Final Results

RNS Number : 8949N

Acorn Minerals PLC

31 July 2014

ACORN MINERALS PLC

("Acorn" or the "Company")

Final Results for the year ended 31 March 2014 and notice of AGM

NOTICE OF AGM

Copies of the Annual Report and Accounts for the year ended 31 March 2014 and the Notice of Annual General Meeting ("AGM") were posted to shareholders today.

The AGM is to be held at 16 Great Queen Street, London WC2B 5DG at 10 a.m. on Wednesday 10 September 2014.

A copy of the Annual Report and Accounts together with the AGM notice is available from the Company's website at http://www.acornminerals.com.

ANNUAL REPORT AND ACCOUNTS

Chairman's Report

It is with pleasure that I present the annual report to shareholders for the year ended 31^st March 2014.

In the past 12 months your board has continued to identify and assess suitable opportunities in the mining, minerals & energy sectors, including both conventional and alternative energy projects as well as mining and energy infrastructure projects that are consistent with our investment strategy.

To date we have reviewed well over 20 projects that meet this criteria including one where we reached the point of entering into conditional agreements with the target shareholders. As a result of advancing to this stage we sought to have the shares of the company suspended pending carrying out a due diligence review.

Unfortunately this 2 month long review revealed issues that posed a risk to the value of the project in question that were unacceptably high and consequently on 9^th July 2014 we advised the LSE that a number of the conditions precedent to the offer could not be met and that our offer had been terminated. Shares in Acorn resumed trading on 10^th July 2014.

Whilst it was disappointing to carry out as much work as we had only to terminate the agreement your board did so because it was concluded that to proceed would not have been in the best interests of shareholders.

At the period end we have approximately £1.319m cash, no debt and continue to keep administration costs to a minimum so that maximum funds can be dedicated to the review of, and potentially investment in, suitable projects.

We will continue to review projects where we believe value can be created for Acorn shareholders which requires considerable work by your board and on your behalf I thank my fellow directors Charles Goodfellow and Brent Fitzpatrick for their effort and commitment to this cause and I also thank you for your ongoing support.

Tony Brennan

Executive Chairman

For further information, please contact:

Acorn Minerals Plc Tel: +61 8 9322 5944 www.acornminerals.com

Anthony Brennan, Executive Chairman

Shore Capital Tel: 020 7408 4090

Bidhi Bhoma / Toby Gibbs (corporate finance)

Jerry Keen (corporate broking)

Directors' Report

As at 31^st March 2014

The Directors have pleasure in presenting their report and the financial statements for the year ended 31^st March 2014.

Principal activity

The principal activity of the company is that of an investment company with a view to investing in the mining, minerals and energy sectors.

Business review

It has no operating history, and no revenues or results of operations, meaning that there is no basis on which to evaluate the company's performance or its ability to achieve its business objective of acquiring and operating a suitable energy or mining company or project. The company will only commence operations and will not generate any revenues from operations, if any, unless and until an acquisition has been completed, and there can be no guarantee that an acquisition will be completed.

The company's business strategy and business model depend on the successful completion of an acquisition and on the effective and successful running of the company or project acquired. There can be no guarantee that the Directors will be able to identify a suitable target acquisition, that the acquisition will be successfully completed, or that the company or project acquired will be profitable, which may have a material adverse effect on the company's business financial condition or results of operations.

This review does not contain information regarding the impact of the business on the environment, the company's employees or the social and community issues surrounding the company.

The company has letters of appointment in place with each of the Directors.

The company, the Directors and Delta Capital Pty Ltd entered into a Corporate Advisor Mandate dated 16^th August 2012, pursuant to which each of Delta Capital Pty Ltd in association with Stellar Securities, has severally agreed to provide general corporate advice to the company, including in respect of the Placing. Delta Capital Pty Ltd in association with Stellar Securities are mandated to use reasonable endeavours to identify suitable opportunities for the company to invest in the mineral and mining sector, including opportunities in conventional energy and alternative energy sources mining and energy infrastructure projects and minerals exploration, and the mining sector generally.

The company and the Registrar have entered into the Registrar Agreement dated 13^th

February 2012, pursuant to which the Registrar has agreed to act as registrar to the

company and to provide transfer agency services and certain other administrative services to the company in relation to its business and affairs.

A review of the company's activities and future developments are set out within the Chairman's report.

Directors' report (continued)

Directors & their interests

The Directors who served during the year, and their interests, are as stated below:

At 1 April 2013 At 31 March 2014

No of ordinary No of ordinary

Shares Shares

A Brennan 1,000,000 1,000,000

N B Fitzpatrick - -

C E Goodfellow - -

Each of the three directors hold 150,000 (2013: 150,000) ordinary share options of 2p shares.

Since the year end there have been no changes to the shares held by the Directors.

