African Consolidated Resources plc / Ticker: AFCR / Index: AIM / Sector: Mining
5 September 2013
African Consolidated Resources plc ('the Company')
Final Results
African Consolidated Resources plc, the AIM listed resource and development company, is pleased to announce its final results for the year ended 31 March 2013.
Financial Highlights for the year
Loss of $11.02m to 31 March 2013 as exploration programmes continue (2012: $4.56 m)
$16.1m cash received through private placement of 323m shares 2013 (2012 - $7.3m cash received through private placement of 78m shares)
Cash balance of $6.6m at 1 August 2013
Anticipate monetization of operational headquarters in Harare to provide additional working capital
Additional fundraising required before June 2014. Any such funding may be in the form of equity and/or debt, and sources of funding to minimise recourse to shareholders are in advanced stages.
Mining in the near future
At Pickstone Peerless, a maiden mineral Reserve estimate of 136,000 ounces @ 2.06 g/t based on a gold price of $1,500/oz and a cut-off grade of 0.4g/t. This maiden Reserve represents only 17% of the mining inventory reported in the Preliminary Economic Assessment ("PEA") in December 2012.
EBIDA after tax of $25m after 3 years of operation and of $54.8m after 6 years of operation and a project valuation of $17.7m on a discount rate of 10%. These are based on an average gold price of $1,250 in 2014, $1,350 in 2015 and $1,500 per ounce thereafter.
2013 Competent Persons Report ("CPR") confirms the previous estimate (Sept 2012) with minor modifications, being a gold resource of 40 million tonnes grading at 2.5 g/t and containing 3.2 million ounces of gold.
Updated net funding requirement of $15.7m as at 30 June 2013 reflects the introduction of a four month pre-production ore stockpile in order to improve the grade of ore reporting to the processing plant.
Exploration Highlights
The Group total gold resources now stand at 66 Mt at 2.0 g/t for 4.3 Moz, from our Midlands gold projects at Pickstone Peerless and Gadzema.
Major gold upgrade at Pickstone Peerless derived from digitising and 3D-modelling the historic Rio Tinto underground Pickstone Peerless mine data which extends to 750m below surface at Pickstone, and to about 350m at Peerless. Resources here now stand at 37Mt @ 2.7 g/t for 3.2Moz as reported Sept 2012.
Gadzema Gold project - an incremental Resource upgrade from drilling at Blue Rock, and from vibracore drilling of the Giant mine dump, has added approximately 60,000 oz to the inventory for a total of 29Moz @ 1.2 g/t for 1.09Moz.
A Preliminary Economic Study (PEA) over the Pickstone Mine trend (Dec 2012) confirmed early indications of a high grade open pit able to produce at a rate of 50, 000 tonnes per month and a mined grade of 4.6 g/t by applying a mining cut-off of 2.0 g/t. At this cut-off grade the open pit would produce an estimated 720,000 gold ounces over a life of mine of 10 years.
Trial mining has now been completed on the well-defined Peerless oxide cap. Also completed is the Definitive Feasibility Study on a 20,000 tonne per month Phase 1 open pit operation over both Pickstone and Peerless. A Prefeasibility Study is also underway on the 50,000 tonne per month Phase 2 open pit operation - together with an underground mining concept study which is expected to be completed late 2013.
A Definitive Feasibility Study is already in place for the sulphide dump at Pickstone, however this is metallurgically more complex than the proposed open pits at Pickstone and at Peerless, and in view of the greatly expanded hardrock Resource base it has been deemed prudent to defer exploitation of this until after the open pits are in production.
In NE Zambia, over-pegging of the Nkombwa Hill carbonatite project delayed work to test highly encouraging Rare Earth values from surface sampling of three target zones identified by mapping and heli-borne geophysics. However in Jan 2013 the Ministry of Mines and Mineral Development confirmed the validity of the Nkombwa Hill Licence (12198-HQ-LPL). A ten-hole diamond drilling programme is planned in H2 2013 to test 3 target zones at depth - to be financed by joint venture partner Galileo Resources.
In NW Zambia, the historical high-grade Kalengwa Mine was reconstructed into a preliminary 3D orebody model from drilling and mining plans in the government archives. This has identified a substantial oxide and sulphide copper halo around the old pit, which was mined at a 3% cut-off for a 9% head grade. Within the drilled area approximately 10Mt of ore at grade of about 1.5% Cu is estimated (non-JORC) to the bottom of the drilling (200-250m). Access to the minesite however is delayed by legal action to remove an illegal operator treating an old oxide-copper stockpile. Vendor considerations on the greater exploration area of 1000 sq km around the mine will be paid on unfettered access to the whole area.
For further information visit www.afcrplc.com or please contact:
Roy Tucker African Consolidated Resources plc +44 (0) 1622 816918
+44 (0) 7920 189012
Craig Hutton African Consolidated Resources plc +27 (0) 716 796 933
Andrew Godber Panmure Gordon (UK) Limited +44 (0) 207 886 2500
Callum Stewart Panmure Gordon (UK) Limited +44 (0) 207 886 2500
Adam James Panmure Gordon (UK) Limited +44 (0) 207 886 2500
Susie Geliher St Brides Media & Finance Ltd +44 (0) 20 7236 1177
Executive Chairman's Report
The period since I last reported to you in December has been eventful and in large part highly progressive. The Company has seen the appointment of Craig Hutton as its new CEO; the appointment of Neville Nicolau, ex CEO of Anglo American Platinum Ltd, as a non-executive director; the Government of Ras al Khaimah has become a substantial shareholder in the Company; we have achieved a Definitive Feasibility Study (DFS) on Phase 1 of our flagship Pickstone Peerless Gold Project in Zimbabwe; we are well on track for the production of a Preliminary Feasibility Study (PFS) on the whole 800,000 oz projected open pit at Pickstone Peerless. Outside of the Company's operations, there have also been notable events in the wider world which have impacted on the Company's direction and strategy; including a major wobble in the gold price causing many companies to fundamentally reassess their position; and the recent election in Zimbabwe has resulted in the end of the Government of National Unity and confirmation of ZANU PF in power in Zimbabwe for the next five years.
As noted in my previous reports, the current global economic climate compels us to focus on more mature projects and in effect to transform ourselves from an exploration company to a development and production company. This transformation is rapidly taking place and requires new skills. Most importantly, in January we appointed a new CEO - Craig Hutton. Craig has wide ranging technical and large company background, but brings also I believe the energy, entrepreneurial flair and width of experience to take on this challenging role. Craig has since assembled a senior mining team who between them have all the necessary complementary skills to transform and execute our mining operations.
As an additional facet to the Company's transformation, I welcome Neville Nicolau to the Board as Non-Executive Director and also as a member of our mining technical committee. Neville, who most recently held the position of Chief Executive Officer of Anglo American Platinum Limited (Amplats), the world's largest platinum producer, brings extensive operational experience to the Board. He has a degree in Mining Engineering from the University of Johannesburg, an MBA from the University of Cape Town and a career spanning 34 years in the mining industry. Having held high profile positions in international mining companies including Anglo American and AngloGold Ashanti, Neville has managed the development of numerous mining production assets across many jurisdictions in Africa, South America, the United States and Australia.
In early 2013, the Company took a major step towards to ensuring its financial security when Brimfell Investment Holdings Ltd (Brimfell) invested a total of approximately $13.5 million in new Company shares, giving it a 29% equity interest (following two investments, in January and February 2013 respectively). Brimfell is a company ultimately owned by the Government of Ras al Khaimah, one of the United Arab Emirates. It is interesting to note that Brimfell's investment in the Company was followed a few weeks later by a State visit to Zimbabwe by the Emir of Ras al-Khaimah which no doubt provided a first-hand top-level understanding of Zimbabwe's attractions as an investment destination.
Progress on the Pickstone Peerless project is explained fully by Craig in the Chief Executive Officer's Report. As you will read we have achieved the important milestone in the Pickstone Peerless project of a DFS for a 20,000 tonne per month Phase 1 operation, being a subset of a 50,000 tonne per month 800,000 oz open pit Phase 2 operation. A PFS for Phase 2, prefigured in our Preliminary Economic Assessment (PEA) published in December 2012, is also well under way and scheduled for completion in October 2013.
Phase 2, which consists mostly of sulphides, is of considerably higher grade than Phase 1 and therefore anticipated to be proportionately more valuable. It is believed to be robust to falls in the gold price with a cash operating cost (2012) per the PEA of less than $500 per oz. We do not rule out developing both phases as one, but this depends on funding options. Discussions as to funding are ongoing and the current expectation is that we will start with Phase 1 only, this being in order to aid funding of Phase 2 from its operations, thereby reducing total funding requirements. The scheduled timeline for Phase 1 is explained in Craig's report.
The future of Pickstone Peerless is of course also bound up both with the gold price and the investment climate in Zimbabwe.
I do not wish to make any prediction concerning the future price of gold except to say that in the long term it should be at least $1,500 per oz if gold production from new resources is to continue. CIBC World Markets and other sources have demonstrated that the long term replacement cost of an ounce of gold including cost of capital, overhead and exploration is at least $1,500 per oz and therefore if the price remains below this figure the supply of new gold will eventually erode. Short term considerations are of course different, but, due to its low operating cost, the viability of the Pickstone Peerless project appears assured given any reasonable prediction.
We are pleased that the Zimbabwe elections are now over and the winning party has a firm and legal mandate to govern. The period over which elections were pending had created uncertainty and we now look forward to working with the new Government. It may take a little time to assess the implications of the new Government for investment but, going by the inaugural speech of the President of Zimbabwe, the near future is all about economic growth for the country. We have some reason to believe that reasonable pragmatic policies towards indigenisation will be pursued and that whilst conforming with any relevant law it will be possible for us to safeguard the interests of shareholders. Although there is at present no legal compulsion for us to implement an indigenisation plan, as previously noted we have deemed it prudent and have created such a plan for Pickstone Peerless which we consider to be acceptable. In particular, we believe that enabling the local community to share in the benefits of the mining operation is very much in the long term interests of shareholders and the plan to incorporate a shareholding for a local community trust will achieve this.
We have continued to refrain from pursuit of the outstanding appeal concerning our Marange diamond claim (the Appeal). As reported in May 2013, there is an indictment against the Company relating to alleged offences in connection with registration of diamond claims in 2006 from Marange, but where the Company has been legally advised that the charges contained in the indictment are groundless. The Company is applying for a stay of proceedings as suggested by the High Court until the Appeal is heard, but is also doing its best to advocate that given the forward looking intents of the new Government in courting investors this matter should be resolved shortly and put behind us. We are hopeful that this will be done and the advent of the new Government will present an opportunity to solve the whole Marange matter once and for all and result in a win-win solution for all.
