RED ROCK RESOURCES PLC
INTERIM REPORT FOR PERIOD ENDED 31 DECEMBER 2012
28 March 2013 |
Red Rock Resources plc ("Red Rock" or the "Company") the mineral exploration and development company focused on iron ore and manganese, and gold, and operating in Greenland, Colombia, and East Africa, announces its unaudited half-yearly results for the six months ended 31 December 2012. |
Chairman's statement |
Dear Shareholders
We present the Company's interim report for the six months to 31 December 2012.
This was a six month period that saw a number of milestones reached in the Company's projects. In Greenland, a drill campaign in our second season as operators led to the early declaration of an iron ore mineral resource and the definition of further exploration targets. In Kenya, where we are also operators at the Migori project, a mineral resource of 29.4 million tons at 1.26 grams per ton, based on a cut-off grade of 0.5 grams per ton, was declared. We also in Kenya submitted a mineral lease application with a preliminary feasibility study for the Macalder tailings near Migori, and we identified some new exploration targets along the Migori belt. Jupiter Mines Ltd ("Jupiter"), which our joint venture with Pallinghurst helped relaunch and in which we still hold 60,200,832 shares (2.6 per cent of issued share capital), brought into production the Tshipi Borwa mine in South Africa, a large and long life open pit manganese mine. We received and accepted offers, still under way, for American Gold Mines Ltd, through which we hold a majority shareholding in an operating gold mine in Colombia, and for 51 per cent of NAMA Greenland Ltd, owner of the Greenland licenses we operate, in which we hold a 60 per cent interest.
This is a record of achievement that, while recognised by many investors, was not reflected in the share price of the Company, and this reflected three factors. The first and most significant was the general malaise in the sector of the market in which we operate; the second was the disappointment of earlier hopes that Colombian gold mining was going to become a growth point for Red Rock; the third was a declining Jupiter share price that, combined with slow progress of announced sales, made it appear prudent for us to finance through market issues of new shares and begin to de-gear our balance sheet. This last was disappointing to us, as for six months to August we had not been to the market to issue shares, and had hoped that a speedy sale of the Colombian interests and other measures would make it no longer necessary for us to do so.
The decline in the value of our Jupiter holding over time deserves note. At 31 December 2010 the Jupiter share price was AUD0.765, at 31 December 2011 it was AUD0.27, and at 31 December 2012 it was AUD0.095. As a result principally of the decline in the Jupiter price, available for sale financial assets in Red Rock declined from £46,207,258 at the end of 2010 to £14,703,416 at the end of 2011 and £4,620,412 at the end of 2012. This is a serious diminution in value of a core asset, and in consequence we took an impairment charge of £11,057,046 on our Jupiter holding at 31 December 2012, resulting in a post-tax loss of £13,406,322. The current market value of Jupiter Mines Ltd on the Australian Stock Exchange is some AUD200m, with AUD75m of net cash held, so that a negligible value appears to be attributed to its half share in one of the world's major open pit manganese mines which has now been successfully brought into production. It is to be hoped that in the coming period Jupiter will do a better job of getting its message across.
Other factors in the loss for the period were losses on the disposal of 14 million Jupiter shares during the period at AUD0.11 per share, and £308,750 of accounting losses on readjustment of a swap price that are included in fundraising costs.
In the current period, we have been progressing the sale of 51% of our interest in NAMA Greenland Ltd, the completion of which would bring significant liquidity to our balance sheet. The Cyprus banking crisis has created an unexpected delay, but our prospective joint venture partners and Red Rock are working towards an early conclusion, at the same time as beginning to plan the 2013 exploration programme. We have gradually improved the plant and operations of our Colombian mine, while waiting for the purchasers of that asset to be ready to proceed. In Kenya our partner Mid Migori Mining was exonerated of allegations made against it; the Ministry of Environment and Mineral Resources also noting that Red Rock had been financing operations since 2010 and had registered significant progress. We believe that our performance and attitude makes us a valued and respected member of the mining community in Kenya, and we are now able to resume our efforts to rationalise the holding structure of our Kenyan assets in order to accelerate the pace of exploration and development.