Substantial shareholdings

At the date of this report, the Directors were aware of the following shareholding in excess of 3% in the company's issued share capital:

Number of Percentage of issued

ordinary Shares ordinary share

capital

Lynchwood Nominees Ltd 1,300,000 9.1%

A Brennan 1,000,000 7.0%

Orion Resources Ltd 625,000 4.4%

A Coward 612,500 4.3%

T Coward 612,500 4.3%

Barclay Wells Ltd 593,750 4.2%

M Van Druten 562,000 3.9%

DVD BD 550,000 3.9%

Stellar Securities 500,000 3.5%

P Conboy 500,000 3.5%

C Coward 500,000 3.5%

L Van Druten 450,000 3.2%

P Coward 475,000 3.3%

Directors

The Board currently comprises three Directors, all of whom have extensive experience in investment, corporate finance and project assessment regionally and internationally and are well-placed to implement the company's business objective and strategy. Any further appointments to the Board would be made after due consideration to the company's requirements and to the availability of candidates with the requisite skills and where applicable, depth of sector experience.

Anthony Thomas Brennan, B.Bus CA, Executive Chairman

Mr Brennan is a Chartered Accountant by profession with a career of over thirty years and has been a Director of the company since its incorporation. He was previously a partner in an

Australian national accounting firm and has extensive experience in financial management.

Since leaving the profession in 1990, Mr Brennan has played a leading role in a number of

Australian resource companies, including the role of Managing Director of Mount Edon Gold

Directors' report (continued)

Mines Limited for seven years. Mount Edon Gold Mines Limited was an ASX listed company that discovered and developed the multimillion ounce Tarmoola Gold mine in Western Australia which in 1997 was subject of a $A200+ million takeover by Canadian miner Teck.

He has since held the position of Chairman or Managing Director of a number of ASX listed mining and exploration companies.

In 2004, he founded Delta Capital Pty Limited to provide boutique investment banking and corporate advisory services and the company is the holder of a current Australian Financial

Services licence (AFS licence number 277935). Delta Capital Pty Limited has provided corporate advice to, brokered transactions and raised capital for companies involved in the US oil and gas industry, the Australian gold mining industry, South African coal mining industry, minerals exploration in Australia, South America and Africa, the US coal industry and the Australian alternative energy sector. In recent years, Delta Capital Pty Ltd has introduced clients in both the alternative energy and conventional energy sectors to the London capital markets from which those companies have raised funding in excess of US$120 million in both alternative energy and conventional energy sectors.

Charles Edouard Goodfellow, Non-executive Director

Mr Goodfellow has over 25 years' experience in stockbroking, having worked at City firms such as Sheppards and Chase, Charterhouse Tilney, NCL Investments, Peel Hunt, Panmure Gordon and Libertas Capital covering a broad range of institutional clients in the UK and the Continent.

Mr Goodfellow has spent the last three years with Novus Capital Markets in Corporate Finance where he has been involved in fund raisings for a range of small private and public companies in the oil & gas natural resources, and clean technology sectors.

Mr Goodfellow specializes in targeting early and development stage opportunities, developing relationships with management teams, advising and assisting those teams, raising funds for those projects and offering follow-on services. Having worked in both the private and public company funding area, Mr Goodfellow is experienced at bridging the gap between private and public companies. Mr Goodfellow is fluent in several European languages and is an FCA Approved Person.

Nigel Brent Fitzpatrick MBE, Non-executive Director

Mr Fitzpatrick has over 20 years' experience as a corporate finance consultant. In the last 15 years he has been instrumental in advising a number of companies on their acquisitions, funding and subsequent flotations. Mr Fitzpatrick was Chairman of Global Marine Energy PLC, a listed oil services company. He is currently Chairman of RiskAlliance Group Ltd, Halcyon Oil & Gas Limited and Aboyne-Clyde Rubber Estates of Ceylon Limited. He is a member of the Audit Committee Institute. In the Queen's Birthday Honours List 2012, Mr Fitzpatrick was awarded an MBE for services to education.

Directors' report (continued)

Strategic decisions

The Board will provide leadership within a framework of appropriate and effective controls. The Board will set up, operate and monitor the corporate governance values of the company, and will have overall responsibility for setting the company's strategic aims, defining the business objective, managing the financial and operational resources of the Company and

reviewing the performance of the officers and management of the company's business both prior to and following an acquisition.

Financial risk management

The company has a simple capital structure and its principal financial asset is cash. The company has no material exposure to market risk or currency risk, and the Directors manage its exposure to liquidity risk by maintaining adequate cash reserves.

Further details regarding risks are detailed in note 6 to the financial statements.

Political and charitable contributions

During the period the company made no political or charitable donations (2013: £nil).

Corporate governance

As a company listed on the Standard Segment of the Official List of the UK Listing Authority, the company is not required to comply with the provisions of the Corporate Governance Code.

We do not comply with the UK Corporate Governance Code. However, in the interests of observing best practice on corporate governance, the company intends to have regard to the provisions of the Corporate Governance Code insofar as is appropriate, except that:

· Given the size of the Board and the company's current non-operational status, certain provisions of the Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the company as the Board considers these provisions to be inapplicable to the company.

· Until an acquisition is made the company will not have separate audit and risk, nominations or remuneration committees. The Board as a whole will instead review audit and risk matters, as well as the board's size, structure and composition and the scale and structure of the Directors' fees, taking into account the interests of shareholders and the performance of the company. Following the completion of an acquisition, the Board intends to put in place audit and risk, nomination and remuneration committees.