With regard to Zambia, we were pleased to announce on 15 January 2013 that the licence issues concerning overpegging of the Nkombwa Hills Rare Earth deposit by a third party have been resolved, the Zambian Ministry of Mines and Mineral Development having confirmed the validity of our sole licence. However, the legal saga concerning the Kalengwa copper mine continues. The issues have been reduced, but there are yet two outstanding. Unfortunately, there remains litigation between the vendor to the Company of the property (the Vendor) and the current occupier of the Kalengwa mine (the Occupier) who we understand has a history of protracting legal proceedings over an unacceptably long period.
One issue concerns a copper rich rock dump (the Rock Dump) - essentially a side issue but one that would be helpful to cash flow - where as previously reported the Occupier won an action in the Ndola High Court in 2012 that he had a right to process the Rock Dump under a Mineral Processing Licence which was only obtained based on a former licence which was subsequently voided by the Supreme Court. The appeal in this matter by the Vendor to the Supreme Court has now been heard and we await judgement.
The other issue concerns the main prospecting licence (the 8584 Licence) which covers a prospective exploration area of some 1,000 sq km with the Kalengwa mine on one corner. The Occupier had previously secured a mining licence over that corner (the Void Mining Licence) which licence as previously announced was voided by the Supreme Court in September 2011 as having been obtained without the consent of the then holder of the predecessor to the 8584 Licence. In May 2013, following the Supreme Court judgement, a renewed 8584 Licence covering the approximate 1,000 sq km was finally issued to the Vendor but it was subsequently discovered that the area of the Kalengwa mine itself (exactly the same area covered by the Void Mining Licence) had been excluded from the new 8584 Licence notwithstanding the payment by the Company on behalf of the Vendor of a fee for the whole area with no exclusion; and a new licence over the Kalengwa mine area covering exactly the same coordinates as the Void Mining Licence had been issued to a company connected with the Occupier. According to our legal advisers, the issue of this licence is in blatant contempt of the Supreme Court judgement of September 2011 and the Vendor has instigated Contempt of Court proceedings against the Occupier and against officials of the Mining Ministry in the Zambian Supreme Court which will be heard shortly.
So the position as legally advised is that the Company should gain title to the old Kalengwa mine and also to the associated Rock Dump pursuant to its contract with the Vendor. The Rock Dump could produce useful short term cash flow, but the important asset is the Kalengwa mine itself. As previously announced, the Kalengwa mine, when mined in the 1970s, had an average grade of some 9% copper. The Company has estimated a non-JORC Resource of approximately 170,000 tonnes of copper metal in the oxide and sulphide halo around the mine and which is open along strike and at depth. The outstanding commitments on this mine following a final resolution of the legal issues comprise immediate and deferred consideration in the form of a mixture of cash, shares and royalties as further detailed in Note 24 of the Financial Statements.
As stated in Craig Hutton's report, progression on our less advanced exploration assets has not been our priority over recent months. In view of this, and the current effective cost of funding the development of these assets absent our own cash flow, we have decided to impair several of them resulting in an impairment charge in the Group Statement of Comprehensive Income of $4,017,827. Of the properties impaired (see note 11 below) we have no reason to believe that Chakari Gold, One Step (gold), and Perseverance (nickel) would not warrant further expenditure given the right funding environment. The possibility of further expenditure on these assets will therefore be reviewed regularly. Snakes Head (Platinum Group Metals) has been impaired on the basis that in view of its remote location and the current platinum price it would not under current conditions be viable.
As noted by Craig in his report, we signed a Memorandum of Understanding with a major Romanian State mining company in May 2013. This has presented us with a very special opportunity and to date we have conducted extensive due diligence at reasonable cost and largely with the use of existing personnel on several of the key licences involved. This work is ongoing and encouraging. We are hopeful that this opportunity will result in a significant acquisition on favourable terms. The Company will if necessary seek funding for this separately or on a joint venture basis.
As noted below, the Group Statement of Financial Position has been prepared on a going concern basis. As at 1 August 2013, Group cash and cash equivalents was approximately $6.6 million. The Company is currently in discussions for further funding primarily to finance Phase 1 of Pickstone Peerless, but also for general corporate purposes. Without any such funding the directors believe the Company has sufficient financial resources to meet its commitments for the next 10 months on a minimum spend basis. Any such funding may be in the form of equity and/or debt. Please refer to Note 1 of the Financial Statements for further discussion on the Company's going concern status.
In conclusion, the Company continues to have a spread of what we believe to be potentially world class assets now coupled with the in-house skills to develop and mine such assets. In particular, production from Phase 1 of the Pickstone Peerless project remains our top priority. Subject to obtaining the necessary funding on acceptable terms I believe that the Company stands to be transformed.
My thanks go to the Board and all our staff for their hard work over the past year.
Roy Tucker
4 September 2013
Chief Executive Officer's report
Strategy
In this, my first review as CEO, it is a privilege to discuss our company's exciting future prospects and strategy as well as developments over the past year that have set us on track to become a cash-generative development and production company.
Our strategy, which is endorsed fully by my colleagues and myself, is ambitious yet cognisant of the general risk averse sentiment which is driving the market. In line with this, we are undertaking the important transition from being a cash-absorptive minerals exploration company to becoming a cash-generative entity by developing our primary assets, principally the Pickstone Peerless Gold Project in Zimbabwe. It is also our vision to position the Company as a mid-tier multi-commodity multi-jurisdictional development and mining company. We believe that this strategy is founded on the realities of our time - the realities of unpredictable financial and commodity markets and rapidly changing paradigms where once again shareholder focus is on cash flow, profit margins, dividend flows and growth. We have set ourselves the mission to pursue this whilst still retaining exposure to the considerable value upside potential of our earlier stage exploration interests.
Immediate Focus
But let me begin with a review of the year that has just ended. Our focus has been on securing our presence, strengthening our finances, focusing on developing the Pickstone Peerless project and building an experienced, competent and motivated mining team.
Developing the Pickstone Peerless gold project represents our prime target and is central to the Company's conversion from being purely an exploration company into a cash-generative development and mining company. Pickstone Peerless is now absorbing most of our capital spend, with the objective of creating cash-generative operations in the near term. This will bring much needed employment to the region both directly and indirectly. It will also eventually contribute to funding our exploration initiatives in Zimbabwe, Zambia and, possibly, elsewhere. Exploration, if you will, has temporarily been placed on the back burner.
In September 2012, the Company declared a JORC Resource upgrade of its Pickstone Peerless project to 3.2 million ounces of gold contained in 37 million tonnes of ore grading an average 2.7 g/t. This Resource upgrade was followed up with a Preliminary Economic Assessment (PEA) in December 2012 that indicated that an open pittable Resource grading 5.1 g/t in situ and mined at a monthly rate of 50,000 tonnes would yield a total of more than 800,000oz for over 10 years. The economics suggested that the Resource could be exploited at a cash operating cost of less than $500/oz at 2012 prices with the caveat of a PEA confidence level of 70%.
Since then much has been accomplished. In July 2013, a Definitive Feasibility Study (DFS) was published as well as an updated Resource statement. The DFS only considered mining the oxide cap at a rate of 20,000 tonnes per month as phase1 (Phase 1) of the exploitation of the mineral inventory of 800,000 oz included in the PEA. This took account of current volatile capital markets and the continuing, though improving, negative investment perceptions of Zimbabwe. As a result, it was considered prudent to place the Company in a cash-positive position at the earliest opportunity. This approach is considered to be beneficial in that the Company's balance sheet is improved, thereby enhancing our ability to attract alternative forms of capital rather than approaching shareholders once again. The strategy is a trade off of an increased short-term cost of production against the potentially significant cost of shareholder dilution, the former option being considered a more prudent way to create value for shareholders. Consequently, and due to the relatively lower grade of the oxide cap, the cash operating cost of production for Phase 1 under the DFS is posted at approximately $750/oz. This comparatively-higher unit cost is expected to be reduced once higher volumes are mined and the higher-grade sulphides are intersected. To this end a Pre-Feasibility Study (PFS) has been initiated to confirm the detail and the economics of an expansion to 50,000 tonnes per month as informed by the PEA. The PFS will also target a mineral Reserve of 1 million ounces in an expanded open pit.
Notwithstanding this, in June 2013 we also completed a remodelling of the Resource as a consequence of new data derived from additional borehole drilling undertaken between January 2013 and May 2013. The outcome of this exercise was to confirm the previous estimate with the added benefit of improving our understanding and local estimation of the orebody. The current Resource declared at the end of June 2013 stands at 3.2 million ounces contained in 40 million tonnes grading 2.5 g/t.
Trial mining and pilot plant processing at Pickstone Peerless was initiated in January 2013. The pilot plant draws material from a small low-grade open pit and is name plated at 4 tonnes per hour. The trial mining has been very useful in advancing the Company to operational readiness. Much has been learned about the technical characteristics of the orebody and its amenability to processing. It has also helped by testing our ability to operate in-country. We also believe that 'learning curve' costs have been greatly diminished as a result of running a pilot plant at the mine's location.
To keep the capital cost and therefore capital intensity low for Phase 1, the DFS considers the use of existing plant and equipment that includes existing concrete leach tanks, elution columns, a furnace and a sampling laboratory. Importantly, there is also an existing 33kVA electricity sub-station that is being reconnected to feed power to mining operations. This substation will ensure continuous power to the mine for Phase 1 as it draws power from the same grid circuit that feeds Zimplats's Ngezi operation.
In early June 2013 orders were placed for long lead-time equipment, including ball milling equipment to be imported from Germany. Again allowing for a two-month time float, delivery is scheduled to coincide with completion of all other deliveries and completion of all civil works on site.
Installation of the ball mill is scheduled for February and March 2014 with planning again allowing for a two-month time float. The mill's month-long commissioning is set to begin the following month, with production ramping up to an initial monthly throughput of 20,000 tonnes set for April 2014. Once this steady-state operational level is achieved and has been running sustainably for two years, we will trigger our studies for raising the monthly milling rate to 50,000 tonnes. As I have said, this approach has been primarily adopted as a consequence of volatile capital markets and our reluctance to further dilute existing shareholders more than is necessary. If circumstances change, whether through more available funding options or otherwise, and the expansion to 50,000 tonnes per month can be achieved earlier, we will consider this new strategy on its merits.