The future will continue to have challenges, but we have shown our ability to function in all weathers, and will continue to apply professionalism, discipline and resolve to the licenses we explore and the projects we take on.
|
Andrew Bell |
Executive Chairman |
28 March 2013 |
Consolidated statement of financial position
as at 31 December 2012
|
Notes |
31 December 2012 |
|
31 December 2011 |
|
30 June 2012 |
|
30 June 2011 |
|
|
Unaudited £ |
|
Unaudited £ |
|
Audited £ |
|
Audited £ |
|
|
|
|
As restated |
|
|
|
As restated |
ASSETS |
|
|
|
|
|
|
|
|
Non current assets |
|
|
|
|
|
|
|
|
Property plant and equipment |
|
28,398 |
|
13,059,824 |
|
38,240 |
|
13,327,546 |
Investments in associates and joint ventures |
|
3,618,477 |
|
815,616 |
|
4,496,053 |
|
975,732 |
Available for sale financial assets |
6 |
4,620,412 |
|
14,703,416 |
|
8,809,866 |
|
24,472,120 |
Non-current receivables |
|
6,322,253 |
|
4,980,327 |
|
5,905,944 |
|
2,927,277 |
Other financial assets |
|
48,192 |
|
1,386,819 |
|
150,413 |
|
4,095,696 |
Deferred tax assets |
|
- |
|
- |
|
153,098 |
|
--- |
Exploration assets |
|
- |
|
1,263,399 |
|
- |
|
501,062 |
Total non current assets |
|
14,637,732 |
|
36,209,401 |
|
19,553,614 |
|
46,299,433 |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
1,457,888 |
|
58,964 |
|
347,925 |
|
268,788 |
Trade and other receivables |
|
1,322,161 |
|
4,177,635 |
|
1,628,900 |
|
3,730,906 |
Inventories |
|
- |
|
115,496 |
|
- |
|
- |
Current tax receivable |
|
- |
|
- |
|
219,484 |
|
- |
Total current assets |
|
2,780,049 |
|
4,352,095 |
|
2,196,309 |
|
3,999,694 |
Assets classified as held for sale |
5 |
18,671,751 |
|
- |
|
15,387,802 |
|
- |
TOTAL ASSETS |
|
36,089,532 |
|
40,561,496 |
|
37,137,725 |
|
50,299,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
Equity attributable to owners of the parent |
|
|
|
|
|
|
|
|
Called up share capital |
7 |
1,086,742 |
|
738,658 |
|
884,150 |
|
723,983 |
Share premium account |
|
19,303,892 |
|
13,441,921 |
|
16,938,435 |
|
13,041,125 |
Other reserves |
|
(59,426) |
|
(3,915,375) |
|
(7,872,920) |
|
2,751,616 |
Retained earnings |
|
(1,401,108) |
|
10,604,577 |
|
11,892,745 |
|
13,988,004 |
|
|
18,930,100 |
|
20,869,781 |
|
21,842,410 |
|
30,504,728 |
|
|
|
|
|
|
|
|
|
Non controlling interest |
|
2,667,468 |
|
2,651,171 |
|
2,559,410 |
|
2,339,130 |
Total equity |
|
21,597,568 |
|
23,520,952 |
|
24,401,820 |
|
32,843,858 |
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Trade and other payables |
|
2,656,525 |
|
3,588,577 |
|
1,167,969 |
|
4,032,785 |
Short term borrowings |
|
3,953,253 |
|
3,164,736 |
|
1,209,730 |
|
1,750,450 |
Current tax liabilities |
|
- |
|
113,102 |
|
- |
|
84,085 |
Total current liabilities |
|
6,609,778 |
|
6,866,415 |
|
2,377,699 |
|
5,867,320 |
Liabilities directly associated with assets classified as held for sale |
5 |
7,882,186 |
|
- |
|
8,065,206 |
|
- |
Non current liabilities |
|
|
|
|
|
|
|
|
Long-term borrowings |
|
- |
|
4,557,919 |
|
2,293,000 |
|
2,817,500 |
Deferred tax liabilities |
|
- |
|
5,616,210 |
|
- |
|
8,770,449 |
Total non current liabilities |
|
- |
|
10,174,129 |
|
2,293,000 |
|
11,587,949 |
|
|
|
|
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
36,089,532 |
|
40,561,496 |
|
37,137,725 |
|
50,299,127 |
|
|
|
|
|
|
|
|
|
The accompanying notes form an integral part of these financial statements.