· The Corporate Governance Code recommends that the submission of all Directors for re-election at annual intervals. None of the Directors will be required to be submitted for re-election until the first annual general meeting of the company following an acquisition.

The directors are responsible for internal control in the company and for reviewing effectiveness. Due to the size of the Company, all key decisions are made by the board in full. The directors have reviewed the effectiveness of the company's systems during the period under review and consider that there have been no material losses, contingencies or uncertainties due to weaknesses in the controls. The board do not consider an internal audit function is necessary due to the company being a 'cash shell'.

Directors' report (continued)

Share Capital and voting rights

Throughout the year the Company's authorised, allotted and called up share capital has been £285,760 divided into 14,288,005 ordinary shares of 2p each. Each ordinary share has full voting rights.

Going concern

The company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Directors report.

The company has adequate resource and the Directors believe that the company is well placed to manage its business risks successfully.

The Directors have reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they adopt the going concern basis of accounting in preparing these financial statements.

Carbon emissions

The Company is currently not trading with no head office or employees other than its directors, and therefore has minimal carbon emissions. It is not practical to obtain emissions data.

Financial risk management

The Company's financial risk management objective it to minimise, as far as possible, the company's exposure to such risk as detailed in note 6 to the accounts.

Directors' responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year.

The Company has elected to prepare the financial statements in accordance with International Financial Reporting Standards "IFRS" as adopted by the EU and applicable law.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of their profit or loss for that period.

In preparing the company financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgments and estimates that are reasonable and prudent;

· state whether applicable International Financial Reporting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

· Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors' report (continued)

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The directors confirm that:

· so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and

· the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

To the best of our knowledge:

· the financial statements, prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and

· the annual report, including the strategic report, includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Auditors

Grant Thornton were appointed to fill a casual vacancy.

A resolution to re-appoint Grant Thornton as auditors to the company will be put to the members at the annual general meeting.

This report was approved by the Board on 30^th July 2014 and signed on its behalf by

Mr B Fitzpatrick

Director

Strategic report

Business review

The Company has no operating history, and no revenues or results of operations, meaning that there is no basis on which to evaluate the company's performance or its ability to achieve its business objective of acquiring and operating a suitable energy or mining company or project. The company will only commence operations and will not generate any revenues from operations, if any, unless and until an acquisition has been completed, and there can be no guarantee that an acquisition will be completed.

The Company's business strategy and business model depends on the successful completion of an acquisition and on the effective and successful running of the company or project acquired.

During the year under review the Company has continued to identify and assess suitable opportunities in the mining, minerals & energy sectors, including both conventional and alternative energy projects as well as mining and energy infrastructure projects that are consistent with our investment strategy.

The Company reached the point of entering into conditional agreements with the target shareholders with one of the opportunities reviewed. As a result of advancing to this stage we sought to have the shares of the company suspended pending carrying out a due diligence review. Unfortunately this 2 month long review revealed issues that posed a risk to the value of the project in question that were unacceptably high and consequently on 9^th July 2014 we advised the LSE that a number of the conditions precedent to the offer could not be met and that our offer had been terminated. Shares in Acorn resumed trading on 10^th July 2014.

This review does not contain information regarding the impact of the business on the environment, the company's employees or the social and community issues surrounding the company.

At the period end we have approximately £1.319m cash (2013 : £1.428m), no debt and continue to keep administration costs to a minimum so that maximum funds can be dedicated to the review of, and potentially investment in, suitable projects.

The Company loss for the year is £126,645 (2013: loss of £244,552). The administrative expenses have fluctuated this year as expected due to the Company being a start-up, the costs change dependent upon the projects being reviewed but the board is committed to keeping these to a minimum.

The Company has no employees and has a board of 1 male executive and 2 male non-executive directors.

Principal risks and uncertainties

The preservation of its cash balances remains a principal risk for the company along with the uncertainty of identifying and acquiring a suitable target company. The company is committed to maintaining its minimal operational costs.

Further information about the Company's principal risks are detailed in note 6.

Approved by the Board of Directors and signed on behalf of the Board on 30 July 2014.

Mr B Fitzpatrick

Directors' Remuneration Report

As at 31^st March 2014

This remuneration report sets out the company's policy on the remuneration of executive and non-executive Directors together with details of Directors' remuneration packages and service contracts for the financial year ended 31^st March 2014.

The first part, is the Annual Remuneration Report which details remuneration awarded to directors and non-executive directors during the year. The Annual Remuneration Report will be proposed as an ordinary resolution to shareholders at the Annual General Meeting in September 2014.

The second part, is the Remuneration Policy Report which details the remuneration policy for directors. This policy is subject to a binding vote by shareholders at the Annual General Meeting in September 2014, and if approved will apply for a 3 year period commencing 10 September 2014. The policy is very much in line with the previous policy although the level of disclosure has increased in accordance with the new regulations.

Until an acquisition is made the company will not have a separate remuneration committee. The Board as a whole will instead review the scale and structure of the Directors' fees, taking into account the interests of shareholders and the performance of the company and directors. Following the completion of an acquisition, the Board intends to put in place a remuneration committee.

