Interim Results
Sula Iron & Gold plc / Index: AIM / Epic: SULA / Sector: Natural
Resources
28 June 2013
Sula Iron & Gold plc (`Sula' or `the Company')
Interim Results
Sula Iron & Gold plc, an iron ore and gold exploration company
focussed on Sierra Leone, announces its interim results for the six months
ended 31 March 2013.
Overview
- Defined exploration programme in place to delineate a maiden JORC
compliant iron resource in 2013 at its 153 sq km licence area
- Licence area is located in the Sula-Kangari Greenstone Belt and
contiguous to African Minerals' operational Tonkolili Iron Ore Mine which has
a JORC compliant resource of 12.8 billion tonnes
- Commenced 2,000m drilling programme to target iron mineralisation
post period end - to test the strike, thickness and iron grade of a 3.1km
banded iron formation (`BIF')
- Five target areas identified as hosting potential for hard rock
gold mineralisation - detailed ground magnetic surveys and soil sampling
planned, subject to availability of appropriate financing
Chairman's Statement
Sula Iron & Gold is establishing itself as an iron and gold
exploration company in Africa and I believe the outlook for the Company is
very positive. Sula continues to make solid progress in exploring its highly
prospective licence area in Sierra Leone that offers dual commodity upside
potential, and a defined exploration programme is in place that aims to
delineate a maiden JORC compliant iron resource in 2013. With this in mind, we
expect to be active with news flow from our exploration programme through the
rest of the year. In addition, with a strong Board and management team in
place with in-depth knowledge of Sierra Leone, a proven track record in
developing African resource projects and a prospective flagship project, I
believe we have all the foundations in place to deliver growth and create
shareholder value.
Sula's 100% owned 153 sq km exploration licence in Sierra Leone
(`the Licence') is prospective for iron and gold. The area's prospectivity is
underpinned by local operators in the region, including African Minerals
Limited's (`AML') wholly-owned 12.8Bt iron ore Tonkolili mine, which adjoins
the Licence to the south, and hosts BIF mineralisation proven to extend from
Tonkolili into the Licence. The Licence area is also located within the highly
prospective Sula-Kangari Greenstone Belt rocks, which hosts Amara Mining Plc's
2.91Moz Baomahun deposit in Sierra Leone. As a result, we are focussed on
simultaneously developing the resource potential of both iron and gold through
defined exploration programmes, with the ultimate aim of delineating a
significant multi commodity resource.
Within the Licence area, the iron mineralisation in the form of BIF
supergene enriched oxidised zones is prospective. Exploration consultants SRK
Exploration Services Ltd issued an exploration target for the Licence of 500Mt
at 30.4% iron for magnetite and 55% iron for haematite. Furthermore, in
February 2013 positive channel sampling results confirmed the presence of high
grade iron mineralisation, with best intersections of 18m at 51.83% Fe and 22m
at 56.22% Fe. As a result, Sula commenced a 2,000m drilling programme in April
2013, which aims to test the strike continuity, thickness and iron grade of a
3.1km BIF located in target Area 1 in the south-western part of the Licence,
directly along strike from an undrilled magnetic high within AML's 12.8Bt
Tonkolili iron mine.
The diamond drilling programme will comprise eight drill collars
over a strike length of 2.2km. Each hole will be drilled at an azimuth of
140Ëš and a dip of 50Ëš, to a downhole depth of 250m. Depending on the results
of the diamond drilling, a second phase programme of shallow vertical holes
may be required to test Area 1's potential for direct shipping ore (`DSO').
Initial field mapping completed in December 2012 indicated that the BIF
outcrops are variably oxidised to higher grade haematite mineralisation; such
supergene processes are responsible for the formation of the higher grade DSO
ores.
In addition to our iron exploration work, we will seek in the
future to prove up the gold resource potential through ground magnetic surveys
and soil sampling aimed at improving our knowledge of the gold structures with
our Licence, and identifying the location of the most prospective targets for
hard rock gold mineralisation. Sula considers the association of placer gold
workings and major lineaments within Greenstone Belt rocks at the Licence to
be significant.