The acceleration of our activities towards cash generation is a testament to the skill of the new mining team and has been achieved by decoupling the pit from the plant by building a 4-month stockpile. This strategy will allow pressure to be removed from the hard rock operation and allow time for selective trucking of variable grade material to stockpiles. As a consequence of this, the DFS demonstrates that an average grade of 3.04g/t can be achieved for the first six years of production from an orebody that has an average grade of 2.1 g/t over a nine-year life of mine. The essence of this strategy is to generate net cash flows of $26 million over the first three years and $54 million over the first six years of operations, based on management forecasts. This cash generation will considerably change the fortunes of the Company by significantly strengthening the balance sheet and bank balance.
Importantly, the Phase 1 mining of the oxides defined in the current DFS only represents half of the total oxides available for extraction. This brings optionality to gold production in future years as the PFS will have to consider a number of options which may include a production of as much of 70,000 tonnes per month should both oxides and sulphides be exploited concurrently. The decisions will be clinical, ensuring that maximum cash is generated on a capital-efficient basis.
We have detailed our capital and funding requirements for Phase 1 by virtue of the DFS study. This is presented in the table below. We estimate that the basic capital before allocation of corporate and stockpiling costs is approximately $18.2 million. To achieve a maximum grade and accelerate cash flows, initial stockpiling of ore will cost an additional $2.9 million. In addition, corporate costs allocated to Pickstone Peerless amounts to $2.3 million. The total capital requirement therefore totals $23.5 million. As of end June our cash balances stood at $7.8 million implying a net funding requirement of $15.7 million. As at 1 August 2013, cash balances totalled $6.6 million. Having considered this equation, the Company is evaluating a number of financing options to ensure the successful completion of Phase 1 and provide for other on-going Company operations. Any such funding may be in the form of equity and/or debt.
Application of funds | Previous Cost (April 2013) | Balances (Post DFS Costs July 2013) | ||
USD '000 | USD '000 | |||
Bankable feasibility study (20 ktpm) | 1 200 | 53 | ||
Pre-feasibility study - expansion (50 ktpm) | 600 | 600 | ||
Underground conceptual study | 65 | 65 | ||
20ktpm capital cost | 13 700 | 13 700 | ||
20ktpm capital cost contingency | 1 400 | 1 403 | ||
Working capital | 1 600 | 1 600 | ||
Mining Site Establishment | 0 | 761 | ||
SUBTOTAL | 18 565 | 18 182 | ||
SRK | 127 | |||
Other working capital - 4 months pre production stockpiling | 0 | 2 933 | ||
SUBTOTAL | 18 565 | 21 242 | ||
Corporate costs allocated | 0 | 2 295 | ||
Bank Balance @ End June 2013 | 10 000 | 7 813 | ||
Funding requirement | 8 565 | 15 724 |
Our construction schedule is both prudent and flexible. The chart which can be viewed on the Company's website shortly details the high-level activities and the timeline we have set for ourselves as a mining team. Attention is drawn to the time float to our schedule. We consider it prudent to add this time float so as to ensure that we clearly communicate that whilst our best endeavours will be applied to achieving early production, unforeseen or unplanned events may still present themselves.
Exploration Update
As I have mentioned above, Pickstone Peerless is taking precedence over our other exploration operations. The most prospective of these remains the Gadzema Belt in Zimbabwe where drilling completed in the year under review has delivered an Indicated Resource containing 1.1Moz of gold. Turning it to account will be contemplated either when Pickstone Peerless is delivering sufficient cash flow to cover the cost of bringing Gadzema into production or if a joint venture partner were found.
Our other Zimbabwean projects - Chakari (gold) and platinum, nickel and phosphates - were all explored using surface exploration methods during the year, but, as with Gadzema, will await adequate cash flows from Pickstone Peerless before they are targeted for exploratory drilling. We are anticipating the ability to negotiate joint venture farm in contracts on our Chishanya (phosphates) and diamond regional projects.
Outside of Zimbabwe, our prospects are in the main progressing satisfactorily. During the year under review, drilling access and camp infrastructure was established at the Nkombwa Hill rare earths prospect in north-east Zambia, ahead of diamond drilling planned for H2 2013. At the Kalengwa Mine (copper/silver) in north-west Zambia, much of the year under review was spent on awaiting confirmation of our licence as explained in the Chairman's Report. Exploration on the ground has not been taking place and, until we have comprehensive title to the property, will be confined to aerial geophysical surveys. It is only when this has been completed that we will initiate soil geochemical sampling and exploration drilling programmes with the aim of generating Resource development targets in the mineralisation halo around the old mine, and over satellite copper targets.
Adjacent to the Kalengwa project, the Company's Kasempa project is an Iron-Oxide copper-gold style target, where previous explorers have delineated a 5km long copper-gold anomaly ("Jikambo") with copper grades of over 1% in some exploration drillholes. Mapping and airborne aeromagnetic surveys are planned immediately to delineate the host syenite body and to define drill targets.
Though geographically removed from our African host countries, during the fourth quarter of the year under review we were presented with an opportunity to examine gold and polymetallic possibilities in Romania. These are old properties where operations have ceased with the ending of government subsidies in compliance with European Union rules. As reported in May 2013, a memorandum of understanding was signed with a Romanian State mining company. This allows the Company until 29 October 2013 the exclusive right to evaluate whether 37 defunct polymetallic mines (Au, Ag, Cu, Pb, Zn) might again be suitable candidates for mining.
New Team Members
Finally, though not less important, it is also my privilege to introduce our new team members that will be supporting me in realising the vision that we have set ourselves and the immediate tasks at hand to ensure the Company becomes cash positive. Apart from myself and Neville Nicolau, the following persons joined our team in this past year:
Mark Humphery
Mark has joined us as VP Business Assurance and Group Engineering. He has 23 years' industry experience and an NHDip. Mech. Eng. Companies where he has worked include Randgold Resources, Gold Fields and AngloGold Ashanti.
Mark's key strengths are in process plant design and plant construction, financial valuation, financial management, project management, supply chain management and logistics.
Ross McMillan
Ross has joined us as VP Business Optimisation and Group Mining. He has 19 years' industry experience and a B.Eng (Mining). Companies where he has worked include Barrick Gold, Placer Dome and AngloGold Ashanti.
Ross's key strengths are in mine engineering and design, mining production, strategy, project management and evaluations.
Admire Chaendera
Admire has joined us as our Chief Metallurgist. He has 12 years' industry experience and an impressive string of qualifications: MBL (current-RSA); MSc Engineering (RSA); BSc (Hons) Metallurgical Engineering (Zim). Pr. Eng. Admire has worked for Paradigm Project Management, Hatch Associates and RSV Kenyuka. Admire's key strengths are in project management, process engineering design and optimization.
Craig Harvey
Craig has joins us as VP Business Development and Ore Resource Management. Craig is a registered Member of the Geological Society of Southern Africa (GSSA) and the Australian Institute of Geoscientists (AIG) and holds the relevant qualifications and professional associations required by the ASX, JORC and VALMIN Codes in Australia. He brings 18 years of extensive experience in exploration geology, production geology, resource modelling and due diligence investigations gained in South Africa, Canada, Australia and Asia.
Carel de Jager
Carel has joined us on a consultancy basis as our Mining Economics consultant. He has 41 years industry experience and an MSc in Mining Economics. His experience has been in mineral resource management, project management, mining economics and mining with Anglo American and De Beers. Most recently Carel was the Global Head of Mining Economics and Technical Investment Review Manager co-ordinating all projects in excess of $50m for Anglo American.
Andrew Prelea
Andrew has more than 20 years of investor and public relations experience. He has advised the Romanian Government on social housing and economic policy. He has senior experience as a minerals and metals trader and as a property developer. Andrew's key strengths are in investor relations, marketing and government relations.
Our team is strong and well-structured to steward the development of our key assets and advance the Company into a cash generative development and production company. Personally, I look forward to working with such a talented group.
Craig Hutton
4 September 2013
Both the Chief Executive Officer's and the Executive Chairman's reports have been reviewed by Mike Kellow BSc, a member of the Australian Institute of Geologists and Technical Director of the Company. Mr Kellow meets the definition of a "qualified person" as defined in the AIM Note for Mining, Oil and Gas Companies.
Group statement of comprehensive income
for the year ended 31 March 2013
Notes | 31 March 2013 Group $ | 31 March 2012 Group $ | ||
Revenue | - | - | ||
Cost of Sales | - | - | ||
Gross Profit | - | - | ||
Share options (expenses)/write back | 21 | (325,685) | 409,113 | |
Other administrative expenses | (6,675,855) | (4,211,435) | ||
Impairment of intangible assets | (4,017,827) | (787,894) | ||
Administrative expenses | (11,019,367) | (4,590,216) | ||
Operating loss | 3 | (11,019,367) | (4,590,216) | |
Finance income | 5 | 3,686 | 27,616 | |
Loss before and after taxation attributable to the equity holders of the parent company | (11,015,681) | (4,562,600) | ||
Other comprehensive income | ||||
Items that maybe reclassified subsequently to profit or loss | ||||
Gain on available for sale financial assets | 24,460 | 19,044 | ||
Total comprehensive loss attributable to the equity holders of the parent company | (10,991,221) | (4,543,556) | ||
Loss per share - basic and diluted | 9 | (2.01) cents | (1.08) cents |
All amounts above relate to continuing operations.