Consolidated statement of income
for the period ended 31 December 2012
|
Notes |
6 months to 31 December 2012 |
|
6 months to 31 December 2011* |
|
|
|
Unaudited £ |
|
Unaudited £ |
|
|
|
|
|
|
|
Revenue |
|
- |
|
- |
|
|
|
|
|
|
|
Loss on sale of investments |
|
(2,423,140) |
|
(22,343) |
|
Administrative expenses |
|
(849,316) |
|
(764,845) |
|
Fundraising costs |
|
(536,769) |
|
(50,809) |
|
Exploration expenses |
|
(120,794) |
|
(175,515) |
|
Financial assets at fair value through profit and loss |
|
(102,221) |
|
(2,708,877) |
|
Share of losses of associates and joint ventures |
|
(280,316) |
|
(160,116) |
|
Gain on dilution of interest in associate |
|
637 |
|
- |
|
Impairment of available-for-sale investments |
|
(11,134,179) |
|
(501,847) |
|
Impairment of exploration assets |
|
- |
|
(29,030) |
|
Foreign exchange (loss)/gain |
|
(80,107) |
|
125,628 |
|
Finance costs, net |
|
(66,045) |
|
(186,066) |
|
Loss for the period before taxation from continuing operations |
|
(15,592,250) |
|
(4,473,820) |
|
|
|
|
|
|
|
Tax credit |
|
2,185,928 |
|
637,245 |
|
|
|
|
|
|
|
Loss for the period after taxation from continuing operations |
|
(13,406,322) |
|
(3,836,575) |
|
|
|
|
|
|
|
Discontinued operations |
|
|
|
|
|
Profit after tax for the period from discontinued operations |
|
220,527 |
|
742,872 |
|
|
|
|
|
|
|
Loss for the period |
|
(13,185,795) |
|
(3,093,703) |
|
|
|
|
|
|
|
(Loss)/profit for the period attributable to: |
|
|
|
|
|
Equity holders of the parent |
|
(13,293,853) |
|
(3,405,744) |
|
Non controlling interest |
|
108,058 |
|
312,041 |
|
|
|
(13,185,795) |
|
(3,093,703) |
|
|
|
|
|
|
|
Loss per share |
|
|
|
|
|
Loss per share - basic |
3 |
(1.39) pence |
|
(0.47) pence |
|
Loss per share - diluted |
3 |
- |
|
- |
|
* Certain amounts shown here do not correspond to the 2011 interim financial statements to re-present results of discontinued operations as detailed in Note 5.
The accompanying notes form an integral part of these financial statements.
Consolidated statement of comprehensive income
for the period ended 31 December 2012
|
|
6 months to 31 December 2012 |
|
6 months to 31 December 2011 |
|
|
Unaudited £ |
|
Unaudited £ |
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
(13,185,795) |
|
(3,093,703) |
Revaluation of available for sale investments |
|
(233,014) |
|
(9,272,849) |
Revaluation reserve transferred to the income statement on impairment of available for sale investments |
|
10,402,224 |
|
- |
Deferred taxation on revaluation of available for sale investments |
|
(2,338,918) |
|
2,410,941 |
Unrealised foreign currency (loss)/gain arising upon retranslation of foreign operations |
|
(16,798) |
|
130,793 |
Total comprehensive loss for the period |
|
(5,372,301) |
|
(9,824,818) |
|
|
|
|
|
|
|
|
|
|
Total comprehensive (loss)/income for the period attributable to: |
|
|
|
|
Equity holders of the parent |
|
(5,480,359) |
|
(10,136,859) |
Non controlling interest |
|
108,058 |
|
312,041 |
|
|
(5,372,301) |
|
(9,824,818) |
|
|
|
|
|
The accompanying notes form an integral part of these financial statements.
