Preliminary Results

RNS Number : 2310Q

Sula Iron & Gold PLC

26 February 2016

 

26 February 2016

Sula Iron & Gold plc ("Sula" or "the Company")

 Preliminary Results for the Year Ended 30 September 2015

Sula Iron & Gold plc, the gold, iron and coltan exploration company focussed on Sierra Leone, is pleased to announce its consolidated unaudited preliminary results for the year ended 30 September 2015 for the Company and its subsidiary, Blue Horizon (SL) Ltd, (together the "Group").

Highlights:

Operational

·     Sula's maiden JORC compliant Mineral Resource Estimate ("MRE") was declared at Ferensola Iron Ore Project in December 2014 comprising a total resource of 514.5 million tonnes ("Mt")  @ 31.8% Fe, including easily accessible oxidised resource of 55.5Mt @ 45.39% Fe;

·     In February 2015, an increase in the technical valuation of the Company's Ferensola Licence of almost $20 million to $56 million was provided by independent consultants, SRK Exploration Services ("SRK ES");

·     Independent JORC compliant gold Exploration Target (the "Exploration Target") at Ferensola defined by SRK Consulting (UK) Ltd ("SRK") with a tonnage range of between 5 and 7 Mt at a grade range of between 4 and 8 grammes per tonne ("g/t") of gold ("Au"), equating to between 0.8 and 1.5 million ounces ("Moz") Au;

·     Exploration activities confirmed high concentration levels of coltan (columbite - tantalite) along streams originating from deeper within Ferensola; and

·     Strengthening of the board with the appointment of Mr Howard Baker as Non-Executive Technical Director in May 2015.

Financial

·     Loss for the year to 30 September 2015 of £1.8 million (2014: £1.4million).

·     Total equity of £5.8 million at year end (2014: £5.9 million).

·     Successfully raised £1.6 million (gross) of new equity during the year to 30 September 2015.

Post-year end:

·     1,556m diamond drill programme completed on the Ferensola Gold Project across 10 drill holes;

·     Assay results of up to 16.18 g/t Au across a number of mineralised zones;

·     Total length-weighted grade results (including three resampled historic drill holes) of 4.48 g/t Au at a thickness of 0.4 m to 7.1 m, averaging 1.5m;

·     Successfully raised a further £0.3 million (gross) of new equity on the 24 February 2016 to continue the Ferensola Gold Project; and

·     NDA signed with Tier 1 gold producer.

Nick Warrell, Chief Executive of Sula said:

"2015 was a significant year in the life of the Company. Uniquely, Sula has now become a genuine multi-commodity exploration operation in Sierra Leone, with opportunities to extract material value from our gold, iron and coltan projects. I was delighted that SRK ES increased their technical valuation of Ferensola by almost $20 million in February 2015 to $56 million, this despite challenging conditions in the commodity markets".

"It is pleasing that each of our projects is at a different point in its lifecyle; the iron being the furthest advanced, having achieved our stated goal of reporting a JORC compliant MRE on BIF 1 by the end of 2014, with an estimated resource of more than 500Mt and the potential for a further 250Mt; the Ferensola Gold Project, which truly excites me, is progressing extremely well, with results from our recent drill campaign exceeding my previously best expectations; and the discovery of high concentrations of the rare and valuable metal, tantalum (the valuable  constituent of coltan), on the Licence, giving us the necessary confidence to commence discussions with potential off-takers. Our targets for 2016 are set, with the securing of a suitable joint venture partner for the Ferensola Gold Project firmly at the top of that list".

For further information please visit www.sulaironandgold.com or contact the following:

Sula Iron & Gold plc Nick Warrell / Matt Wood /Howard Baker		[phone]
Strand Hanson Limited (Financial and Nominated Adviser) James Harris / James Dance / Matthew Chandler		[phone]
VSA Capital Limited (Broker) Andrew Raca/ James Deathe		[phone]
Yellow Jersey PR (Financial PR) Dominic Barretto / Harriet Jackson		[phone]

Chief Executive Officer's Statement

Introduction

I am pleased to present Sula's unaudited consolidated preliminary results for the year ended 30 September 2015, a year in which the Group made important progress in its strategy towards becoming a leading exploration company, as a three commodity operation in Sierra Leone, with opportunities to potentially extract material value from our gold, iron and coltan projects. There have been a number of significant milestones achieved since 1 October 2014, not least the Group declaring its maiden JORC compliant mineral resource estimate ("MRE") on the iron ore, high grades reported in the results from our 1,556m drill programme on the Ferensola Gold Project and the discovery of the potential for coltan mineralisation, all falling within our wholly owned Ferensola Licence area in Sierra Leone ("Ferensola" or the "Project" or the "Licence").