Group statement of changes in equity
for the year ended 31 March 2013
Group | Share capital account | Share premium account | Share option reserve | Foreign currency translation reserve | Available for sale reserve | EBT reserve | Retained earnings/ (losses) | Total |
$ | $ | $ | $ | $ | $ | $ | ||
At 31 March 2011 | 6,459,717 | 41,722,066 | 2,238,649 | (1,854,891) | (12,604) | (2,468,420) | (14,059,010) | 32,025,507 |
Loss for the year | - | - | - | - | - | - | (4,562,600) | (4,562,600) |
Other comprehensive income | - | - | - | - | 19,044 | - | - | 19,044 |
Total comprehensive loss for the year | - | - | - | - | 19,044 | - | (4,562,600) | (4,543,556) |
Net write off in respect of share option charges | - | - | (24,030) | - | - | - | - | (24,030) |
Share options exercised | - | - | (165,183) | - | - | - | 165,183 | - |
Share options lapsed | - | - | (2,044,315) | - | - | - | 2,044,315 | - |
Shares issued: | ||||||||
- for cash consideration | 1,266,721 | 6,333,603 | - | - | - | - | - | 7,600,324 |
- in respect of share options | 125,551 | 439,430 | - | - | - | - | - | 564,981 |
- for purchase of assets | 39,744 | 147,163 | - | - | - | - | - | 186,907 |
- to settle liabilities (including Directors) | 16,316 | 146,843 | - | - | - | - | - | 163,159 |
- share issue costs | - | (306,644) | - | - | - | - | - | (306,644) |
At 31 March 2012 | 7,908,049 | 48,482,461 | 5,121 | (1,854,891) | 6,440 | (2,468,420) | (16,412,112) | 35,666,648 |
Loss for the year | - | - | - | - | - | - | (11,015,681) | (11,015,681) |
Other comprehensive income | - | - | - | - | 24,460 | - | - | 24,460 |
Total comprehensive loss for the year | - | - | - | - | 24,460 | - | (11,015,681) | (10,991,221) |
Share option charges | - | - | 325,685 | - | - | - | - | 325,685 |
Write off of investment | - | - | - | 11,807 | - | - | - | 11,807 |
Shares issued: | ||||||||
- for cash consideration | 5,093,684 | 11,827,222 | - | - | - | - | - | 16,920,906 |
- to settle liabilities (including Directors) | 756,668 | 2,032,778 | - | - | - | - | - | 2,789,446 |
- to the EBT | 245,897 | 1,229,487 | - | - | - | (1,475,384) | - | - |
- share issue costs | - | (821,089) | - | - | - | - | - | (821,089) |
At 31 March 2013 | 14,004,298 | 62,750,859 | 330,806 | (1,843,084) | 30,900 | (3,943,804) | (27,427,793) | 43,902,182 |
Company statement of changes in equity
for the year ended 31 March 2013
Company | Share capital account | Share premium account | Share option reserve | Foreign currency translation reserve | Available for sale reserve | EBT reserve | Retained earnings/ (losses) | Total |
$ | $ | $ | $ | $ | $ | $ | $ | |
At 31 March 2011 | 6,459,717 | 41,722,066 | 2,238,649 | (4,953,777) | - | (2,468,420) | (8,252,712) | 34,745,523 |
Total comprehensive loss for the year | - | - | - | - | - | - | (1,278,924) | (1,278,924) |
Net write off in respect of share option charges | - | - | (24,030) | - | - | - | - | (24,030) |
Share options exercised | - | - | (165,183) | - | - | - | 165,183 | - |
Share options lapsed | - | - | (2,044,315) | - | - | - | 2,044,315 | - |
Shares issued: | ||||||||
- for cash consideration | 1,266,721 | 6,333,603 | - | - | - | - | - | 7,600,324 |
- in respect of share options | 125,551 | 439,430 | - | - | - | - | - | 564,981 |
- for purchase of assets | 39,744 | 147,163 | - | - | - | - | - | 186,907 |
- to settle liabilities (including Directors) | 16,316 | 146,843 | - | - | - | - | - | 163,159 |
- share issue costs | - | (306,644) | - | - | - | - | - | (306,644) |
At 31 March 2012 | 7,908,049 | 48,482,461 | 5,121 | (4,953,777) | - | (2,468,420) | (7,322,138) | 41,651,296 |
Loss for the year | - | - | - | - | - | - | (16,978,202) | (16,978,202) |
Other comprehensive income | - | - | - | - | 14,140 | - | - | 14,140 |
Total comprehensive loss for the year | - | - | - | - | 14,140 | - | (16,978,202) | (16,964,062) |
Share option charges | - | - | 325,685 | - | - | - | - | 325,685 |
Shares issued: | - | |||||||
- for cash consideration | 5,093,684 | 11,827,222 | - | - | - | - | - | 16,920,906 |
- to settle liabilities (including Directors) | 756,668 | 2,032,778 | - | - | - | - | - | 2,789,446 |
- to the EBT | 245,897 | 1,229,487 | - | - | (1,475,384) | - | - | |
- share issue costs | - | (821,089) | - | - | - | - | - | (821,089) |
At 31 March 2013 | 14,004,298 | 62,750,859 | 330,806 | (4,953,777) | 14,140 | (3,943,804) | (24,300,340) | 43,902,182 |
Group and Company statements of financial position
As at 31 March 2013
Note | 31 March 2013 Group $ | 31 March 2012 Group $ | 31 March 2013 Company $ | 31 March 2012 Company $ | |
Assets Non-current assets Intangible assets Property, plant and equipment Investment in subsidiaries Loan to group companies | 11 12 13 14 | 28,841,335 2,929,155 - - | 28,896,056 3,099,937 - - | 2,894,158 1,501,907 218,104 28,976,330 | 3,869,131 1,581,592 219,104 33,401,577 |
31,770,490 | 31,995,993 | 33,590,499 | 39,071,404 | ||
Current assets Inventory Receivables Available for sale investments Cash and cash equivalents | 15 16 17 | 11,610 1,905,327 90,293 10,961,662 | 9,493 1,023,467 65,833 3,031,019 | - 173,223 14,706 10,371,587 | - 216,684 566 2,656,777 |
Total current assets | 12,968,892 | 4,129,812 | 10,559,516 | 2,874,027 | |
Total Assets | 44,739,382 | 36,125,805 | 44,150,015 | 41,945,431 | |
Equity and LiabilitiesCapital and reserves attributable to equity holders of the CompanyCalled-up share capitalShare premium account Available for sale reserve Share option reserve Foreign currency translation reserve EBT reserve Retained earnings | 20 20 22 22 22 22 22 | 14,004,298 62,750,859 30,900 330,806 (1,843,084) (3,943,804) (27,427,793) | 7,908,049 48,482,461 6,440 5,121 (1,854,891) (2,468,420) (16,412,112) | 14,004,298 62,750,859 14,140 330,806 (4,953,777) (3,943,804) (24,300,340) | 7,908,049 48,482,461 - 5,121 (4,953,777) (2,468,420) (7,322,138) |
Total equity | 43,902,182 | 35,666,648 | 43,902,182 | 41,651,296 | |
Current liabilities Trade and other payables | 18 | 837,200 | 459,157 | 247,833 | 294,135 |
Total current liabilities | 837,200 | 459,157 | 247,833 | 294,135 | |
Total Equity and Liabilities | 44,739,382 | 36,125,805 | 44,150,015 | 41,945,431 |
Group and Company statements of cash flow
For the year ended 31 March 2013
2013 Group $ | 2012 Group $ | 2013 Company $ | 2012 Company $ | |
CASH FLOW FROM OPERATING ACTIVITES | ||||
Loss for the year | (11,015,681) | (4,562,600) | (16,978,202) | (1,278,924) |
Adjustments for: | ||||
Depreciation | 59,354 | 88,147 | 24,633 | 41,702 |
Impairment charge on intangible assets | 4,017,827 | 787,894 | 1,189,765 | 204,139 |
Impairment charge on advances to group companies | - | - | 12,348,765 | - |
Write off of revaluation reserve in subsidiary | 11,807 | - | - | - |
Unrealised exchange loss on cash and cash equivalents | 162,318 | 53,511 | 162,733 | 53,509 |
Finance income | (3,686) | (27,616) | (1,247,134) | (955,496) |
Loss/(profit) on sale of property, plant and equipment | 37,751 | (12,791) | - | - |
Disposal of investment in subsidiaries | - | 1,000 | ||
Liabilities settled in shares | 2,789,446 | 366,240 | 2,789,446 | 366,240 |
Share option charges/(write back) | 325,685 | (409,113) | 325,685 | (409,113) |
(3,615,179) | (3,716,328) | (1,383,309) | (1,977,943) | |
Changes in working capital: | ||||
(Increase)/Decrease in receivables | (881,860) | (620,454) | 43,461 | (71,354) |
(Increase)/Decrease in inventories | (2,117) | 50,668 | - | - |
Increase/(Decrease) in payables | 378,043 | (344,248) | (46,302) | (82,476) |
(505,934) | (914,034) | (2,841) | (153,830) | |
Cash used in operations | (4,121,113) | (4,630,362) | (1,386,150) | (2,131,773) |
Investing activities: | ||||
Payments to acquire intangible assets | (3,654,158) | (4,628,930) | (159,307) | (333,522) |
Payments to acquire property, plant and equipment | (235,271) | (477,911) | (433) | (222,017) |
Proceeds on disposal of property, plant and equipment | - | 23,112 | - | - |
Increase in Loan to group companies | - | - | (6,691,552) | (6,570,601) |
Interest received | 3,686 | 27,616 | 15,168 | 23,255 |
(3,885,743) | (5,056,113) | (6,836,124) | (7,102,885) | |
Financing Activities: | ||||
Proceeds from the issue of ordinary shares, net of issue costs | 16,099,817 | 7,842,487 | 16,099,817 | 7,842,487 |
Increase / (Decrease) in cash and cash equivalents | 8,092,961 | (1,843,988) | 7,877,543 | (1,392,171) |
Cash and cash equivalents at beginning of year | 3,031,019 | 4,928,518 | 2,656,777 | 4,102,457 |
Exchange gain on cash and cash equivalents | (162,318) | (53,511) | (162,733) | (53,509) |
Cash and cash equivalents at end of year | 10,961,662 | 3,031,019 | 10,371,587 | 2,656,777 |
Statement of accounting policies
For the year ended 31 March 2013
1 Accounting Policies
Basis of preparation
The principal accounting policies adopted in the preparation of the financial information are set out below. The policies have been consistently applied throughout the current year and prior year, unless otherwise stated. These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs and IFRIC interpretations) issued by the International Accounting Standards Board (IASB) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under IFRS.
The consolidated financial statements incorporate the results of African Consolidated Resources plc and its subsidiary undertakings as at 31 March 2013.
At the date of issue of these financial statements the Group does not have sufficient cash resources to support minimum spend requirements and general overheads for the next twelve months. On a minimum spend basis and based on the current cash balance of $6.6m (at 1 August) the Group has sufficient cash resources for the next 10 months. However the Group continues to pursue its objective of progressing its various assets. The Group requires further funding to continue with development of Phase 1 of the Pickstone Peerless mine and its other exploration projects as well as meeting cash spend outside of the minimum spend forecast.
