Unaudited Interim Results

RNS Number : 5854Z

Reabold Resources PLC

18 September 2015

 

18 September 2015

REABOLD RESOURCES PLC

 ("the Company")

Unaudited Interim Results for six months ended 30 June 2015

Reabold Resources plc (AIM: RBD) the AIM quoted resources investment company announces its unaudited interim results for the six months ended 30 June 2015 ("the Period").

For further information, contact:

Reabold Resources plc Jeremy Edelman (Executive Chairman) Anthony Samaha (Executive Director)	[phone]
Beaumont Cornish Limited Roland Cornish	[phone]

Felicity Geidt

CHAIRMAN'S STATEMENT

The Board has continued to be active in the identification and evaluation of investment opportunities in various sectors towards the objective of an acquisition that drives creation of value for stakeholders. 

Placement

The Board was pleased to announce on 18 September 2015 the placement by the Company of 40,000,000 new Ordinary Shares of 0.1p each in the Company at a price of 0.5p per share, to raise £200,000 for working capital purposes. 

Mogul Ventures Corp. Investment

The Company is pleased with the positive progress in its investment in Mogul Ventures Corp. (Mogul), a private company focused on natural resources in Mongolia, principally in tin.   On 20 February 2015, Mogul entered into an amended and restated arrangement agreement ("the Arrangement Agreement") with Knowlton Capital Inc. ("Knowlton"), a TSX listed company, for the acquisition by Knowlton of all of the issued and outstanding shares of Mogul.  The Arrangement Agreement supersedes a letter of intent dated 23 May 2014 and a definitive agreement dated 22 August 2014.   The Arrangement Agreement constitutes a reverse takeover of Knowlton, the completion of which is subject to a number of conditions, including approval by TSX, Knowlton's shareholders and Mogul's shareholders.  Presently, there are positive signs for tin projects and we look forward to Mogul's future in the public markets.

Financial Review

The loss of the Company for the 6 months ended 30 June 2015 was £34,000 (2014: loss of £76,000) in line with expectations. The net assets as at 30 June 2015 were £294,000 (2014: £370,000). 

As at 30 June 2015, the Company had cash of £157,000.  Post the reporting period, the Company raised an additional £200,000 in working capital following the completion of the Placement on 18 September 2015 outlined above.

Outlook

Having successfully raised further capital, the Board is moving forward positively to drive shareholder value through the investment strategy.  Whilst the Board believes there are positive cyclical investment opportunities in resources stocks, they may be subject to significant volatility in financial markets and commodity prices, as well as other potential risk areas, including operational, geological, environmental, sovereign issues and access to capital.  The Board will evaluate investment opportunities in other sectors as they arise.  The Board is positive towards the outlook for quality investment opportunities.

The Board looks forward to reporting further in due course.

This report was approved by the Board and signed on its behalf:

Jeremy Edelman

Chairman

18 September 2015

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2015

				Unaudited	Unaudited	Audited
				6 months to	6 months to	12 months to
				30-Jun-15	30-Jun-14	31-Dec-14
			Notes	£'000	£'000	£'000
Net capital loss on financial assets at fair value through profit or loss			3	-	(4)	(11)
Investment income				-	-	6
Net investment losses				-	(4)	(5)
Other operating income				-	5	5
Administration expenses				(34)	(77)	(117)
Operating loss				(34)	(76)	(117)
Finance income				-	-	2
Finance costs				-	-	(3)
Loss on ordinary activities before taxation				(34)	(76)	(118)
Taxation on loss on ordinary activities				-	-	-
Loss for the financial period				(34)	(76)	(118)
Other comprehensive income				-	-	-
Total comprehensive income for the period				(34)	(76)	(118)
Attributable to:
Equity holders					(76)	(118)
					(76)	(118)
Earnings per share
Basic and diluted loss per share (pence)			2	(0.01)	(0.04)	(0.1)

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2015

		Unaudited	Unaudited	Audited
		30-Jun-14	30-Jun-14	31-Dec-14
	Notes	£'000	£'000	£'000
ASSETS
Non-current assets
Investments	4	200	200	200
		200	200
Current assets
Cash		157	77	196
Trade and other receivables		3	11	2
Investments	3	-	606	-
		160	694	198
Total assets		360	894	398
EQUITY
Capital and reserves
Share capital	5	355	355	355
Share premium account		8,131	8,131	8,131
Capital redemption reserve		200	200	200
Retained earnings		(8,392)	(8,316)	(8,358)
Total equity		294	370	(328)
LIABILITIES
Current liabilities
Trade and other payables		66	108	70
Borrowings	6	-	416	-
		66	524	70
Total liabilities		66	524	70
Total equity and liabilities		360	894	398