The company maintains contact with its shareholders about remuneration in the same way as for other matters and, as required by section 439 of the Companies Act 2006, this remuneration report will be put to an advisory vote of the company's shareholders at the Annual General Meeting on 10^th September 2014.

Directors' Remuneration Report (continued)

Annual remuneration report

Directors emoluments (audited)

Directors	Salaries and Fees £	Bonuses	Benefits	Pension	Notional value Of vesting Share options	Total to 31 March 2014
Mr Brennan	15,000	-	-	-	-	15,000
Mr Goodfellow	6,000	-	-	-	-	6,000
Mr Fitzpatrick	6,000	-	-	-	-	6,000

Directors	Salaries and Fees £	Bonuses	Benefits	Pension	Notional value Of vesting Share options	Total to 31 March 2013
Mr Brennan	19,008	-	-	-	-	19,008
Mr Goodfellow	7,000	-	-	-	-	7,000
Mr Fitzpatrick	6,000	-	-	-	-	6,000

Mr A Brennan was appointed as Director of the company on its incorporation on 28^th December 2011 and his services are provided to the company pursuant to a non-executive letter of appointment between Delta Capital Pty Ltd and the company with effect from 28^st

December 2011, under which £15,000 per annum is paid for Mr Brennan's services, payment became due on the date of admission.

Mr C Goodfellow was appointed as director of the company on 25^th January 2012 and entered into a non-executive letter of appointment with the company with effect from 25^th January 2012, under which he is entitled to receive a fee of £6,000 per annum from that date, payment became due on the date of admission.

Mr B Fitzpatrick was appointed as director of the company on 21^st March 2012 and his services are provided to the company pursuant to a non-executive letter of appointment between Ocean Park Developments Limited and the company with effect from 21^st March 2012, under which £6,000 per annum is paid for Mr Fitzpatrick's services, payment became due on the date of admission.

Share options

Each Director holds 150,000 options over Ordinary Shares at an exercise price of £0.20 per share. The options vested immediately upon the adoption of the Share option Scheme, and are exercisable for three years thereafter.

The above share options are unexpired at the year end and had a market price of £0.19 each at 31^st March 2014 (2013 : £0.32), during the period the lowest market price reported was £0.19 each (2013 : £0.25) and the highest market price reported was £0.32 each (2013 : £0.55).

Directors' Remuneration Report (continued)

Payments to past directors

No payments were made to past directors in year ended 31 March 2014.

Payments for loss of office

No payments for loss of office were made in the year ended 31 March 2014.

Directors & their interests

The Directors who served during the year, and their interests, are as stated below:

At 1 April 2013 At 31 March 2014

No of ordinary No of ordinary

Shares Shares

A Brennan 1,000,000 1,000,000

N B Fitzpatrick - -

C E Goodfellow - -

Each of the three directors hold 150,000 (2013: 150,000) ordinary share options of 2p shares, with an exercise price of 20p.

Since the year end there have been no changes to the shares held by the Directors.

Performance graph

A performance graph comparing, over the last two financial years, the total shareholder return of an ordinary share in Acorn Minerals Plc against the total shareholder return of the FTSE All-share index is shown at page 14 of the Annual Report.

Remuneration of the Executive Chairman over the last two years

Year

Executive Chairman

Single total figure of

remuneration

Annual bonus payout

against maximum

opportunity*

Long-term incentive

vesting rates against

maximum opportunity*

2014

Anthony Brennan

15,000

2013

Anthony Brennan

19,008

Directors' Remuneration Report (continued)

The Company does not have a Chief Executive so the table includes the equivalent information for the Executive Chairman.

Percentage change in remuneration of director undertaking role of Executive Chairman

Executive Chairman Other directors

2013 2012 % change 2013 2012 % change

Base salary 15,000 19,008 0% 12,000 13,000 0%

Benefits - - - - - -

Annual bonuses - - - - - -

2012 was for a period longer than 12 months, therefore on a like for like basis there has been no increase or decrease.

The Company does not have a Chief Executive so the table includes the equivalent information for the Executive Chairman.

The comparator group chosen is all of the directors as the Company does not currently have any employees.

Relative importance of spend on pay

The total expenditure of the Company on remuneration to all employees is shown below:

2013 2012

£ £

Employee remuneration - -

Distribution to shareholders - -

Statement of Implementation of Remuneration Policy in the following year

If the policy is approved at the Annual General Meeting in September 2014 it is intended that the remuneration policy take effect from 10 September 2014. The vote on the remuneration policy is binding in nature. The Company may not then make a remuneration payment or payment for loss of office to a person who is, is to be, or has been a director of the Company unless that payment is consistent with the approved remuneration policy, or has otherwise been approved by a resolution of members.

Consideration by the directors of matters relating to directors' remuneration

The board considered the directors' remuneration in the year ended 31 March 2014. No increases were awarded and no external advice was taken in reaching this decision.