The Group is actively pursuing funding options and the directors are confident of being able to raise the required funds at a price acceptable to existing shareholders and is in active discussions with several parties. As a result the going concern basis has been adopted in preparing the financial statements and the directors have no reason to believe that the Group will not be a going concern in the foreseeable future based on forecasts and available cash resources and the directors' expectations.
There can however be no certainty that one of the funding options will complete and therefore a material uncertainty exists which may cast significant doubt over the Group's ability to continue as a going concern. These financial statements do not include the adjustments that would be required if the Group could not continue as a going concern. These would principally be impairing the carrying value of the mining projects to value in a distressed sale.
In the preparation of the financial statements the directors have considered the current political and economic uncertainty in Zimbabwe and the impact on the Group.
Further improvements in the Zimbabwean economy will depend on whether the new government will promulgate investor friendly policies, which will open doors to much needed foreign investment.
The Zimbabwean Government's policy on indigenisation as set in its present format does create a burden on foreign owned companies, expectations are that it is likely to be modified with a change under the new dispensation.
The directors have further considered the quality of the assets held by the Company through its investment in its subsidiary undertakings in Zimbabwe. They have concluded that whilst the current political and economic uncertainty gives rise to uncertainty over the ability of the Group and Company to realise the value of the Group's assets and the Company's investment in Zimbabwe for the benefit of the Company's shareholders, the directors remain confident that in the longer term, it will not materially impact the Company's ability to realise the value of its investments for its shareholders.
Changes in Accounting Policies
New and amended Standards effective for 31 March 2013 year-end adopted by the Group:
The following new standards and amendments to standards are mandatory for the first time for the Group for financial year beginning 1 April 2013. Except as noted, the implementation of these standards is not expected to have a material effect on the Group.
New standards, interpretations and amendments effective from 1 April 2012
There are no new standards, amendments and interpretations which are effective for the first time in these consolidated financial statements which have had a material effect on the company.
No other IFRS issued and adopted are expected to have an impact on the Group's financial statements. All other new standards and interpretations that were effective for the year ended 31 March 2013 have been adopted, but have not had a material effect on the Group.
New standards, interpretations and amendments not yet effective
The following new standards, interpretations and amendments, which are not effective for periods beginning 1 April 2012 and which have not been early adopted, will or may have an effect on the company's future financial statements:-
Standard | Description | Effective date |
IFRS 9 | Financial Instruments | 1 April 2015 |
IFRS 10 | Consolidated Financial Statements | 1 April 2013 |
IFRS 11 | Joint Arrangement | 1 April 2013 |
IFRS 12 | Disclosure of interest in other entities | 1 April 2013 |
IFRS 13 | Fair value measurement | 1 April 2013 |
IAS 19 | Employee Benefits | 1 April 2013 |
IAS 36 | Recoverable amounts for non-financial assets | 1 April 2014 |
* Not yet endorsed by European Union.
The above standards, interpretations and amendments are not expected to significantly affect the Group's results or financial position. The adoption of IFRS 9 will eventually replace IAS 39 in its entirety and consequently may have a material effect the presentation, classification, measurement and disclosures of the Group's financial instruments.
Areas of estimates and judgement
The preparation of the Group financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities in the next financial year are discussed below:
Useful lives of property, plant & equipment
Property, plant and equipment are depreciated over their useful economic lives. Useful economic lives are based on management's estimates of the period that the assets will be in operational use, which are periodically reviewed for continued appropriateness. Due to the long life of certain assets, changes to estimates used can result in significant variations in the carrying value. More details, including carrying values, are included in note 12 to the financial statements.
Impairment of intangibles/assets
The Group reviews, on an annual basis, whether deferred exploration costs, mining options and licence acquisition costs have suffered any impairment. The recoverable amounts are determined based on an assessment of the economically recoverable mineral reserves, the ability of the Group to obtain the necessary financing to complete the development of the reserves and future profitable production or proceeds from the disposition of recoverable reserves. Actual outcomes may vary. More details, including carrying values, are included in note 11 to the financial statements.
Share based payments
The Group operates an equity settled and cash settled share based remuneration scheme for key employees. Employee services received, and the corresponding increase in equity, are measured by reference to the fair value of equity instruments at the date of grant. The fair value of the share options is estimated by using the Black Scholes model on the date of grant based on certain assumptions. Those assumptions are described in note 21 and include, among others, the expected volatility and expected life of the options.
Basis of consolidation
Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The financial information presents the results of the Company and its subsidiaries (the "Group") as if they formed a single entity. Inter-company transactions and balances between Group companies are therefore eliminated in full.
Business combinations
The financial information incorporate the results of business combinations using the purchase method. In the statement of changes in equity, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Group statement of comprehensive income from the date on which control is obtained. The licences acquired have been valued at their fair value using appropriate valuation techniques and posted to intangible assets.
Revenue
The Group and Company had no revenue during the year.
Foreign currency
The functional currency of the Company and all of its subsidiaries is the United States Dollar, which is the currency of the primary economic environment in which the Company and all of its subsidiaries operate.
Transactions entered into by the Group entities in a currency other than the currency of the primary economic environment in which it operates (the "functional currency") are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the date of the statement of financial position. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are similarly recognised immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation.
In accordance with the UK Registrar of companies' requirement the exchange rates applied at each reporting date were as follows:
31 March 2013 $1.5209:£1
31 March 2012 $1.5990:£1
31 March 2011 $1.6033:£1
Provision for abandonment costs
Provision for abandonment costs are recognised when an obligation for restoration arises which is usually at the commencement of mining. The amount recognised is the present value of the estimated future expenditure determined in accordance with local conditions and requirements. The present value is calculated by discounting the future cash flows at a pre tax rate that reflects current market assessments of the time value of money at that time. A corresponding property, plant and equipment asset of an amount equivalent to the provision is also created. This is subsequently depreciated as part of the capital costs of production. Any change in the present value of the estimated expenditure is reflected as an adjustment to the provision and the property, plant and equipment assets. As at the reporting date the Group had no such provision.
Share based payments
Equity-settled share based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the fair value of goods and services received is charged to profit or loss, except where it is in respect to costs associated with the issue of shares, in which case, it is charged to the share premium account.
Cash-settled share based payments
The Company also has cash-settled share based payments arising in respect of the EBT (see below and Note 22). A liability is recognised in respect of the fair-value of the benefit received under the EBT and charged to profit or loss over the vesting period. The fair-value is re-measured at each reporting date with any changes taken to profit or loss.
Remuneration shares
Where remuneration shares are issued to settle liabilities to employees and consultants, any difference between the fair value of the shares on the date of issue and the carrying amount of the liability is charged to profit or loss.
Employee Benefit Trust ("EBT")
The Company has established an Employee Benefit Trust. The assets and liabilities of this trust comprise shares in the Company and loan balances due to the Company. The Company includes the EBT within its accounts and therefore recognises an EBT reserve in respect of the amounts loaned to the EBT and used to purchase shares in the Company. Any cash received by the EBT on disposal of the shares it holds will be recognised directly in equity. Any shares held by the EBT are treated as cancelled for the purposes of calculating earnings per share.
Tax
The major components of income tax on the profit or loss include current and deferred tax.
Current tax
Current tax is based on the profit or loss adjusted for items that are non-assessable or disallowed and is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Income tax is charged or credited to the statement of comprehensive income, except when the tax relates to items credited or charged directly to equity, in which case the tax is also dealt with in equity.
Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs to its tax base, except for differences arising on:
The initial recognition of goodwill;
The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and
Investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the differences will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when deferred tax liabilities/(assets) are settled/(recovered). Deferred tax balances are not discounted.
Intangible assets
Deferred development and exploration costs
Once a licence has been obtained, all costs associated with mining property development and investment are capitalized on a project-by-project basis pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads. If a mining property development project is successful, the related expenditures are amortised over the estimated life of the commercial ore reserves on a unit of production basis. Where a licence is relinquished, a project is abandoned, or is considered to be of no further commercial value to the Group, the related costs are written off.
Unevaluated mining properties are assessed at each year end and where there are indications of impairment these costs are written off to the income statement. The recoverability of deferred mining property costs and interests is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition of recoverable reserves.
If commercial reserves are developed, the related deferred development and exploration costs are then reclassified as development and production assets within property, plant and equipment.
Proved mining properties
Depletion and amortisation of the full-cost pools is computed using the units-of-production method based on proved reserves as determined annually by management.
Mining options
Mineral rights are recorded at cost less amortisation and provision for diminution in value. Amortisation will be over the estimated life of the commercial ore reserves on a unit of production basis.
Licences for the exploration of natural resources will be amortised over the lower of the life of the licence and the estimated life of the commercial ore reserves on a unit of production basis.
Property, plant and equipment
Land is not depreciated. Items of property, plant and equipment are initially recognised at cost and are subsequently carried at depreciated cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future costs of dismantling and removing items. The corresponding liability is recognised within provisions.OF 6: DATED 26.05.06
Depreciation is provided on all other items of property and equipment so as to write off the carrying value of items over their expected useful economic lives. It is applied at the following rates:
Buildings - 2.5% per annum, straight line
Plant and machinery - 25% per annum, straight line
Fixtures and fittings - 25% per annum, straight line
Aircraft - 5% per annum, reducing balance
Computer equipment - 33% per annum, straight line
Motor vehicles - 20% per annum, straight line
Financial assets
The Group's financial assets consist of cash and cash equivalents, other receivables and available for sale investments. The Group's accounting policy for each category of financial asset is as follows:
Loans and receivables
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 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.
The Group's loans and receivables comprise other receivables and cash and cash equivalents in the statement of financial position.
Cash and cash equivalents
Comprises cash in hand and balances with banks. Cash equivalents are short term, highly liquid accounts that are readily converted to known amounts of cash. They include short term bank deposits originally purchased with maturities of less than three months.
There is no significant difference between the carrying value and fair value of receivables.
Available for sale
Non-derivative financial assets not included in the categories above are classified as available-for-sale and comprise the Group's strategic investments in entities not qualifying as subsidiaries, associates or jointly controlled entities. They are carried at fair value with changes in fair value recognised directly in equity. Where a decline in the fair value of an available-for-sale financial asset constitutes evidence of impairment, for example if the decline is significant or prolonged, the amount of the loss is removed from equity and recognised in the profit or loss for the year.
Financial liabilities
The Group's financial liabilities consist of trade and other payables, which are initially recognised at fair value and subsequently carried at amortised cost, using the effective interest method.
Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Weighted average cost is used to determine the cost of ordinarily inter-changeable items.