Consolidated statement of changes in equity
for the period ended 31 December 2012
The movements in equity during the period were as follows:
|
Share capital |
Share premium account |
Retained earnings |
Non controlling interest |
Other reserves |
Total equity |
Unaudited |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
As at 30 June 2011 |
723,983 |
13,041,125 |
13,988,004 |
2,339,130 |
2,751,616 |
32,843,858 |
Changes in equity for 2011 |
|
|
|
|
|
|
Total comprehensive (loss)/income for the period |
- |
- |
(3,405,744) |
312,041 |
(6,731,115) |
(9,824,818) |
Transactions with owners |
|
|
|
|
|
|
Issue of shares |
14,675 |
588,575 |
- |
- |
- |
603,250 |
Share issue and fundraising costs |
- |
(187,779) |
- |
- |
- |
(187,779) |
Share based payments charge |
- |
- |
- |
- |
86,441 |
86,441 |
Share based payments transfer |
- |
- |
22,317 |
- |
(22,317) |
- |
Total Transactions with owners |
14,675 |
400,796 |
22,317 |
- |
64,124 |
501,912 |
As at 31 December 2011 |
738,658 |
13,441,921 |
10,604,577 |
2,651,171 |
(3,915,375) |
23,520,952 |
|
|
|
|
|
|
|
As at 30 June 2012 |
884,150 |
16,938,435 |
11,892,745 |
2,559,410 |
(7,872,920) |
24,401,820 |
Changes in equity for 2012 |
|
|
|
|
|
|
Total comprehensive (loss)/income for the period |
- |
- |
(13,293,853) |
108,058 |
7,813,494 |
(5,372,301) |
Transactions with owners |
|
|
|
|
|
|
Issue of shares |
202,592 |
2,531,908 |
- |
- |
- |
2,734,500 |
Share issue and fundraising costs |
- |
(166,451) |
- |
- |
- |
(166,451) |
Total Transactions with owners |
202,592 |
2,365,457 |
- |
- |
- |
2,568,049 |
As at 31 December 2012 |
1,086,742 |
19,303,892 |
(1,401,108) |
2,667,468 |
(59,426) |
21,597,568 |
|
Available for sale trade investments reserve |
Associate investments reserve |
Foreign currency translation reserve |
Share based payment reserve |
Total other reserves |
Unaudited |
£ |
£ |
£ |
£ |
£ |
As at 30 June 2011 |
2,667,162 |
(126,226) |
(56,367) |
267,047 |
2,751,616 |
Changes in equity for 2011 |
|
|
|
|
|
Total comprehensive (loss)/income for the period |
(6,861,908) |
- |
130,793 |
- |
(6,731,115) |
Transactions with owners |
|
|
|
|
|
Share based payments charge |
- |
- |
- |
86,441 |
86,441 |
Share based payments transfer |
- |
- |
- |
(22,317) |
(22,317) |
As at 31 December 2011 |
(4,194,746) |
(126,226) |
74,426 |
331,171 |
(3,915,375) |
|
|
|
|
|
|
As at 30 June 2012 |
(8,056,820) |
(126,226) |
26,548 |
283,578 |
(7,872,920) |
Changes in equity for 2012 |
|
|
|
|
|
Total comprehensive income/(loss) for the period |
7,830,292 |
- |
(16,798) |
- |
7,813,494 |
As at 31 December 2012 |
(226,528) |
(126,226) |
9,750 |
283,578 |
(59,426) |
|
|
|
|
|
|
Consolidated statement of cash flows
for the period ended 31 December 2012
|
Notes |
6 months to 31 December 2012 |
|
6 months to 31 December 2011 |
|
|
Unaudited £ |
|
Unaudited £ As restated |