In January 2013, Sula identified five target areas that appear to
be prospective for hosting hard rock gold mineralisation. GeoEye-1 satellite
imagery generated provided detailed information on the extent of placer gold
workings and indicated the source of some of the placer gold within the
Licence. This imagery, combined with Sula's understanding of the location of
historic gold drill intercepts, the source areas for alluvial gold deposits,
and the position of major structures as defined by airborne magnetic data and
drainage orientation, helped the Company to identify the five target areas.
Sula now remains focussed on better understanding and proving up the gold
mineralisation at these targets, with the Dalakuru and Lagunda prospects
marked as high priority.
Dalakuru is the most advanced prospect within the Licence. Historic
drilling at the target has already discovered hard rock mineralisation, which
is open in all directions, with previous operators returning gold highs of
1.55m @ 11.68g/t gold (171.00 to 173.00m, SDD016 and 8.72m @ 10.46g/t gold
(89.40 to 98.10m, SDD004)) from a 19 diamond drill hole programme totalling
3,402m. The Dalakuru structure is at least 5km long but extensive development
of laterite masks bedrock geology along its length. Sula is consequently
planning a detailed ground magnetic survey to better constrain the location of
the fault zone, which will then be followed by a soil and channel sampling
programme to assist with drill targeting along strike to explore the size
potential and morphology of Dalakuru. Step-out and step-back drilling of
mineralisation intercepted in historic drill holes is a priority.
The Lagunda prospect is defined by extensive artisanal alluvial
gold workings which outline a northeast-southwest trending target that is
approximately 6km long and 2km wide. Regional magnetic data suggests that
Lagunda is a dilational zone, where multiple faults and contact zones provide
excellent structural preparation, and competency contrasts between
lithological units, which act as conduits for hydrothermal fluids and are
excellent traps for gold mineralisation in greenstone-style environments. As a
result, the Board believe the potential presence of multiple structures and
contact zones, juxtaposing different lithologies, coincident with the source
area of the Lagunda alluvials, is very strong. A detailed ground magnetic
survey is planned in conjunction with reconnaissance soil sampling in order to
better define the structural architecture and location of prospective targets.
The other prospect areas, known as Simbako, Simbako East and
Northeast are located on regional, northeast trending lineaments which define
the contact between magnetic highs and magnetic lows. Localised alluvial
workings are associated with each prospect indicating the potential for hard
rock gold mineralisation. These prospects are not covered by regional magnetic
data and the structural architecture of the projects is unknown. Following the
planned exploration of the Dalakuru and Lagunda targets, Sula plans to acquire
ground magnetic data and conduct reconnaissance geochemical sampling to better
understand the prospects' mineralisation.
Financials
As would be expected for an exploration company, I am reporting a
loss for the six months ended 31 March 2013, of £988,000 (Year ended 30
September 2012: £563,000). The loss reflects increased operating levels and
therefore costs in Sierra Leone following Sula's admission to AIM, as we look
to prove up the resource potential of iron and gold within our highly
prospective Licence. A major part of this loss, £331,000, is a charge arising
under IFRS 2 as being the value of options issued at the time of the AIM
admission. It should be stressed that this is a non recurring charge and is
not a cash payment.
Outlook
Sula remains focussed on proving up the JORC resource potential of
its Licence in Sierra Leone, which appears to be prospective for iron and
gold. With defined work programmes in place to ensure the resource potential
of both commodities is concurrently realised, I firmly believe Sula is well
placed to deliver growth and generate shareholder value and Sula looks forward
to keeping shareholders updated with our exploration activity.
Finally, I am announcing that I plan to step down as Chairman and
as a Director of the Company at the end of July 2013. Having been with Sula,
prior to its successful Admission in October 2012, at the age of 77, I am now
seeking to reduce my business commitments. I would like to thank the Sula
Board and management team for their hard work and commitment, and shareholders
for their continued support in what has been a significant year of progress
for the Company.