Leased assets
Where assets are financed by leasing agreements that do not give rights approximating ownership, these are treated as operating leases. The annual rentals are charged to profit or loss on a straight line basis over the term of the lease.
Pension costs
Contributions to defined contribution pension schemes are charged to profit or loss in the year to which they relate.
2 Segmental analysis
The Group operates in one business segment, the exploration and development for mineral assets and only has interests in one geographical segment being Southern Africa, primarily Zimbabwe. The Group has not generated any revenue to date and therefore no disclosures are provided with respect to revenues.
The Group's operations are reviewed by the Board (which is considered to be the Chief Operating Decision Maker ('CODM')) and split between exploration and development and administration and corporate costs.
Exploration and development is reported to the CODM only on the basis of those costs incurred directly on projects, once incurred. All costs incurred on the projects are capitalised in accordance with IFRS 6, including depreciation charges in respect of tangible assets used on the projects.
Administration and corporate costs are further reviewed on the basis of where they are incurred, being chiefly either Southern Africa or the UK.
Decisions are made about where to allocate cash resources based on the status of each project and according to the Group's strategy to develop the projects. Each project, if taken into commercial development, has the potential to be a separate operating segment. Operating segments are disclosed below on the basis of the split between exploration and development and administration and corporate. Further information is provided on the non-current intangible assets attributable to exploration and development on a project by project basis in note 11 as this is the primary basis for reviewing operating segments.
2013 | Exploration and development $ | Administration and corporate $ | Total $ |
Impairment of assets | 4,017,827 | - | 4,017,827 |
Depreciation | 308,948 | 59,354 | 368,302 |
Share based payments | - | 325,685 | 325,685 |
Interest revenues | - | 3,686 | 3,686 |
Loss for the period | 4,017,827 | 6,997,854 | 11,015,681 |
Total assets | 33,429,684 | 13,741,307 | 47,170,991 |
Total non-current assets | 32,818,467 | 1,383,632 | 34,202,099 |
Additions to non-current assets | 3,882,562 | 6,867 | 3,889,429 |
Total current assets | 611,216 | 12,357,676 | 12,968,892 |
Total liabilities | 327,404 | 509,796 | 837,200 |
2012 | |||
Impairment of assets | 787,894 | - | 787,894 |
Depreciation | 254,820 | 88,147 | 342,967 |
Share based payments | - | (409,113) | (409,113) |
Interest revenues | - | 27,616 | 27,616 |
Loss for the period | 787,894 | 3,774,706 | 4,562,600 |
Total assets | 30,684,344 | 5,441,461 | 36,125,805 |
Total non-current assets | 30,559,874 | 1,485,579 | 32,045,453 |
Additions to non-current assets | 4,278,614 | 40,333 | 4,318,947 |
Total current assets | 124,470 | 3,955,882 | 4,080,352 |
Total liabilities | 109,242 | 349,915 | 459,157 |
There are no non-current assets held in the Company's country of domicile, being the UK (2012: $nil).
3 | Group loss from operations | 2013Group$ | 2012Group$ |
Operating loss is stated after charging/(crediting): | |||
Annual Return Fees Auditors' remuneration Charitable contributions Depreciation Consulting Fees Employee pension costs Employee share option expense/(write back) Foreign exchange loss Impairment for intangibles Legal & Secretarial Fees Marketing Office lease Travel & Accommodation Wages and salaries (note 7) Loss/(profit) on disposal of property, plant and equipment | 14,787 91,717 54,831 59,354 1,125,887 18,936 325,685 162,318 4,017,827 250,994 100,526 87,099 427,759 1,801,616 37,751 | 44,993 84,110 90,885 88,147 506,864 18,228 (409,113) 53,511 787,894 290,152 82,602 76,100 393,365 1,439,923 (12,791) |
$325,685 (2012: $87,350) of the employee share option expense arises on equity-settled share based payment transactions and a write back of $Nil (2012: $(496,463)) arising on cash-settled share based payment transactions.
4 | Auditors' remuneration | ||
Remuneration receivable by the Company's auditors or an associate of the companies auditor for the auditing of these accounts | 91,717 | 84,110 | |
Included within the above is $11,660 which relates to non-audit services |
5 | Finance income | ||
Interest received on bank deposits | 3,686 | 35,328 |
6 | Taxation | 2013Group$ | 2012Group$ |
There is no tax charge arising for the Group for the year. The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The differences are explained | |||
Loss before taxation | 11,015,681 | 4,562,600 | |
Loss before taxation at the standard rate of corporation tax in the UK of 24% (2012 : 26%) Expenses disallowed for tax Difference in tax rates in local jurisdiction | 2,643,763 132,425 (165,371) | 1,151,839 12,143 (831,462) | |
Loss carried forward | (2,345,967) | 332,520 | |
Tax charge for the year | - | - | |
A rate of 24% for the Financial Year beginning 1 April 2012 was set by section 5 of the Finance Act 2012 for all non-ring fence profits and a rate of 23% for the Financial Year beginning 1 April 2013 was set by section 6 of the Finance Act 2012. The Chancellor has proposed further reductions in the budget. Legislation will be introduced in the Finance Bill 2013 to reduce the main rate of corporation tax for non ring fence profits to 21% from 1 April 2014 and to 20% from 1 April 2015. Under IFRS (IAS 12), the proposed rate changes will apply for annual or interim periods ending on or after substantive enactment of the change. Substantive enactment of the new main rates for non-ring fence profits occurs when the Finance Bill passes through the final reading in the House of Commons. This was on 2 July 2013 for the 2013 Finance Bill. Until substantively enacted the main rate of corporation tax remains 23% for the financial year beginning 1 April 2014 for the purposes of IAS 12 and the reduction to 21% should be considered for disclosure purposes as a non-adjusting event [IAS 10]. Factors that may affect future tax charges: At the 31 March 2013, the Company had UK tax losses of approximately $5,407,653 (2012: $4,263,469) carried forward which can be utilised against future profits. However these losses are only recoverable against future profits, the timing of which is uncertain and as a result no deferred tax asset is being recognised in respect of these losses. |
7 | Employees | 2013Group$ | 2012Group$ |
Staff costs (including directors) consist of: | |||
Wages and Salaries - management | 662,152 | 361,885 | |
Wages and Salaries - other | 1,139,464 | 1,078,038 | |
1,801,616 | 1,439,923 | ||
Consultancy fees | 1,993,462 | 928,479 | |
Termination fees | 538,687 | - | |
Social Security costs | 30,796 | 42,549 | |
Healthcare costs | 14,663 | 20,729 | |
Pension costs | 18,936 | 18,228 | |
4,398,160 | 2,449,908 |
The average number of employees (including directors) during the year was as follows: | |||
Number | Number | ||
Management | 9 | 7 | |
Other operations | 106 | 49 | |
115 | 56 |
8 | Directors' remuneration | Company2013$ | Company2012$ |
Directors' emoluments | 549,503 | 259,000 | |
Company contributions to pension schemes | 18,936 | 18,228 | |
Healthcare costs | 6,424 | 7,028 | |
Bonuses paid | 212,700 | 55,525 | |
Termination payments | 538,687 | - | |
Amounts paid to third parties in respect of directors' services | 651,736 | 319,189 | |
Share based payment charges | - | 162,126 | |
Directors and key management remuneration | 1,977,986 | 821,096 | |
Gain on share options exercised by directors (not charged to profit or loss as explained below) | - | 133,289 |
The directors are considered to be the key management of the Group and Company.
During the year the highest paid director received total remuneration $893,767 (2012: $259,995).
One director (2012: one) accrued benefits under a defined contribution pension scheme during the year. The gain on exercise of the options amounted to $Nil (2012: $133,289). This is not charged to profit or loss as the fair value of the options issued is reflected in the share based payment charges. Four of the directors at the end of the period have share options receivable under long term incentive schemes. The highest paid director was Andrew Cranswick, who ceased to be a director on 18 January 2013, with an amount of $893,767.
9 | Loss per share | 2013Group | 2012Group |
Loss per Ordinary Share has been calculated using the weighted average number of Ordinary Shares in issue during the relevant financial year. The weighted average number of Ordinary Shares in issue for the year is | 546,015,431 | 422,027,914 | |
Losses for the Group for the year are | $(11,015,681) | $(4,562,600) | |
Loss per share basic and diluted | (2.01c) | (1.081c) | |
The effect of all potentially dilutive share options is anti-dilutive. Details of the share options which may dilute the loss per share are disclosed in note 21 in the financial statements. |
10 | Loss for the financial year | ||
The Company has taken advantage of the exemption allowed under Section 408(1b) of the Companies Act 2006 and has not presented its own income statement in these financial statements. The Group loss for the year includes a loss after taxation of $16,978,202 (2012: $1,278,924) for the company, which is dealt with in the financial statements of the parent company. |
11 | Intangible assetsGroup | Deferred exploration costs | Licence acquisition costs and mining options | Total | ||||
$ | $ | $ | ||||||
Cost at 31 March 2012 | 23,876,653 | 5,019,403 | 28,896,056 | |||||
Additions during the year | 3,796,396 | 166,710 | 3,963,106 | |||||
Amount provided for impairment | (3,427,322) | (590,505) | (4,017,827) | |||||
Cost at 31 March 2013 | 24,245,727 | 4,595,608 | 28,841,335 | |||||
Cost at 31 March 2011 | 19,849,204 | 4,950,996 | 24,800,200 | |||||
Additions during the period | 4,780,343 | 103,407 | 4,883,750 | |||||
Amount provided for impairment | (752,894) | (35,000) | (787,894) | |||||
Cost at 31 March 2012 | 23,876,653 | 5,019,403 | 28,896,056 | |||||
Company | ||||||||
Cost at 31 March 2012 | 2,669,356 | 1,199,775 | 3,869,131 | |||||
Additions during the year | 214,792 | - | 214,792 | |||||
Amount provided for impairment | (674,765) | (515,000) | (1,189,765) | |||||
Cost at 31 March 2013 | 2,209,383 | 684,775 | 2,894,158 | |||||
Cost at 31 March 2011 | 2,547,444 | 1,149,775 | 3,697,219 | |||||
Additions during the period | 326,051 | 50,000 | 376,051 | |||||
Amount provided for impairment | (204,139) | - | (204,139) | |||||
Cost at 31 March 2012 | 2,669,356 | 1,199,775 | 3,869,131 | |||||
Intangible assets by project | 2013Group$ | 2012Group$ | ||||||
GoldChakari GoldGadzemaOne StepPickstone PeerlessDiamondsDiamond RegionalMarangePhosphatesChishanyaNickelPerseverancePlatinum Group ElementsSnake's HeadVariousOther | - 12,512,234 - 10,339,110 3,234,111 1,411,300 514,856 - - 829,724 | 289,458 11,636,601 538,379 7,977,313 3,223,409 1,411,300 417,355 1,516,277 1,091,407 794,557 | ||||||
28,841,335 | 28,896,056 |
See note 26 in respect of the Marange licence, the carrying value of which is $1,411,300 (2012: $1,411,300) in the Group and $584,320 (2012: $584,320) in respect of the Company.