Cash flows from operating activities |
|
|
|
|
Loss before tax from continuing operations |
|
(15,592,250) |
|
(4,473,820) |
Profit before tax from discontinued operations |
|
220,527 |
|
666,116 |
Loss before taxation |
|
(15,371,723) |
|
(3,807,704) |
Decrease/(increase) in receivables |
|
19,095 |
|
(2,499,779) |
Increase/(decrease) in payables |
|
1,434,372 |
|
(444,207) |
Increase in inventories |
|
- |
|
(115,496) |
Share of losses in associates and joint ventures |
|
280,316 |
|
160,116 |
Interest receivable |
|
(153,953) |
|
(208,273) |
Interest payable |
|
202,014 |
|
212,820 |
Share based payments |
|
72,000 |
|
86,441 |
Currency adjustments |
|
(88,407) |
|
209,842 |
Impairment of available-for-sale investments |
|
11,134,179 |
|
501,847 |
Gain on dilution of interest in associates |
|
(637) |
|
- |
Loss on sale of investments |
|
2,423,140 |
|
22,343 |
Financial assets at fair value through profit and loss |
|
102,221 |
|
2,708,877 |
Depreciation |
|
9,839 |
|
352,801 |
Exploration properties written-off |
|
- |
|
(2,342) |
Income taxes reclaimed/(paid) |
|
219,592 |
|
(281) |
Net cash inflow/(outflow) from operations |
|
282,048 |
|
(2,822,995) |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Interest received |
|
153,953 |
|
208,273 |
Proceeds of sale of investments |
|
1,001,346 |
|
160,005 |
Payments to acquire associate company and joint venture investments |
|
(2,690,484) |
|
- |
Payments to acquire available for sale investments |
|
(200,000) |
|
(188,340) |
Exploration expenditure |
|
- |
|
(762,336) |
Payments to acquire property plant and equipment |
|
- |
|
(130,887) |
Net cash outflow from investing activities |
|
(1,735,185) |
|
(713,285) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from issue of shares |
|
2,492,500 |
|
603,250 |
Transaction costs of issue of shares |
|
(166,451) |
|
(187,779) |
Interest paid |
|
(202,014) |
|
(212,820) |
Proceeds of new borrowings |
|
898,025 |
|
3,934,775 |
Repayments of borrowings |
|
(454,047) |
|
(810,970) |
Net cash inflow from financing activities |
|
2,568,013 |
|
3,326,456 |
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
1,114,876 |
|
(209,824) |
|
|
|
|
|
Cash and cash equivalents at the beginning of period |
|
352,838 |
|
268,788 |
Cash and cash equivalents at end of period |
|
1,467,714 |
|
58,964 |
|
|
|
|
|
Cash and cash equivalents |
|
1,457,888 |
|
58,964 |
Cash and cash equivalents attributable to a discontinued operation |
5 |
9,826 |
|
- |
|
|
1,467,714 |
|
58,964 |
Half-yearly report notes
for the period ended 31 December 2012
1 |
Company and group |
|
As at 30 June 2012 and 31 December 2012 the Company had one or more operating subsidiaries and has therefore prepared full and interim consolidated financial statements respectively. |
|
The Company will report again for the year ending 30 June 2013.