A further announcement will be made in due course regarding the
appointment of a new Chairman and Director.
B Moritz
Chairman
For further information please visit www.sulairongold.com or contact the
following:
Brian Moritz Sula Iron & Gold plc +44 (0) 7976 994 300
James Caithie / Avi Cairn Financial Advisers LLP +44 (0) 20 7148 7900
Robinson
John-Henry Wicks / Alice Northland Capital Partners +44 (0) 20 7796 8800
Lane
Chris Rourke / Guy Beaufort Securities Limited +44 (0) 20 7382 8387
Wheatley
Felicity Edwards / St Brides Media and Finance +44 (0) 20 7236 1177
Charlotte Heap
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 31 MARCH 2013
6 months 6-Oct-11 6-Oct-11
ended to to
31-Mar-13 31-Mar-12 30-Sep-12
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Continuing operations
Revenue - - -
Cost of sales - - -
Gross profit - - -
Administrative expenses (988) (107) (563)
Results from operating (988) (107) (563)
activities
Finance income - - -
Finance costs - - -
Net finance costs - - -
Loss before taxation (988) (107) (563)
Taxation - - -
Loss for the period (988) (107) (563)
Other comprehensive income
Other comprehensive income for the period, - - -
net of tax
Total comprehensive loss for (988) (107) (563)
the period
Loss per share - continuing operations
Basic and diluted loss per (0.83) (0.647) (1.03)
share (pence)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2013
6 months 6-Oct-11 6-Oct-11
ended to to
31-Mar-13 31-Mar-12 30-Sep-12
(unaudited) (unaudited) (audited)
Notes £'000 £'000 £'000
Assets
Property, plant and 7 248 254 270
equipment
Intangible assets 8 4,034 3,824 3,824
Non-current assets 4,282 4,078 4,094
Trade and other receivables 19 2 28
Cash and cash equivalents 605 44 76
Current assets 624 46 104
Total assets 4,906 4,124 4,198
Equity
Share capital 9 1,220 795 820
Share premium 9 4,681 3,232 3,226
Convertible notes - - 520
Reserves 331 - -
Retained deficit (1,551) (107) (563)
4,681 3,920 4,003
Liabilities
Loans and borrowings 94 - 93
Trade and other payables 131 204 102
Current liabilities 225 204 195
Total liabilities 225 204 195
Total equity and 4,906 4,124 4,198
liabilities
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 MARCH 2012
Attributable to owners of the Company
Share Share Convertible Retained Total
capital premium notes deficit equity
£'000 £'000 £'000 £'000 £'000
Balance at 6 October 2011 (unaudited) - - - - -
Loss for the period - - - (107) (107)
Total comprehensive loss for the period - - - (107) (107)
Issue of ordinary shares on
acquisition of subsidiary
500 3,187 - - 3,687
Issue of ordinary shares 295 45 - - 340
795 3,232 - - 4,027
Balance at 31 March 2012 (unaudited) 795 3,232 - (107) 3,920
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2012
Attributable to owners of the Company
Share Share Convertible Retained Total
capital premium notes deficit equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 April 2012 (unaudited) 795 3,232 - (107) 3,920
Loss for the period - - - (456) (456)
Total comprehensive loss for the - - - (456) (456)
period
Issue of ordinary shares 25 25 - - 50
Issue of convertible notes - - 520 - 520
Issue costs - (31) - - (31)
25 (6) 520 - 539
Balance at 30 September 2012 820 3,226 520 (563) 4,003
(audited)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 MARCH 2013
Attributable to owners of the Company
Share Share Convertible Share based Retained Total
capital premium notes payment deficit equity
reserve
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 October 2012 820 3,226 520 - (563) 4,003
(audited)
Loss for the period - - - - (988) (988)
Total comprehensive loss - - - - (988) (988)
for the period
Issue of ordinary 400 1,738 (520) - - 1,618
shares
Issue costs - (283) - - - (283)
Share based payment - - - 331 - 331
transactions
400 1,455 (520) 331 - 1,666
Balance at 31 March 2013 1,220 4,681 - 331 (1,551) 4,681
(unaudited)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 31 MARCH 2013
6 months 6-Oct-11 6-Oct-11
ended to to
31-Mar-13 31-Mar-12 30-Sep-12
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Cash flows from operating
activities
Results from operating activities: (988) (107) (563)
- Depreciation 72 - 63