Impairment on assets by project | 2013Group$ | 2012Group$ |
GoldChakari GoldOne StepNickelPerseverancePlatinum Group ElementsSnake's HeadVariousOther | 328,065 580,763 1,522,781 1,212,184 374,034 | - - - - 787,894 |
4,017,827 | 787,894 |
The amounts provided for impairment in this note result from:
the relinquishment of less prospective claims following the 5,000% increase in claims holding fees by the Minister of Mines at the beginning of the year
mining claims that the Group still holds but has decided to defer any further exploration at the present time.
12 | Property, plant and equipmentGroup | Plant, machinery and aircraft | Fixtures, fittings and equipment | Computer assets | Motor vehicles | Buildings | Total |
$ | $ | $ | $ | $ | $ | ||
Cost at 31 March 2012 | 2,192,787 | 137,505 | 174,527 | 691,682 | 1,489,680 | 4,686,181 | |
Additions during the year | 224,758 | 1,228 | 9,285 | - | - | 235,271 | |
Disposals during the year | - | - | - | (47,189) | - | (47,189) | |
Cost at 31 March 2013 | 2,417,545 | 138,733 | 183,812 | 644,493 | 1,489,680 | 4,874,263 | |
Depreciation at 31 March 2012 | 776,432 | 95,025 | 153,083 | 526,079 | 35,625 | 1,586,244 | |
Charge for the year | 226,551 | 15,452 | 19,501 | 84,298 | 22,500 | 368,302 | |
Disposals during the year | - | - | - | (9,438) | - | (9,438) | |
Depreciation at 31 March 2013 | 1,002,983 | 110,477 | 172,584 | 600,939 | 58,125 | 1,945,108 | |
Net book amount at 31 March 2013 | 1,414,562 | 28,256 | 11,228 | 43,554 | 1,431,555 | 2,929,155 | |
Cost at 31 March 2011 | 1,805,837 | 102,088 | 169,111 | 669,114 | 1,487,591 | 4,233,741 | |
Additions during the period | 386,950 | 35,417 | 6,266 | 47,189 | 2,089 | 477,911 | |
Disposals during the period | - | - | (850) | (24,621) | - | (25,471) | |
Cost at 31 March 2012 | 2,192,787 | 137,505 | 174,527 | 691,682 | 1,489,680 | 4,686,181 | |
Depreciation at 31 March 2011 | 609,128 | 77,235 | 127,792 | 444,272 | - | 1,258,427 | |
Charge for the period | 167,304 | 17,790 | 25,644 | 96,604 | 35,625 | 342,967 | |
Disposals during the period | - | - | (353) | (14,797) | - | (15,150) | |
Depreciation at 31 March 2012 | 776,432 | 95,025 | 153,083 | 526,079 | 35,625 | 1,586,244 | |
Net book amount at 31 March 2012 | 1,416,355 | 42,480 | 21,444 | 165,603 | 1,454,055 | 3,099,937 | |
Net book amount at 31 March 2011 | 1,196,709 | 24,853 | 41,319 | 224,842 | 1,487,591 | 2,975,314 |
The depreciation on assets utilised directly for exploration activities is capitalised as deferred exploration costs amounting to $308,948 (2012:$ 254,820). Depreciation in respect of all other assets is charged to administrative expenses in the statement of comprehensive income amounting to $59,354 (2012: $88,147).
12 | Property, plant and equipmentCompany | Plant, machinery and aircraft | Fixtures, fittings and equipment | Computer assets | Motor vehicles | Buildings | Total |
$ | $ | $ | $ | $ | $ | ||
Cost at 31 March 2012 | 323,019 | 18,595 | 65,254 | 10,500 | 1,400,000 | 1,817,368 | |
Additions during the year | - | - | 434 | - | - | 434 | |
Disposals during the year | - | - | - | - | - | - | |
Cost at 31 March 2013 | 323,019 | 18,595 | 65,688 | 10,500 | 1,400,000 | 1,817,802 | |
Depreciation at 31 March 2012 | 109,677 | 18,050 | 63,670 | 8,754 | 35,625 | 235,776 | |
Charge for the year | 54,090 | 545 | 1,238 | 1,746 | 22,500 | 80,119 | |
Disposals during the year | - | - | - | - | - | - | |
Depreciation at 31 March 2013 | 163,767 | 18,595 | 64,908 | 10,500 | 58,125 | 315,895 | |
Net book amount at 31 March 2013 | 159,252 | - | 780 | - | 1,341,875 | 1,501,907 | |
Cost at 31 March 2011 | 103,019 | 18,595 | 63,237 | 10,500 | 1,400,000 | 1,595,351 | |
Additions during the period | 220,000 | - | 2,017 | - | - | 222,017 | |
Disposals during the period | - | - | - | - | - | - | |
Cost at 31 March 2012 | 323,019 | 18,595 | 65,254 | 10,500 | 1,400,000 | 1,817,368 | |
Depreciation at 31 March 2011 | 68,748 | 15,433 | 60,710 | 6,654 | - | 151,545 | |
Charge for the period | 40,929 | 2,617 | 2,960 | 2,100 | 35,625 | 84,231 | |
Disposals during the period | - | - | - | - | - | - | |
Depreciation at 31 March 2012 | 109,677 | 18,050 | 63,670 | 8,754 | 35,625 | 235,776 | |
Net book amount at 31 March 2012 | 213,342 | 545 | 1,584 | 1,746 | 1,364,375 | 1,581,592 | |
Net book amount at 31 March 2011 | 34,271 | 3,162 | 2,527 | 3,846 | 1,400,000 | 1,443,806 | |
13 | Investment in subsidiaries | 2013Company$ | 2012Company$ |
Cost at the beginning of the year | 219,104 | 219,104 | |
Disposal during the year | (1,000) | - | |
Cost at the end of the year | 218,104 | 219,104 |
The principal subsidiaries of African Consolidated Resources plc, all of which are included in these consolidated Annual Financial Statements are as follows: | ||||||
Company | Country of registration | Class | Proportion held by group | Proportion held by group | Nature of business | |
2013 | 2012 | |||||
African Consolidated Resources PTC Ltd * | BVI | -% | -% | Nominee company | ||
Millwall International Investments Limited | BVI | Ordinary | 100% | 100% | Mining exploration and development | |
Mimic Mining UK Limited | United Kingdom | Ordinary | 100% | 100% | Holding company | |
African Consolidated Resources (Zambia) Limited | Zambia | Ordinary | 100% | 100% | Mining exploration and development | |
ACR Mauritius Limited** | Mauritius | Ordinary | Nil% | 100% | Holding company | |
African Consolidated Resources (Romania) SRL | Romania | Ordinary | 100% | 100% | Mining exploration and development | |
Moorestown Limited | BVI | Ordinary | 100% | 100% | Mining exploration and development | |
Canape Investments (Private) Limited | Zimbabwe | Ordinary | 100% | 100% | Mining exploration and development |
* Previously 'Touzel Holdings Limited'. The Company has effective control of this entity.
The voting rights are equal to the proportion of the shares held.