Shareholder voting

At the Annual General Meeting on 23 July 2013, there was an advisory vote on the resolution to approve the Remuneration Report the result of which is detailed below:

% of votes for % of votes against % of vote withheld

100% - -

Directors' Remuneration Report (continued)

Remuneration Policy

The remuneration policy below is the Company's policy on directors' remuneration, which will be proposed for a binding vote at the 2014 AGM. If approved it is intended that the policy take effect from 10 September 2014.

In setting the policy, the Board has taken the following into account:

· The need to attract, retain and motivate individuals of a calibre who will ensure successful leadership and management of the Company

· The Company's general aim of seeking to reward all employees fairly according to the nature of their role and their performance

· Remuneration packages offered by similar companies within the same sector

· The need to align the interests of shareholders as a whole with the long-term growth of the Company

· The need to be flexible and adjust with operational changes throughout the term of this policy

Future Policy Table

Element	Purpose	Policy	Operation	Opportunity and performance conditions
Executive directors
Base salary	To award for services provided	The remuneration of Directors is based on the recommendations of the Chairman and comparison with other companies of a similar size and sector. Any Director who serves on any committee, or who devotes special attention to the business of the company, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration as the Directors may determine.	Paid monthly and will be reviewable in 3 years from date of admission.	The total value of Directors' fees that may be paid is limited by the company's Articles of Association to £100,000 per annum.
Pension	N/A	Not awarded	N/A	N/A
Benefits	N/A	Not awarded	N/A	N/A
Annual Bonus	N/A	There is no element of remuneration for performance.	N/A	N/A
Share Options	N/A	Not awarded	N/A	N/A

Directors' Remuneration Report (continued) Remuneration Policy (continued)

Non-executive directors
Base salary	To award for services provided	The Board as a whole determines the remuneration of non-executive Directors based on the recommendations of the Chairman and comparison with other companies of a similar size and sector. There is no element of remuneration for performance. Any Director who serves on any committee, or who devotes special attention to the business of the company, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration as the Directors may determine.	Paid monthly and reviewable in 3 years from date of admission.	The total value of Directors' fees that may be paid is limited by the company's Articles of Association to £100,000 per annum.
Pension	N/A	Not awarded	N/A	N/A
Benefits	N/A	There is no element of remuneration for performance.	N/A	N/A
Share Options	N/A	Not awarded	N/A	N/A

Notes to the Future Policy Table

The Directors shall also be paid by the company all travelling, hotel and other expenses as they may incur in attending meetings of the Directors or general meetings or otherwise in connection with the discharge of their duties.

Remuneration Scenario for Executive Directors

Anthony Brennan

A chart showing an indication of the possible level of remuneration that would be received by Anthony Brennan the Company's only Executive Director in the year commencing 1 April 2014 in accordance with the directors' remuneration policy is shown on page 17 of the Annual Report.

Directors' Remuneration Report (continued)

Remuneration Policy (continued)

Notes

As there is no element of remuneration for performance, Mr Brennan will receive his fixed salary.

Approach to recruitment remuneration

All appointments to the board are made on merit. The components of a new director's remuneration package (who is recruited within the life of the approved remuneration policy) would comprise base salary as outlined above and approach to such appointments are detailed with in the future policy table above. The Company will pay such levels of remuneration to new directors that would enable the Company to attract appropriately skilled and experienced individuals that is not in the opinion of the remuneration committee excessive.

Service Contracts

The executive director and the non-executive Directors are contracted under letters of appointment with the Company and do not have a contract of employment with the Company. None of the directors are entitled to receive compensation for loss of office, they are all appointed on rolling three year contracts which are subject to termination of one months' notice on either side and are subject to annual re-election in accordance with the Company's articles of association. The letters of appointment are kept at the Company's registered office.

Policy on payment for loss of office

There are no contractual provisions agreed prior to 27 June 2012 that could impact on a termination payment. Termination payments will be calculated in accordance with the existing letter of appointment. It is the policy of the Company to appoint directors without extended terms of notice which could give rise to extraordinary termination payments.

Consideration of employment conditions elsewhere in the Company

In setting this policy for directors' remuneration the Board has been mindful of the Company's objective to reward all employees fairly according to their role, performance and market forces. However as the Company does not currently have any employees it has not been able to consider the pay and employment conditions of other employees within the Company nor has any consultation been undertaken with employees in drawing up the policy as a result. The Company has also not used any formal comparison measures.

Consideration of shareholder views

No shareholder views have been taken into account when formulating this policy. In accordance with the new regulations, an ordinary resolution for approval of this policy will be put to shareholders at the AGM in September 2014.

Approved by

Mr B Fitzpatrick

Director

Independent Auditor's Report to the Members of Acorn Minerals PLC

We have audited the financial statements of Acorn Minerals PLC for the year ended 31^st March 2014 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Directors' Responsibilities Statement set out on pages 9 and 10, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uk/apb/scope/private.cfm.