The financial information contained in this half yearly report does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. The financial information for the year ended 30 June 2012 has been extracted from the statutory accounts for the Group for that year. Statutory accounts for the year ended 30 June 2012, upon which the auditors gave an unqualified audit report which did not contain a statement under Section 498(2) or (3) of the Companies Act 2006, have been filed with the Registrar of Companies. |
2 |
Accounting Polices |
|
Basis of preparation |
|
The consolidated interim financial information has been prepared in accordance with IAS 34 'Interim Financial Reporting.' The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 30 June 2012, which have been prepared in accordance with IFRS. |
3 |
Earnings per share |
|
The following reflects the (loss)/profit and share data used in the basic and diluted earnings per share computations: |
|
|
6 months to 31 December 2012 |
|
6 months to 31 December 2011 |
|
|
Unaudited £ |
|
Unaudited £ |
|
|
|
|
As restated |
|
Loss attributable to equity holders of the parent company from continuing operations |
(13,406,322) |
|
(3,836,575) |
|
Profit attributable to equity holders of the parent company from discontinued operations |
112,469 |
|
430,831 |
|
Loss attributable to equity holders of the parent company |
(13,293,853) |
|
(3,405,744) |
|
|
|
|
|
|
Weighted average number of Ordinary shares of £0.001 in issue |
954,337,318 |
|
726,477,115 |
|
Loss per share - basic |
(1.39) pence |
|
(0.47) pence |
|
|
|
|
|
|
Weighted average number of Ordinary shares of £0.001 in issue inclusive of outstanding options |
- |
|
- |
|
Loss per share - fully diluted |
- |
|
- |
|
|
|
|
|
|
The weighted average number of shares issued for the purposes of calculating diluted earnings per share reconciles to the number used to calculate basic earnings per share as follows: |
|||
|
|
2012 |
|
2011 |
|
|
Number |
|
Number |
|
|
|
|
|
|
Earnings per share denominator |
954,337,318 |
|
726,477,115 |
|
Weighted average number of exercisable share options |
- |
|
15,941,925 |
|
Diluted earnings per share denominator |
954,337,318 |
|
742,419,040 |
|
|
|||
|
The Group's weighted average share options are non-dilutive because the options are not likely to be exercised given the weighted average exercise price is higher than average market price and because their conversion to Ordinary shares would decrease loss per share. |
4 |
Segmental analysis |
|
|
Jupiter Mines Limited |
Ascot Mining plc |
Other investments |
Australian exploration |
Colombian mining |
African exploration |
Corporate and unallocated |
Total |
|
For the 6 month period to 31 December 2012 |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
Total segment external revenue |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
Result |
|
|
|
|
|
|
|
|
|
Segment results |
(13,480,186) |
(166,834) |
(292,199) |
(7,314) |
(112,184) |
(2,749) |
(1,464,739) |
(15,526,205) |
|
Loss from continuing operations before tax and finance costs |
|
|
|
|
|
|
|
(15,526,205) |
|
|
|
|
|
|
|
|
|
|
|
Interest receivable |
|
|
|
|
|
|
|
153,953 |
|
Interest payable |
|
|
|
|
|
|
|
(202,014) |
|
Finance costs |
|
|
|
|
|
|
|
(17,984) |
|
Loss from continuing operations before tax |
|
|
|
|
|
|
|
(15,592,250) |
|
|
|
|
|
|
|
|
|
|
|
Taxation credit |
|
|
|
|
|
|
|
2,185,928 |
|
Loss from continuing operations for the period |
|
|
|
|
|
|
|
(13,406,322) |
|
|
Jupiter Mines Limited |
Ascot Mining plc |
Other investments |
Australian exploration |
Colombian mining |
African exploration |
Corporate and unallocated |
Total |
|
For the 6 month period to 31 December 2011* |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
Total segment external revenue |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
Result |
|
|
|
|
|
|
|
|
|
Segment results |
- |
(3,045,842) |
(187,225) |
(177,265) |
(174,289) |
(22,741) |
(680,392) |
(4,287,754) |
|
Loss from continuing operations before tax |
|
|
|
|
|
|
|
(4,287,754) |
|
|
|
|
|
|
|
|
|
|
|
Interest receivable |
|
|
|
|
|
|
|
208,189 |
|
Interest payable |
|
|
|
|
|
|
|
(127,819) |
|
Finance costs |
|
|
|
|
|
|
|
(266,436) |
|
Loss before taxation |
|
|
|
|
|
|
|
(4,473,820) |
|
|
|
|
|
|
|
|
|
|
|
Taxation credit |
|
|
|
|
|
|
|
637,245 |
|
Loss from continuing operations for the period |
|
|
|
|
|
|
|
(3,836,575) |
|
* Certain amounts shown here do not correspond to the 2011 interim financial statements to re-present results of discontinued operations as detailed in Note 5.