** ACR Mauritius was deregistered during the course of the year.
14 | Loan to Group Companies | 2013Group$ | 2012Group$ | 2013Company$ | 2012Company$ |
Loan to Group Companies | - | - | 28,976,330 | 33,401,577 |
Loans to Group companies are repayable on demand, subject to relevant exchange control approvals being obtained. The treatment of this balance as non-current reflects the Company's expectation of the timing of receipt. |
15 | Inventory | 2013Group | 2012Group | ||
Material and supplies | 11,610 | 9,493 | - | - |
There is no material difference between the replacement cost of stocks and the amount stated above. The amount of inventory recognized as an expense during the year was $119,030 (2012 - $103,420). |
16 | Receivables | 2013Group$ | 2012Group$ | 2013Company$ | 2012Company$ |
Other receivables | 1,167,148 | 471,883 | 153,930 | 178,367 | |
Prepayments | 160,126 | 87,012 | 19,293 | 38,317 | |
VAT | 578,053 | 464,572 | - | - | |
1,905,327 | 1,023,467 | 173,223 | 216,684 |
All amounts are due for payment within one year. No receivables are past due or impaired. |
17 | Available for sale investments | ||||
Fair value at the beginning of the year | 65,833 | 46,789 | 566 | 566 | |
Movement in fair value | 24,460 | 19,044 | 14,140 | - | |
Fair value at the end of the year | 90,293 | 65,833 | 14,706 | 566 |
Available for sale investments comprise shares in quoted companies. |
18 | Trade and other payables | ||||
Trade payables | 286,088 | 89,694 | - | - | |
Other payables | 41,316 | 21,419 | 3,633 | 3,209 | |
Other taxes and social security taxes | - | 2,435 | - | 1,794 | |
Accrued expenses | 509,796 | 345,609 | 244,200 | 289,132 | |
837,200 | 459,157 | 247,833 | 294,135 |
All amounts fall due for payment within 45 days with the exception of the liability in respect of share based payments which will fall due upon exercise of the share appreciation rights, as set out in Note 21 under Cash-settled share based payments. The value of the liability at 31March 2013 was $Nil (2012; $Nil). |
19 | Financial instruments - risk management Significant accounting policies Details of the significant accounting policies in respect of financial instruments are disclosed in Note 1 to the financial statements. The Group's financial instruments, comprise available for sale investments (note 17), cash and items arising directly from its operations such as other receivables and trade payables. Financial risk management The Board seeks to minimise its exposure to financial risk by reviewing and agreeing policies for managing each financial risk and monitoring them on a regular basis. No formal policies have been put in place in order to hedge the Group and Company's activities to the exposure to currency risk or interest risk, however this will be considered periodically by the Board. No derivatives or hedges were entered into during the year. The Group and Company is exposed through its operations to the following financial risks: · Credit risk · Cash flow interest rate risk · Liquidity risk · Foreign currency risk The policy for each of the above risks is described in more detail below. The principal financial instruments used by the Group, from which financial instruments risk arises are as follow: · Receivables · Cash and cash equivalents · Trade and other payables (excluding other taxes and social security) · Available for sale investments The table below sets out the carrying value of all financial instruments by category and where applicable shows the valuation level used to determine the fair value at each reporting date. The fair value of all financial assets and financial liabilities is not materially different to the book value. |
2013 Group | 2012 Group | 2013 Company | 2012 Company | ||
$ | $ | $ | $ | ||
Loans and receivables | |||||
Cash and cash equivalents | 10,961,662 | 3,031,019 | 10,371,587 | 2,656,777 | |
Receivables | 1,167,148 | 471,883 | 153,930 | 178,367 | |
Loan to Group Companies | - | - | 28,976,330 | 33,401,577 | |
Available for sale financial assets | |||||
Available for sale investments (valuation level 1) | 90,293 | 65,833 | 14,706 | 566 | |
Other liabilities | |||||
Trade and other payables | 837,200 | 456,722 | 247,833 | 290,551 |
Credit risk Financial assets which potentially subject the Group and the Company to concentrations of credit risk consist principally of cash, short term deposits and other receivables. Cash balances are all held at recognised financial institutions. Other receivables are presented net of allowances for doubtful receivables. Other receivables currently form an insignificant part of the Group's and the Company's business and therefore the credit risk associated with them are also insignificant to the Group and the Company as a whole. The Company has a credit risk in respect to inter-company loans to subsidiaries. The recoverability of these balances in dependent on the commercial viability of the exploration activities undertaken by the respective subsidiary companies. The credit risk of these loans is managed as the directors constantly monitor and assess the viability and quality of the respective subsidiary's investments in intangible mining assets. Inter-company loan amounts between the holding company and its Zimbabwean subsidiary Canape Investments, are subject to credit risk in so far as the Zimbabwe's exchange control regulations, which change from time to time, may prevent timeous settlement. Maximum exposure to credit risk The Group's maximum exposure to credit risk by category of financial instrument is shown in the table below: | |||||
2013 Carryingvalue | 2013 Maximum exposure | 2012 Carryingvalue | 2012 Maximum exposure | ||
Loans and receivables | $ | $ | $ | $ | |
Cash and cash equivalents | 10,961,662 | 10,961,662 | 3,031,019 | 3,031,019 | |
Receivables | 1,167,148 | 1,167,148 | 471,883 | 471,883 |
The Company's maximum exposure to credit risk by class of financial instrument is shown in the table below : | |||||
Loans and receivables | |||||
Cash and cash equivalents | 10,371,587 | 10,371,587 | 2,656,777 | 2,656,777 | |
Receivables | 153,930 | 153,930 | 178,367 | 178,367 | |
Loan to Group Companies | 28,976,330 | 28,976,330 | 33,401,577 | 33,401,577 |
Cash flow interest rate risk The Group has adopted a non speculative policy on managing interest rate risk. Only approved financial institutions with sound capital bases are used to borrow funds and to invest surplus funds in. The Group and the Company had no borrowing facilities at either the current year end or previous period end. The Group and the Company seeks to obtain a favourable interest rate on its cash balances through the use of bank deposits. At the year end the Group had a cash balance of $10,962,662 (2012: $3,031,019) which was made up as follows: | |||
2013Group$ | 2012Group$ | ||
British pounds | 3,160,592 | 739,964 | |
United States dollars | 7,782,372 | 2,291,055 | |
Euro | 18,698 | - | |
10,961,662 | 3,031,019 |
Included within the above are amounts of £ 2,078,058 ($3,160,592) (2012: £462,774 ($739,964)) and US$7,210,263 (2012: $472,744)) held within fixed and floating rate deposit accounts. Interest rates range between 1% to 2% based on bank interest rates. | |
The Group received interest for the year on bank deposits of $ 3,686 (2012: $27,616). | |
The effect of a 10% reduction in interest rates during the year would, all other variables held constant have resulted in reduced interest income of $368 (2012: $2,762). Conversely the effect of a 10% increase in interest rates during the year would, on the same basis, have increased interest income by $368 (2012: $2,762). |
At the year end, the Company had a cash balance of $10,371,587 (2012 : $2,656,777) which was made up as follows: | ||||
2013 | 2012 | |||
Company | Company | |||
$ | $ | |||
Pounds Sterling | 3,160,592 | 739,964 | ||
United States dollars | 7,210,995 | 1,916,813 | ||
10,371,587 | 2,656,777 | |||
The Group and the Company has no interest bearing debts at either the current year end or previous period end. Liquidity risk Any borrowing facilities are negotiated with approved financial institutions at acceptable interest rates. All assets and liabilities are at fixed and floating interest rate. The Group and the Company seeks to manage its financial risk to ensure that sufficient liquidity is available to meet the foreseeable needs both in the short and long term. As set out in Note 18 the consolidated trade and other payables balance of $837,200 (2012: $459,157) is all due for payment within 45 days of the reporting date, except for $Nil (2012: $Nil) in respect of the share based payment liability. The Company has sufficient cash resources to settle these outstanding liabilities as they fall due. |
Foreign currency risk Foreign exchange risk is inherent in the Group's and the Company's activities and is accepted as such. The majority of the Group's expenses are denominated in United States Dollars and therefore foreign currency exchange risk arises where any balance are held or costs incurred, in currencies other than the United States Dollars. This foreign exchange risk differs from the risk reported in prior years where the functional and presentational currency of the Group was UK Pounds Sterling. At 31 March 2013 and 31 March 2012, the currency exposure of the Group was as follows: |
At 31 March 2013 | UK Sterling $ | US Dollars $ | Other Currencies $ | Total $ | |
Cash and cash equivalents | 3,160,592 | 7,782,372 | 18,698 | 10,961,662 | |
Other receivables | 41,858 | 1,863,469 | - | 1,905,327 | |
Trade and other payables | (203,348) | (633,852) | - | (837,200) | |
Available for sale investments | - | 90,293 | - | 90,293 |
At 31 March 2012 | |||||
Cash and cash equivalents | 739,964 | 2,291,055 | - | 3,031,019 | |
Other receivables | 46,871 | 976,596 | - | 1,023,467 | |
Trade and other payables | (167,880) | ( 291,277) | - | (459,157) | |
Available for sale investments | - | 65,833 | - | 65,833 |
The effect of a 10% strengthening of Sterling against the US dollar at the balance sheet date, all other variables held constant, would have resulted in increasing post tax losses by $288,520 (2012 : $61,890). Conversely the effect of a 10% weakening of Sterling against the US dollar at the balance sheet date, all other variables held constant, would have resulted in decreasing post tax losses by $288,520 (2012 : $61,890). At 31 March 2013 and 31 March 2012, the currency exposure of the Company was as follows: |
At 31 March 2013 | UK Sterling $ | US Dollars $ | Total $ | |
Cash and cash equivalents | 3,160,592 | 7,210,995 | 10,371,587 | |
Other receivables | 43,648 | 129,575 | 173,223 | |
Loans to Group companies | - | 28,976,330 | 28,976,330 | |
Trade and other payables | (126,907) | (120,926) | (247,833) | |
Available for sale investments | - | 14,706 | 14,706 | |
At 31 March 2012 | ||||
Cash and cash equivalents | 739,964 | 1,916,813 | 2,656,777 | |
Other receivables | 48,661 | 168,023 | 216,684 | |
Loans to Group companies | - | 33,618,365 | 33,618,365 | |
Trade and other payables | (153,239) | (137,314) | (290,553) | |
Available for sale investments | - | 566 | 566 |
Capital The objective of the directors is to maximise shareholder returns and minimise risks by keeping a reasonable balance between debt and equity. To date the Company and Group has minimised risk by being purely equity financed. The capital employed by the Group and Company is comprised of equity attributable to shareholders. |
20 | Share capital | Number of shares | Nominal value | Share premium |
£ | £ | |||
Authorised | ||||
Ordinary shares of £0.01 each | 1,000,000,000 | 10,000,000 | - | |
Issued | $ | $ | ||
As at 31 March 2011 | 369,502,451 | 6,459,717 | 41,722,066 | |
Issued during the period | 89,481,325 | 1,448,332 | 6,760,395 | |
As at 31 March 2012 | 458,983,776 | 7,908,049 | 48,482,461 | |
Issued during the period | 386,939,148 | 6,096,249 | 14,268,398 | |
As at 31 March 2013 | 845,922,924 | 14,004,298 | 62,750,859 |
Details of the shares issued during the year are as per the Statement of Changes of Equity. The number of shares reserved for issue under share options at 31 March 2013 was 59,500,000 (2012: 25,500,000). The number of shares held by the EBT at 31 March 2013 was 32,500,000 (2012: 17,000,000), see note 21 for additional details about the EBT. |
21 | Share based payments | ||||||
Equity-settled share based payments | |||||||
The Company operates an unapproved share option plan for directors, senior management and staff consultants. The tables below reconcile the opening and closing number of share options in issue at each reporting date: | |||||||
Share options Exercise price | Outstanding at | Exercised during last | Lapsed during last | Granted during last | Outstanding at | Final exercise date | |
31 March 2012 | 12 months | 12 months | 12 months | 31 March 2013 | |||
5.0p | - | - | - | 15,000,000 | 15,000,000 | August 2015 | |
5.0p | - | - | - | 8,000,000 | 8,000,000 | December 2015 | |
5.0p | - | - | - | 2,500,000 | 2,500,000 | December 2015 | |
5.0p | - | - | - | 3,500,000 | 3,500,000 | August 2015 | |
10.0p | 25,500,000 | - | - | - | 25,500,000 | March 2014 | |
10.0p | - | - | - | 5,000,000 | 5,000,000 | August 2015 | |
25,500,000 | - | - | 34,000,000 | 59,500,000 | |||
Share options Exercise price | Outstandingat | Exercised during last | Lapsed during last | Granted during last | Outstandingat | Final exercise date | |
31 March 2011 | 12 months | 12 months | 12 months | 31 March 2012 | |||
4.5p | 2,500,000 | (2,500,000) | - | - | - | June 2011 | |
4.5p | 5,250,000 | (5,250,000) | - | - | - | June 2011 | |
7.0p | 37,500 | - | (37,500) | - | - | June 2011 | |
10.0p |
Latest directors dealings
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