Opinion on financial statements

In our opinion the financial statements:

· give a true and fair view of the state of the company's affairs as at 31^st March 2014 and of its loss for the year then ended;

· have been properly prepared in accordance with IFRSs as adopted by the European Union; and

· have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

· the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and

· the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Independent Auditor's Report to the Members of Acorn Minerals PLC (continued)

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

· adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

· the financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or

· certain disclosures of directors' remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

Nicholas Page
Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

Gatwick

30 July 2014

Statement of Profit or Loss and Other Comprehensive Income

	Year ended 31 March	Period ended 31 March
Note	2014 £	2013 £ £
Revenue	-	-
Administrative costs	(127,622) 373)	,(101,546)
Exceptional items 5	-	(143,421)
Net finance costs 4	977	415
Loss before taxation	(126,645)	(244,552)
Taxation 7	-	-
Loss for the period and total comprehensive income attributable to owners of the company	(126,645)	(244,552)
Loss per share 8
Basic and diluted	(0.009)	(0.036)

All activities of the company are classed as continuing

The notes Form part of these financial statements

Statement of Financial Position

	As at 31 March	As at 31 March
Note	2014 £	2013 £
CURRENT ASSETS
Trade and other receivables 9	-	62,300
Cash and cash equivalents	1,318,730	1,427,669
Total current assets	1,318,730	1,489,969
LIABILITIES
Trade and other payables 10	(23,250)	(67,844)
Total current liabilities	(23,250)	(67,844)
NET ASSETS	1,295,480	1,422,125

EQUITY
Capital and reserves attributable to owners of the company
Share capital 11	285,760	285,760
Share premium	1,380,917	1,380,917
Retained earnings	(371,197)	(244,552)
	1,295,480	1,422,125

These financial statements were approved by the board of Directors and authorised for issue on 30^th July 2014. They were signed on its behalf by:

Mr B Fitzpatrick

Director

Company Registration Number 07892904

The notes Form part of these financial statements

Statement of Changes in Equity

Year ended 31^st March 2014

	Shares issued		Loss for the period	Total
		£	£	£
Comprehensive Income
Loss and total comprehensive income for the period	-		(244,552)	(244,552)

Transactions with owners
Shares issued	285,760		- -	285,760
Share premium	1,473,788		-	1,473,788
Share issue costs	(92,871)		-	(92,871)

Balance at 31^st March 2013	1,666,677		(244,552)	1,422,125

Loss for the year	-		(126,645)	(126,645)

Balance at 31^st March 2014	1,666,677		(371,197)	1,295,480

Statement of Cash Flows

Period ended 31^st March 2014

	Year ended 31 March	Period ended 31 March
	2014 £	2013 £
Cash flows from operating activities
Operating Loss	(127,644)	(101,546)
Exceptional item	,-	(143,421)
Decrease/(Increase) in receivables	62,300	(26,300)
(Decrease)/ Increase in payables	(44,594)	67,844
Net cash used in operating cash flows	(109,916)	(203,423)
Cash flows from investing activities
Interest received	977	415
Net cash generated from investing activities	977	415
Cash flows from financing activities
Issue of share capital for cash	-	1,723,548
Share issue costs	-	(92,871)
Net cash generated from financing activities	-	1,630,677

Net (decrease)/increase in cash and cash equivalents	(108,939)	1,427,669
Net cash at start of the period	1,427,669	-
Cash and cash equivalents at 31^st March	1,318,730	1,427,669

Notes to the Financial Statements

1. Accounting policies

General information

The company is incorporated in England and Wales and is domiciled in the UK. Its registered office and principal place of business is at Thames House, Portsmouth Road, Esher, Surrey, KT10 9AD.

Basis of accounting

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS as adopted and endorsed by the EU) and the Companies Act 2006 applicable to companies reporting under IFRS. These comprise standards and interpretations approved by the IASB together with interpretations approved by the IASC that remain in effect and to the extent that they have been adopted by the EU.

The financial statements have been prepared on the historical cost basis and are presented in pounds sterling.

Changes in accounting policies

The accounting policies for the year are consistent with those applied in the period to 31 March 2013. With the amendments arising from IAS1: Presentation of Financial Statements - Presentation of Items of Other Comprehensive Income have been applied early in 2013.

None of the new standards, interpretations and amendments, which were effective for the year ended 31 March 2014:

IAS 12 (amended): Deferred tax - Recovery of underlying assets (effective 1 January 2013);

IFRS 7 (amended): Disclosures - transfer of financial assets (effective 1 January 2013); and

IFRS 13: Fair value measurement (effective 1 January 2013);

had a material effect on the company's financial statements.

Critical accounting estimates and judgements

Key risks are detailed in note 6.

To be able to prepare financial statements according to generally accepted accounting principles, management and the Board must make estimates and assumptions that affect the recorded asset and liability items as well as other information, such as that provided on provisions. These estimates are based on historical experience and various other assumptions that management and the Board believe are reasonable under the circumstances. The results of these form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

New standards and interpretations not yet adopted

At the date of approval of these financial statements, there were no standards endorsed but not yet adopted by the EU that would have a material impact on the company's results.

Notes to the Financial Statements (continued)

1. Accounting policies (continued)

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are reported at the rates of exchange prevailing at that date.

Going concern

The company's activities, together with the factors likely to affect its future development and performance, the financial position of the company, its cash flows and liquidity position have been considered by the Directors, taking account of the current market conditions which demonstrate that the company shall continue to operate within its own resources.