A measure of total asset and liabilities for each segment is not readily available and so this information has not been presented. |
5 |
Discontinued operations |
|
On 17 July 2012, the Group publicly announced the proposed disposal of interest in Four Points Mining SAS ("FPM"). The Company received a proposal from Ashmont Resources Corporation ("Ashmont"), a private Canadian company, in May 2012 to acquire the Company's wholly owned subsidiary, American Gold Mines Ltd, which holds a 50.002% interest in FPM. The principles of an offer were accepted and due diligence started in June 2012. On 16 July 2012, a Letter of Intent which set out the basic terms and conditions on which the parties were willing to negotiate and enter into a definitive agreement, subject to due diligence and adjustment, was accepted by the Company and the other shareholders of FPM. FPM represents the Company's Colombian mining segment. The due diligence stage has been completed during August and September 2012, and the parties continue to discuss progress towards a definitive agreement. As at 31 December 2012, FPM continues to be a disposal group held for sale and its results are presented as a discontinued operation. The results of FPM for the period are as follows: |
|
|
31 December |
31 December |
|
|
2012 |
2011 |
|
|
£ |
£ |
Revenue |
|
1,501,024 |
2,997,634 |
Cost of sales |
|
(1,062,243) |
(1,330,755) |
Gross profit |
|
438,781 |
1,666,879 |
Expenses |
|
(104,602) |
(915,846) |
Finance costs |
|
(113,652) |
(84,917) |
Profit before tax from a discontinued operation |
|
220,527 |
666,116 |
Tax credit |
|
- |
76,756 |
Profit after tax from a discontinued operation |
|
220,527 |
742,872 |
Profit from a discontinued operation attributable to: |
|
|
|
Owners of the parent |
|
112,469 |
430,831 |
Non-controlling interest |
|
108,058 |
312,041 |
|
|
220,527 |
742,872 |
Earnings per share attributable to owners of the parent: |
|
|
|
Basic |
3 |
0.01 pence |
0.06 pence |
Diluted |
3 |
0.01 pence |
0.06 pence |
Further, on 28 November 2012 the Company announced that it had received an offer (subject to due diligence and contract, and any necessary Red Rock shareholder consent) from International Media Projects Ltd., a private British Virgin Island based company, on behalf of its industrial partner, to acquire 51% of the outstanding share capital of the Company's joint venture, NAMA Greenland Ltd ("NGL"), which holds direct ownership of the Melville Bugt Iron Ore Project in Greenland ("Offer"). The Offer letter was accepted by Red Rock on 27 November 2012. A condition precedent of the Offer requires the Company to announce a mineral resource estimate upon completion of the Project's 2012 exploration programme for the Company to be issued an additional 35% of NGL to bring its total holding to 60%. On 19 December 2012, the Company announced a JORC Mineral Resource Estimate on the Project, satisfying the terms of its farm-in and earning the additional 35% shares in NGL.
Having met the criteria of an asset held for sale and taking into consideration the principles of the amended IAS 28 in applying the appropriate accounting policy, the Company applied IFRS 5 to the portion of its investment in the joint venture under offer. Hence, 51% of the cost of the Company's investment in NGL (£3,288,380) has been reclassified as an asset held for sale as at 31 December 2012.
The Company received its additional 35% shareholding in NGL in February 2013 bringing its interest up to 60%. The Company has also been advised that technical due diligence has been completed satisfactorily and that transaction documentation is in the process of being finalised.