- Share based payment transaction 331 - -
(585) (107) (500)
Changes in:
- trade and other receivables 9 (2) (28)
- trade and other payables 29 (181) (295)
Net cash from operating activities (547) (290) (823)
Cash flows from investing
activities
Acquisition of property, plant and equipment (50) (6) (84)
Exploration expenditure (210) - -
Net cash used in investing (260) (6) (84)
activities
Cash flows from financing
activities
Proceeds from issue of share 1,335 340 359
capital
Proceeds from issue of convertible - - 520
notes
Proceeds from loans and borrowings - - 78
Net cash flows from financing 1,335 340 957
activities
Net increase in cash and cash equivalents 528 44 50
Cash and cash equivalents at beginning of 61 - -
period
Cash acquired with subsidiary - - 11
Cash and cash equivalents at end of period 589 44 61
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL REPORT
1. Reporting entity
Sula Iron & Gold plc (the "Company") is a company domiciled in the
United Kingdom. The condensed consolidated interim financial report of the
Company as at and for the period ended 31 March 2013 comprise the Company and
its subsidiary (together referred to as the "Group"). The Group primarily is
involved in the exploration and exploitation of mineral resources in Sierra
Leone.
2. Basis of preparation
(a) Statement of compliance
This condensed consolidated interim financial report has been
prepared in accordance with IAS 34 Interim Financial Reporting. Selected
explanatory notes are included to explain events and transactions that are
significant to an understanding of the changes in financial performance and
position of the Group since the last annual consolidated financial statements
as at and for the period ended 30 September 2012. This condensed consolidated
interim financial report does not include all the information required for
full annual financial statements prepared in accordance with International
Financial Reporting Standards.
This condensed consolidated interim financial report was approved
by the Board of Directors on 27 June 2013.
(b) Judgements and estimates
Preparing the interim financial report requires Management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates.
In preparing this condensed consolidated interim financial report,
significant judgements made by Management in applying the Group's accounting
policies and key sources of estimation uncertainty were the same as those that
applied to the consolidated financial statements as at and for the period
ended 30 September 2012.
3. Significant accounting policies
The accounting policies applied by the Group in this condensed
consolidated interim financial report are the same as those applied by the
Group in its consolidated financial statements as at and for the period ended
30 September 2012.
4. Financial instruments
Financial risk management
The Group's financial risk management objectives and policies are
consistent with those disclosed in the consolidated financial statements as at
and for the period ended 30 September 2012.
5. Operating segments
The Company acts as a holding company of a group involved in
mineral resources exploration and exploitation in Sierra-Leone and are
therefore considered to operate in a single geographical and business segment.
6. Seasonality of operations
The Group is not considered to be subject to seasonal fluctuations.
7. Property, plant and equipment
Acquisitions
During the six months ended 31 March 2013 the Group acquired assets
with a cost, excluding capitalised borrowing costs, of £50,000 (period ended
31 March 2012: £254,000, period ended 30 September 2012: £333,000).
8. Intangible Assets
During the six months ended 31 March 2013 the Group has capitalised
exploration expenditure of £210,000 (period ended 31 March 2012 (acquired with
subsidiary): £3,824,000, period ended 30 September 2012: £nil).
9. Share capital and reserves
Issue of ordinary shares
On 9 October 2012, Sula was admitted to trading on AIM. On
admission, the convertible notes in issue converted to 13,000,000 ordinary
shares at a price of £0.04 per ordinary share. In addition, 19,166,674
ordinary shares were issued at a price of £0.06 per ordinary share.