The Directors believe that the company is well placed to manage its business risks successfully, and that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they consider it appropriate to adopt the going concern basis in preparing the Annual Report and Financial Statements.

Trade and other receivables

Trade and other receivables are recognised initially at fair value plus transaction cost. Subsequent to initial recognition they are carried at amortised cost. When objective evidence exists that the asset is impaired the estimated irrecoverable amount is written off to the Statement of Profit or Loss and Other Comprehensive Income.

Trade and other payables

Trade and other payables are recognised initially at fair value plus transaction cost. Subsequent to initial recognition they are carried at amortised cost.

Taxation

Current tax including UK corporation tax is provided at amounts expected to be paid (or recovered) using rates and laws that have been enacted or substantively enacted at the balance sheet date.

Deferred tax is provided in full at appropriate rates in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes, if those timing differences are not permanent and have originated but not reversed by the balance sheet date. The deferred tax balance has not been discounted.

Timing differences are differences between taxable profits and results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised on the financial statements.

Deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not there will be suitable taxable profits from which the future reversal of the underlying difference can be deducted.

Notes to the Financial Statements (continued)

1. Accounting policies (continued)

Taxation (continued)

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Financial instruments

Financial assets and financial liabilities are recognised on the company's statement of financial position when the company has become party to the contractual provisions of the instrument.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly liquid investments and bank overdrafts with an original maturity of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.

Share capital

Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or a financial asset.

The company's ordinary shares are classified as equity instruments.

Equity instruments

Where equity instruments are granted to persons other than employees, the statement of comprehensive income is charged with the fair value of goods and services received.

Exceptional items

Exceptional items are those which in the Directors view are required to be separately disclosed by virtue of their size and nature to enable a full understanding of the company's financial performance.

Notes to the Financial Statements (continued)

2. Result from operations

The entity has not yet commenced trading and as such there is no segmental activities to report on.

Results from operations are stated after charging:

	2014	2013
	£	£
Auditors' remuneration -
Fees payable for audit of accounts	10,000	8,500
Fees payable for other audit services	-	2,000
Fees payable for other non-audit services	-	9,750
	10,000	20,250

3. Directors' remuneration

Directors received the following fees:

	2014	2013
	£	£

A Brennan (Paid to Delta Capital Pty Ltd)	15,000	19,008
B Fitzpatrick (Paid to Ocean Park Developments Ltd)	6,000	6,000
C Goodfellow	6,000	7,000
	27,000	32,008

Each of the Directors holds 150,000 (2013 : 150,000) share options. No options were exercised in the period. Other than the Directors there were no employees of the company.

4. Net finance costs

	2014	2013
	£	£

Bank interest received on cash deposits	977	415
	977	415

5. Exceptional item

	2014	2013
	£	£

Listing costs	-	143,421
	-	143,421

The exceptional item represents all costs associated with the listing on to the London Stock Exchange.

Notes to the Financial Statements (continued)

6. Financial instruments

The company is exposed through its operations to the following financial risks:

Principal financial instruments

The principal financial instruments used by the company, from which financial instrument risk arises, are as follows:

· Cash and cash equivalents

A summary of the financial instruments held by category is provided below:

0Financial Assets

		Loans and
	Receivables
	2014
	£

Other debtors	-
Cash and cash equivalents	1,318,730
Total financial assets	1,318,730

		Loans and
	Receivables
	2013
	£

Other debtors	62,300
Cash and cash equivalents	1,427,669
Total financial assets	1,489,969

Notes to the Financial Statements (continued)

6. Financial instruments (continued)

Financial Liabilities

		Carried at amortised cost
		2014
		£

Accruals		23,250
Total financial liabilities		23,250


		2013
		£

Directors loan account		8,000
Accruals		59,844
Total financial liabilities		67,844

The Board has overall responsibility for the determination of the company's risk management objectives and policies and, whilst retaining ultimate responsibility for them. The Board's ultimate objective is to set policies that seek to reduce risk as far as possible without unduly affecting the company's competitiveness and flexibility. Further details regarding these policies are set out below:

Interest rate risk

The Company does not have an interest rate policy in isolation but regularly reviews the interest rates being received on deposits. The company is not operating in an overdraft position.

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating 'A' are accepted.

Capital risk management

The company monitors "adjusted capital" which comprises all components of equity (i.e. share capital, share premium and retained earnings).

The company's objectives when maintaining capital are:

· to safeguard the entity's ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders, and

· to provide an adequate return by finding a suitable acquisition.

Notes to the Financial Statements (continued)

6. Financial instruments (continued)

The company sets the amount of capital it requires in proportion to risk. The company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Liquidity risk

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

The proceeds raised from the placing are being held as cash deposits to enable the company to fund an acquisition as and when a suitable acquisition is found.

The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:

Under 3 3 - 12 Total

Months Months

£ £ £

As at 31^st March 2014

Trade and other payables 23,250 - 23,250

23,250 - 23,250

As at 31^st March 2013

Trade and other payables 2,500 65,344 67,844

2,500 65,344 67,844

Cash in bank

A significant amount of cash is held with the following institutions:

	2014	2013
	£	£

HSBC PLC	1,318,730	1,427,669
	1,318,730	1,427,669

Sensitivity analysis

Sensitivity analysis has been performed on all risks documented. There was no material difference to disclosures made on financial assets and liabilities.