The major classes of assets and liabilities classified as held for sale are as follows:
|
|
31 December |
30 June |
|
|
|
2012 |
2012 |
|
Group |
|
£ |
£ |
|
Assets |
|
|
|
|
Property, plant and equipment |
|
13,031,839 |
13,082,517 |
|
Investment in joint venture |
|
3,288,380 |
- |
|
Inventory |
|
79,198 |
90,596 |
|
Trade and other receivables |
|
2,262,508 |
2,209,776 |
|
Cash and cash equivalents |
|
9,826 |
4,913 |
|
Assets classified as held for sale |
|
18,671,751 |
15,387,802 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Trade and other payables |
|
(1,284,682) |
(1,338,866) |
|
Long-term borrowings |
|
(3,221,395) |
(3,350,231) |
|
Deferred tax liabilities |
|
(3,376,109) |
(3,376,109) |
|
Liabilities directly associated with assets classified as held for sale |
|
(7,882,186) |
(8,065,206) |
|
Net assets classified as held for sale |
|
10,789,565 |
7,322,596 |
|
Non-controlling interest directly associated with disposal group held for sale |
|
(2,667,468) |
(2,559,410) |
|
Net assets classified as held for sale attributable to owners of the parent |
|
8,122,097 |
4,763,186 |
|
6 |
Available for sale financial assets |
|
|
31 December 2012 £ |
31 December 2011 £ |
|
At 1 July |
8,809,867 |
24,472,120 |
|
Additions |
200,000 |
188,340 |
|
Disposals |
(3,424,486) |
(182,348) |
|
Revaluation adjustment |
10,169,210 |
(9,272,849) |
|
Impairment |
(11,134,179) |
(501,847) |
|
At 31 December |
4,620,412 |
14,703,416 |
7 |
Share Capital of the company |
|
The authorised share capital and the called up and fully paid amounts were as follows: |
|
Authorised |
Number |
|
Nominal £ |
|
At incorporation on 8 September 2004 and as at 31 December 2012, Ordinary shares of £0.001 each |
10,000,000,000 |
|
10,000,000 |
|
|
|
|
|
|
Called up, allotted and fully paid during the period |
|
|
|
|
As at 30 June 2012 |
884,149,814 |
|
884,150 |
|
|
|
|
|
|
Issued 8 August 2012 at 1.9 pence per share |
3,789,456 |
|
3,789 |
|
Issued 24 August 2012 at 2 pence per share |
39,375,000 |
|
39,375 |
|
Issued 19 September 2012 at 1.7 pence per share |
38,823,530 |
|
38,824 |
|
Issued 21 November 2012 at 1 pence per share |
60,000,000 |
|
60,000 |
|
Issued 17 December 2012 at 1 pence per share |
50,000,000 |
|
50,000 |
|
Issued 20 December 2012 at 1.0845 pence per share |
10,603,964 |
|
10,604 |
|
|
|
|
|
|
As at 31 December 2012 |
1,086,741,764 |
|
1,086,742 |
|
|
|
|
|
8 |
Capital Management |
|
Management controls the capital of the group in order to control risks, provide the shareholders with adequate returns and ensure that the group can fund its operations and continue as a going concern.
The Group's debt and capital includes ordinary share capital and financial liabilities, supported by financial assets.
There are no externally imposed capital requirements.
Management effectively manages the group's capital by assessing the group's financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Group since the prior period. |
9 Subsequent events
· On 11 January 2013, the Company announced the application to the London Stock Exchange for the admission of 10,000,000 new ordinary shares of 0.1p each, representing the second tranche of the 60,000,000 share placing announced in December 2012. This second tranche representing £100,000 in value was transferred directly to loan note holders in satisfaction in order to retire part of the Company's outstanding loan. Investors who participated in the placing were given 1/3rd of a warrant for each ordinary share entitling the warrant holders to subscribe for a maximum of 20,000,000 ordinary shares at an exercise price of 1.5 pence over a subscription period of eighteen months.
· On 29 January 2013, the Company announced the grant of 39,000,000 options over 39,000,0000 ordinary shares of £0.001 in the capital of the Company to Directors and key employees of the Company. 22,000,000 options were granted to the Directors and 17,000,000 options are to be granted at the Board's discretion to key staff and project managers. The options can be exercised for prices between £0.02 and £0.05 with expirations between 1 June 2016 and 1 June 2019.
· On 1 February 2013, the Company announced the issuance of 58,532,490 new ordinary shares at an average price representing £0.010422 for a total consideration of £610,000 excluding fees.
· On 11 March 2013, the Company announced the issuance of 26,388,009 new ordinary shares at £ 0.9474 per share for a total consideration of £250,000.