Property, plant and equipment

Group
				Land and buildings £'000		Plant and equipment £'000		Fixtures and fittings £'000			Total £'000
Cost
Balance at 1 October 2014					78		487		35		600
Additions					-		4		-		4
Disposals					-		(4)		(1)		(5)
Effect of movements in exchange rate					4		28		2		34
Balance at 30 September 2015					82		515		36		633
Balance at 1 October 2015					82		515		36		633
Additions					-		27		2		29
Disposals					-		(24)		-		(24)
Effect of movements in exchange rate					15		93		7		115
Balance at 30 September 2016					97		611		45		753
Depreciation
Balance at 1 October 2014					34		189		17		240
Depreciation					21		98		3		122
Impairment					1		2		2		5
Disposals					-		(3)		-		(3)
Effect of movements in exchange rate					2		11		1		14
Balance at 30 September 2015					58		297		23		378
Balance at 1 October 2015					58		297		23		378
Depreciation					12		105		15		132
Disposals					-		(14)		-		(14)
Effect of movements in exchange rate					11		62		5		78
Balance at 30 September 2016					81		450		43		574
Carrying amounts
At 30 September 2016					16		161		2		179		-
At 30 September 2015					24		218		13		255

6.            Intangible assets

Group

							Prospecting and exploration rights £'000
Cost at 1 October 2014								5,343
Effect of movements in exchange rate								85
Balance at 30 September 2015								5,428
Cost at 1 October 2015								5,428
Effect of movements in exchange rate								288
Balance as at 30 September 2016								5,716

Carrying amounts
Balance at 30 September 2016							5,716
Balance at 30 September 2015							5,428

The opening balance of intangible assets was initially recognised on the acquisition of the subsidiary, Blue Horizon (SL) Ltd.

The Directors regularly assess the carrying value and write off any deferred exploration expenditure that they believe to be unrecoverable. A review of exploration and evaluation assets at year end, supported by the JORC Compliant Mineral Resource estimate on the project carried out in 2014, resulted in no impairment charge (2015: £nil) as the figure obtained significantly exceeded its carrying value.

Intangible assets are not pledged as security or held under any restriction of title.

7.            Trade and other receivables

Group

					2016 £'000		2015 £'000
Other receivables					14		12
Prepayments					46		55
					60		67

8.            Share capital

					Number of ordinary shares
					2016		2015
Ordinary shares in issue at 1 October					423,515,260		281,484,958
Issued for cash					479,166,664		142,030,302
In issue at 30 September - fully paid (par value 0.1p)					902,681,924		423,515,260
					Number of deferred shares
Deferred shares
Issued on subdivision					356,848,594		356,848,594
					356,848,594		356,848,594
					Ordinary share capital
					2016 £'000		2015 £'000
Balance at beginning of period					3,635		2,815
Share issues					479		820
Balance at 30 September					4,114		3,635

All ordinary shares rank equally with regard to the Company's residual assets.

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.

The deferred shares do not entitle the holders thereof to receive notice of or attend and vote at any general meeting of the Company or to receive dividends or other distributions or to participate in any return on capital on a winding up unless the assets of the Company are in excess of £1,000,000,000,000.  The Company retains the right to purchase the deferred shares from any shareholder for a consideration of one penny in aggregate for all that shareholder's deferred shares.  As such, the deferred shares effectively have no value.  Share certificates will not be issued in respect of the deferred shares.

Issue of ordinary shares

On 14 October 2015, the Company raised £500,000 (before expenses), through a placing of 166,666,664 new Ordinary shares of 0.1p each in the Company ("Ordinary Shares") at a price of 0.3p per placing share. 

On 24 February 2016, the Company raised £290,000 (before expenses), through a placing of 181,250,000 new Ordinary Shares at a price of 0.16 per placing share. 

On 10 March 2016, the Company raised £210,000 (before expenses), through a subscription of 131,250,000 new Ordinary Shares at a price of 0.16p per subscription share.

Post year end, on 13 October 2016, the Company announced that it had raised US$400,000 through a subscription of 304,642,240 new Ordinary Shares of 0.1p each. As at 30 September 2016, the Company had received $200,000 (£152,000) of this subscription, which accounts for the balance of shares to be issued at year end.

9.            Loss per share

Basic and diluted loss per share

The calculation of basic and diluted loss per share is based on the loss attributable to ordinary shareholders of £1,778,000 (2015: £1,768,000), and a weighted average number of ordinary shares in issue of 753,917,125 (2015: 315,858,958).

As detailed in note 11, the Company issued a number of shares subsequent to the year end which would have significantly increased the number of ordinary shares in issue if these transactions had occurred prior to the end of the year. The issues would have had an anti-dilutive effect. All existing warrants and options are also anti-dilutive.

10.          Trade and other payables

Group

					2016 £'000		2015 £'000
Trade payables					221		95
Other payables					60		44
Accrued expenses					191		85
					472		224

11.          Subsequent events

In October 2016, the Company raised US$400,000 (before expenses), through a placing of 304,642,410 new Ordinary Shares of 0.1p each ("Ordinary Shares") at a price of 0.1p each.

On 28 October 2016, the Company appointed Roger Murphy as Chief Executive Officer and Iain Macpherson as a Non Executive Director. On the same day, Nicholas Warrell assumed the role of Chief Operating Officer.

On 15 November 2016, the Company received £125,000, through the exercise of warrants for 78,125,000 new Ordinary Shares at a price of 0.16p each.

On 18 November 2016, the Company announced a Subscription,  Placing and Open Offer to issue up to 701,765,705 new Ordinary Shares at 0.21p each. On completion of the Open Offer on 15 December 2016, the Company had raised, in aggregate, £1.47m (before expenses).

On 5 December 2016,  the Company appointed Equity Drilling Limited for its planned drilling programme at the Ferensola Gold Project.

On 7 December 2016, the Company received £104,750, through the exercise of certain warrants for 65,468,750 Ordinary Shares at a price of 0.16p each.

On 20 February 2017, the Company received £15,000, through the exercise of certain warrants for 9,375,000 Ordinary Shares at a price of 0.16p each.

12.          Annual General Meeting and Distribution of Accounts to Shareholders

The Company's Annual General Meeting will take place on or around 30 March 2017 at the Company's registered office, 201 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT.  The Company's Annual Report and Accounts for the year ended 30 September 2016 will be posted to shareholders shortly. Copies of the Notice of AGM and the Annual Report and Accounts will also be available on the Company's website at www.sulaironandgold.com in due course.

13.          Statutory Accounts

The audited financial information in this announcement, which was approved by the Board of Directors on 2 March 2017, does not constitute the Company's statutory accounts for the year ended 30 September 2016, but is derived from those accounts. The Company's auditor, Moore Stephens LLP, has signed their report on the financial statements for the year ended 30 September 2016. Statutory accounts for the year ended 30 September 2015 have been delivered to the Registrar of Companies and those for the year ended 30 September 2016 will be delivered following the Company's Annual General Meeting.

 

END

 

 

MSCEANDDESNXEEF