Notes to the Financial Statements (continued)

7. Taxation

The tax charge comprises
Mainstream corporation tax deriving from losses for the year at 23% (2013: 24%)
	2014 £	2013 £
Current Tax Charge	-	-
Deferred Tax	-	-
Total tax on loss from ordinary activities	-	-

The tax charge for the period differs from that resulting from applying the standard rate of UK corporation tax of 23% (2013: 24%) to the loss before tax for the reasons set out in the following reconciliation.

	2014 £	2013 £
Loss per the financial statements	(126,645)	(244,552)
Loss by rate of tax	(29,128)	(58,692)
Add items not deductible for tax	37	34,421
Less loss carried forward	29,091	24,271

Tax charge per the accounts	-	-

At 31^st March 2014 the company had corporation tax losses of approximately £227,612 (2013: £101,131) that may be available to carry forward against future profits. No deferred tax asset has been recognised in respect of these losses due to there being uncertainty as to whether sufficient future taxable profits will be generated by the company in the near future, to prudently justify this.

8. Loss per share

The calculation of the basic and fully diluted loss per share is based on the loss for the period after tax of £126,645 (2013: £244,552) divided by the weighted average issued ordinary shares of 14,288,005 (2013: 6,770,291).

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The company has made a loss and the potential share options are therefore anti-dilutive.

Notes to the Financial Statements (continued)

9. Trade and other receivables

	2014	2013
	£	£

Unpaid share capital	-	36,000
Other debtors	-	26,300
	-	62,300

All debtors are receivable within one year of the reporting date, and are reported after taking impairment into account. As at 31^st March 2014 there was no provision in respect of impairment, and debts passed due amounted to £nil (2013: £62,300). All amounts considered uncollectible have been written off.

The Directors consider that the carrying amount of trade and other receivables approximates their fair value.

10. Trade and other payables

	2014	2013
	£	£

Director's loan account	-	8,000
Accruals	23,250	59,844
	23,250	67,844

The book values equate to their fair values.

11. Share capital

Authorised, allotted and called up share capital:

	2014	2014	2013	2013
	Number	£	Number	£
Ordinary shares of £0.02 each at 31 March	14,288,005	285,760	14,288,005	285,760

Share options

The company has established an executive share option scheme, the Acorn Minerals PLC Share Option Scheme, under which the options have been granted to the Directors over ordinary shares. The Share option scheme was adopted by the board on 8^th October 2012, and on that date each Director was awarded 150,000 options over Ordinary Shares at an exercise price of £0.20 per share. The options vested immediately upon the adoption of the Share option Scheme, and are exercisable for three years thereafter.

The options have been valued, using the Black Scholes method, in the Directors' view these are immaterial and as such the value has not been included in the financial statements.

As at the period end 450,000 share options remain available for exercise with the weighted average exercise price of £0.20. The weighted average remaining contractual life of the share options is 2.5 years.

Notes to the Financial Statements (continued)

12. Related parties

Mr A Brennan, a Director of Acorn Minerals PLC is also a Director of Delta Capital Pty Ltd. Delta Capital Pty Ltd has entered into a Corporate Advisor Mandate with the company. During the year the following was paid to Delta Capital Pty Ltd:

	2014	2013
	£	£
Capital raising fees	-	54,225
Listing fees	-	38,000
Project travel costs reimbursed	-	19,850
Directors fees	15,000	19,008
	15,000	131,083

Included within accruals is an amount of £nil (2013: £38,000) relating to fees for services provided by Delta Capital Pty Ltd.

Additionally, should Delta Capital Pty Ltd and/or Stellar Securities identify and introduce the company to business opportunities and the company takes up such opportunities, the company has agreed to pay Delta Capital Pty Ltd and Stellar Securities a success fee of £100,000 and to grant options that equal 2% of the enlarged issued capital of the company after the acquisition has been completed and any associated capital raisings have been completed.

At the year end the company owed Mr A Brennan £nil (2013: £8,000). This loan was due to payments made to the company totalling £27,090 and repayments of £19,090. Subsequent to the year end the loan balance has been waived by the director.

Mr B Fitzpatrick, a Director of Acorn Minerals PLC is also a Director of Ocean Developments Ltd. During the year Directors' fees of £6,000 (2013: £6,000) were paid to Ocean Developments Ltd on behalf of Mr B Fitzpatrick.

During the period Project fees of £nil (2013: £2,000) and Directors fees of £6,000 (2013: £7,000) were paid to Mr C Goodfellow, a Director of Acorn Minerals PLC.

Mr D Brennan and Mr T Brennan who are sons of Mr A Brennan each hold 25,000 shares in the company.

The Directors are the company's key personnel. Further details of Directors' remuneration are detailed in note 3.

13. Controlling party

The company is not directly or indirectly controlled by any single shareholder or group of shareholders who are connected.

14. Events after the reporting date

There have been no events occurring after the 31^st March 2014 that impact on the disclosures in these financial statements.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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