On 2 November 2012 the Company issued a further 7,500,000 ordinary
shares for cash at £0.06 per share, together with warrants to subscribe for
one ordinary share at £0.08.
On 17 January 2013 the Company issued 300,000 ordinary shares at
£0.06 per share in consideration of an amount owed to supplier.
Issue costs of £283,000 have been offset against the share premium
account.
Dividends
No dividends were declared or paid in the six months ended 31 March
2013 (period ended 31 March 2012: £nil, period ended 30 September 2012: £nil).
10. Share-based payment arrangements
At 31 March 2013 the Company had the following share-based payment
arrangements.
Share option programme
On 9 October 2012, the Company issued options to certain directors to purchase
shares in the Company at a price of £0.06 per ordinary share.
The terms and conditions related to the grants of the share option programme
are as follows:
Number of
instruments
Grant date/employees entitled
Option grant to G Burnell 7,466,667
Option grant to B Moritz 2,283,333
Warrant grant to Dr C Wilson 833,334
Total directors' share options/warrants as at 31 March 2013 10,583,334
Measurement of fair values
The fair value of the share-based payments was measured based on
the Black-Scholes formula. Expected volatility is estimated by considering
historic average share price volatility for similar entities on AIM.
Equity-settled share-based payment plans
The inputs used in the measurement of the fair values at grant date of the
equity-settled share-based payment plans were as follows:
Options Warrants
Grant date 9 Oct 12 9 Oct 12
Vesting period ends 9 Oct 12 9 Oct 12
Share price at date of grant 6.0 6.0
Volatility 40% 40%
Option life 10 years 10 years
Dividend yield 0% 0%
Risk free investment rate 1.87% 1.87%
Fair value at date of grant 3.13 3.13
Exercise price at grant date 0.06 0.06
Exercise from/to 9 Oct 12/ 9 Oct 12/
9 Oct 22 9 Oct 22
Employee expenses
31 March
2013
£`000
Total expense recognised as employee benefit expense 331
Reconciliation of outstanding directors' share options and warrants
2013
Number of Weighted
options/ average
warrants exercise
price
£
Outstanding at beginning of period - -
Granted during the period 10,583,334 0.06
Outstanding at 31 March 2013 10,583,334 0.06
Exercisable at 31 March 2013 10,583,334 0.06
The options/warrants outstanding at 31 March 2013 have an exercise
price of £0.06 and a remaining weighted average contractual life of 9 years
194 days.
11. Share warrants
Reconciliation of outstanding share warrants
2013
Number of Weighted
warrants average
exercise
price
£
Outstanding at beginning of period - -
Granted during the period 22,028,705 0.072
Outstanding at 31 March 2013 22,028,705 0.072
Exercisable at 31 March 2013 19,833,336 0.072
The weighted average remaining contractual life of the warrants
outstanding at the balance sheet date was 342 days.
Warrants were subscribed on admission to AIM at £0.08 on the basis
of 1 warrant for each 2 ordinary shares subscribed for. The warrants are
exercisable at any time up to 9 October 2013.
Further warrants were issued on admission, 6,500,000 warrants to
Pre-IPO investors at £0.06, exercisable at any time up to 9 October 2013, and
2,195,369 warrants to the Advisers at £0.06 exercisable at any time up to 9
October 2017.
Warrants were subscribed after the issue of 7,500,000 ordinary
shares at £0.08 on 2 November 2012 on the basis of 1 warrant for each 2
ordinary shares subscribed for. The warrants are exercisable at any time up to
2 November 2013.
12. Related parties
The Company advanced funds, interest free, to Blue Horizon (SL) Ltd
totalling £688,000 during the period. As at 31 March 2013, the balance
outstanding totalled £1,573,000.
13. Capital commitments
The Company has agreed to a drilling programme on its exploration licence in
Sierra Leone. A deposit was paid during the period under review and the
balance to be paid is approximately £200,000