CASH FLOW STATEMENT

FOR THE PERIOD ENDED 30 JUNE 2015

		Unaudited		Unaudited		Audited
		6 months to		6 months to		12 months to
		30-Jun-14		30-Jun-14		31-Dec-14
	Note	£'000		£'000		£'000
Cash flows from operating activities
Loss before taxation		(34)		(76)		(118)
Adjustments for:
Realised loss on investments		-		-		11
Unrealised loss on investments	3	-		4		-
Interest charge		-		-		3
Finance income		-		-		(2)
Operating cash flows before movement in working capital		(34)		(72)		(106)
Decrease/(increase) in receivables		(1)		(6)		3
Increase/(decrease) in payables		(4)		58		20
Cash used in operations		(39)		(20)		(83)
Interest paid		-		-		(3)
Net cash used in operating activities		(39)		(20)		(86)
Cash flows from investing activities
Interest received		-		-		2
Purchase of listed securities	3	-		(610)		(610)
Purchase of unlisted securities	4	-		(50)		(50)
Proceeds from divestment of listed securities		-		-		599
Net cash flows from investment activities		-		(660)		(59)
Cash flows from financing activities
Increase in borrowings - equity margin facility		-		416		416
Repayment of borrowings - equity margin facility		-		-		(416)
Share placement received		-		325		325
Net cash generated from financing activities		-		741		325
Net increase/(decrease) in cash and cash equivalents		(39)		61		180
Cash and cash equivalents at the beginning of the period		196		16		16
Cash and cash equivalents at the end of the period		157		77		196

Cash and cash equivalents comprises the following:
Cash and cash equivalents			157				77		196
		157				77			196

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2015

	Share Capital	Share Premium	Capital Redemption Reserve	Retained Earnings	Total
	£'000	£'000	£'000	£'000	£'000
Balance 31 December 2013 - audited	285	7,726	200	(8,240)	(29)
Total comprehensive income for period	-	-	-	(76)	(76)
Changes in equity for period to 30 June 2014
Issue of share capital	70	405	-	-	475
Balance 30 June 2014 - unaudited	355	8,131	200	(8,316)	370
Total comprehensive income	-	-	-	(42)	(42)
Changes in equity for period to 31 December 2014
Issue of share capital	-	-	-	-	-
Balance 31 December 2014 - audited	355	8,131	200	(8,358)	328
Total comprehensive income	-	-	-	(34)	(34)
Changes in equity for period to 30 June 2015
Issue of share capital	-	-	-	-	-
Balance 30 June 2015 - unaudited	355	8,131	200	(8,392)	294

NOTES TO THE INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2014

1.     Basis of preparation

These interim financial statements have been prepared using policies based on International Financial Reporting Standards (IFRS and IFRIC interpretations) issued by the International Accounting Standards Board ("IASB") as adopted for use in the EU. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2014 Annual Report. The financial information for the half years ended 30 June 2015 and 30 June 2014 does not constitute statutory accounts within the meaning of Section 434(3) of the Companies Act 2006 and is unaudited.

The annual financial statements of Reabold Resources Plc are prepared in accordance with IFRSs as adopted by the European Union. The comparative financial information for the year ended 31 December 2014 included within this report does not constitute the full statutory accounts for that period. The statutory Annual Report and Financial Statements for 2014 have been filed with the Registrar of Companies. The Independent Auditors' Report on that Annual Report and Financial Statement for 2014 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

After making enquiries, the directors have a reasonable expectation that the Company have adequate resources and support from key shareholders to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the half-yearly financial statements.

The same accounting policies, presentation and methods of computation are followed in these condensed financial statements as were applied in the Company's latest annual audited financial statements, with additional information in respect of significant accounting policies disclosed below.

The IASB has issued a number of IFRS and IFRIC amendments or interpretations since the last annual report was published. It is not expected that any of these will have a material impact on the Company.

Investments at fair value through profit or loss

Classification

The Company classifies its investments as financial assets at fair value through profit or loss ("financial assets"). The financial assets are designated by the Company at fair value through profit or loss at inception.

Recognition

Purchases and sales of investments are recognised on the trade date - the date on which the Company commits to purchase or sell the investments.

Measurement

Financial assets at fair value are initially recognised at cost, being the fair value of consideration given. Subsequent to initial recognition, all financial assets at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair value of the 'financial assets at fair value' category are presented in the Statement of Comprehensive Income in the period in which they arise.

Fair value estimation

Marketable (Listed) Securities - Where an active market exists for the security, the value is stated at the bid price on the last trading day in the period. Marketability discounts are not applied unless there is some contractual, governmental or other legally enforceable restriction preventing realisation at the reporting date.

Unlisted Investments - Where the Company has investments in equity instruments that do not have a quoted price in an active market and whose fair value cannot be reliably measured these are carried at historic cost.

Fair value hierarchy

IFRS 13 requires disclosure of fair value measurements by level of the following fair value hierarchy:

Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities that the entity can readily observe;

Level 2 - inputs are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly; and

Level 3 - inputs that are not based on observable market data (unobservable inputs).

2.         Loss per share

The calculations of the basic and diluted earnings per share are based on data the following:	Unaudited 6 months to 30-Jun-14 £'000	Unaudited 6 months to 30-Jun-14 £'000	Audited 12 months to 31-Dec-14 £'000
Loss for the year	(34)	(76)	(118)
Loss for the purpose of basic earnings per share	(34)	(76)	(118)
Number of shares
Weighted average number of ordinary shares in issue during the year	240,915,896	172,688,585	207,177,116
Effect of dilutive options	-	-	-
Effect of dilutive long-term incentive plan	-	-	-
Effect of dilutive deferred consideration	-	-	-
Effect of shares held in treasury	-	-	-
Diluted weighted average number of ordinary shares in issue during the year	240,915,896	172,688,585	207,177,116
(Loss)/profit/earnings per share
Basic (loss)/profit/earnings per share (pence)	(0.01)	(0.04)	(0.1)

3.        Investments at fair value through profit & loss

For the period ended 30 June 2015 - Unaudited

	Level 1 £'000	Level 2 £'000	Level 3 £'000	Total £'000
Opening cost	-	-	-	-
Additions at cost - cash	-	-	-	-
Additions at cost - in specie	-	-	-	-
Closing portfolio cost	-	-	-	-
Net unrealised (loss)/gain on investments	-	-		-
Closing valuation	-	-	-	-
Net unrealised (loss)/gain on investments	-	-	-	-
Net capital (loss)/gain on fair value of financial assets designated at fair value through profit or loss	-	-	-	-
Investment income	-	-	-	-
Total (losses)/gains on Financial Assets at fair value through profit or loss	-	-	-	-

For the period ended 31 June 2014 - unaudited

	Level 1 £'000	Level 2 £'000	Level 3 £'000	Total £'000
Opening cost	-	-	-	-
Additions at cost - cash	610	-	-	610
Additions at cost - in specie	-	-	-	-
Closing portfolio cost	610	-	-	610
Net unrealised (loss)/gain on investments	(4)	-		(4)
Closing valuation	606	-	-	606
Net unrealised (loss)/gain on investments	(4)	-	-	(4)
Net capital (loss)/gain on fair value of financial assets designated at fair value through profit or loss	(4)	-	-	(4)
Investment income	-	-	-	-
Total (losses)/gains on Financial Assets at fair value through profit or loss	(4)	-	-	(4)

4.    Investments held at cost

		Unaudited	Unaudited	Audited
		30-Jun-15 £'000	30-Jun-14 £'000	31-Dec-14 £'000
Opening cost		200	-	-
Additions at cost - cash		-	50	50
Additions at cost - in specie		-	150	150
Closing cost		200	200	200

5.    Called up share capital

	30-Jun-15 No. shares	30-Jun-14 No. shares	31-Dec-14 No. shares
Ordinary shares
Opening ordinary shares of 0.10 pence each	170,915,896	170,915,896	170,915,896
Issue of new ordinary shares of 0.10 pence each	70,000,000	70,000,000	70,000,000
Closing ordinary shares of 0.10 pence each	240,915,896	240,915,896	240,915,896
"A" Deferred Share
Opening "A" Deferred Share of 1.65 pence each	6,915,896	6,915,896	6,915,896
Capital reorganisation and consolidation	-	-	-
Closing "A" Deferred Share of 1.65 pence each	6,915,896	6,915,896	6,915,896
	30-Jun-15 £'000	30-Jun-14 £'000	31-Dec-14 £'000
Ordinary shares
Opening ordinary shares of 0.10 pence each	171	171	171
Issue of new ordinary shares of 0.10 pence each	70	70	70
Closing ordinary shares of 0.10 pence each	241	241	241
"A" Deferred Share
Opening "A" Deferred Share of 1.65 pence each	114	114	114
Capital reorganisation and consolidation	-	-	-
Closing "A" Deferred Share of 1.65 pence each	114	114	114

At 30 June 2015 no share options were outstanding (2014: nil).

On 23 June 2014, the Company issued 65,000,000 new ordinary shares of 0.1p each at a price of 0.5p per share raising £325,000 in funds to make investments in accordance with the Company's investing policy and for working capital purposes.

On 23 June 2014, the Company issued 5,000,000 new ordinary shares of 0.1p each at a deemed price of 3p per share to Mogul, as part of the consideration for the acquisition of 1,480,000 shares in Mogul.

6.    Borrowings

In June 2014 the Company entered into a stock margin service financing facility with Barclays Bank Plc to provide a facility with an initial drawdown of circa £400,000 to support the Company's listed investment programme. The initial term of the facility was 12 months, with interest payable quarterly at the TM (TomNext) rate applicable to low-volatility currency plus 1.35 per cent.  The facility was repayable in whole or part without penalty prior to the expiry of the term.  The facility was repaid following the divesture of the Company's investments in listed securities in the third quarter of 2014.

7.    Events after the reporting period

On 18 September 2015 the Company announced the placement of 40,000,000 new Ordinary Shares of 0.1p each in the Company at a price of 0.5p per share, to raise £200,000 for working capital purposes. 

8.    General Information

Reabold Resources Plc is a company registered in England and Wales under the Companies Act. Registered in England number 3542727 at 200 Strand, London WC2R 1DJ. The principal activity of the Company is that of an investing company in accordance with the AIM Rules for Companies.

9.    Availability of this announcement

Copies of this announcement are available from the Company's website www.reabold.com.

 

END

 

 

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