Important events which occurred during the financial year under review can be summarised as follows:

·     Declaration its maiden JORC compliant MRE for the iron ore project at Ferensola comprising a total resource of 514.5Mt @ 31.8% Fe, including easily accessible oxidised resource of 55.5Mt @ 45.39% Fe;

·     SRK ES increasing, in February 2015, its technical valuation of Ferensola by almost $20 million to $56 million;

·     Definition of an independent JORC compliant gold Exploration Target (the "Exploration Target") for the Ferensola Gold Project was defined by SRK Consulting (UK) Ltd ("SRK") with a tonnage range of between 5 Mt and 7 Mt) at a grade range of between 4 and 8  g/t of Au, equating to between 0.8 and 1.5 Moz Au;

·     Announcement of strong evidence for the presence of coltan mineralisation in January 2015 following successful reconnaissance fieldwork, including 9 samples showing elevated concentrations of tantalum (>0.1%), with one sample grading more than 3% tantalum;

·     Strengthening of the board with the appointment of Mr Howard Baker as Non-Executive Technical Director in May 2015; and

·     Raising approximately £1.6 million via the issue of new equity (before expenses) in order to further the Group's exploration activities throughout the year.

Since the end of the financial year under review, Sula's exploration activities have continued, with key events including:

·     The completion of a 1,556m diamond drill programme on the Ferensola Gold Project;

·     High grades reported across the 10 drill holes of up to 16.18 g/t Au across a number of mineralised zones with a total length-weighted grade results (including three resampled historic drill holes) of 4.48 g/t Au at a thickness of 0.34 m to 7.1 m, averaging 1.5m; and

·     The raising of approximately £0.8 million (before expenses) of new equity to continue the exploration works on the Ferensola Gold Project.

Operational Review

Iron

In December 2014, we were delighted to report our maiden JORC compliant MRE on our main banded iron formation unit ("BIF") , following a successful drilling campaign completed in mid-2014.

The Company's primary objective from the beginning of 2014 was to deliver the MRE by the end of 2014 and we were pleased to secure the necessary funds to start this project through an equity placing completed in March 2014 which raised £2.1m before expenses. The drill programme, designed by SRK ES, was ambitious, particularly given the short window before the start of the rainy season in July 2014 and also the steep terrain on which the team was working. However in early July 2014, I was delighted to report that the drilling on both the easily accessible oxide layer and the deeper magnetite on the main BIF had been completed under budget.  This was a highly commendable achievement for the team and I would like to take this opportunity to thank them again for their efforts.

The previously reported key information on the drill programme and its results are summarised below:

·     A total of almost 7,000m of diamond drilling across 76 holes was completed between April and July 2014;

·     this delivered a JORC compliant MRE with a total resource of 514.5Mt @ 31.8% Fe, including an easily accessible oxide resource of 55.5Mt @ 45.39% Fe across the full 2.8 km strike length of  the main BIF Unit; and

·     Identification of an additional exploration target by SRK of a further 100Mt to 250Mt with a grade range of between 20% Fe and 35% Fe that lies beneath the optimised pit shell.

In September 2015, Sula announced that, from additional mapping completed by the Company's in-country personnel following the reinterpretation of the ground magnetic data, it had identified additional iron ore targets at the Ferensola Iron Ore Project in line with other major iron projects in the region, namely the Tonkolili iron project that is contiguous to Ferensola.

The area identified represents approximately 2km of untested material with the potential to host a conceptual tonnage of between 100 and 150Mt of BIF mineralisation. This is in addition to the 100-250Mt previously identified by SRK, which lies below the current optimised pit shell used for constraining the existing JORC compliant MRE where the deposit remains open at depth. It should be noted that these tonnages are conceptual in nature and indicate an order of magnitude and that they do not currently meet the criteria of a Mineral Resource that is compliant with the guidelines of an Internationally Recognised Reporting Code ("IRRC"). Furthermore, it is currently uncertain if future exploration will result in these targets being delineated as a Mineral Resource compliant with an IRRC.

Despite the challenging recent landscape for the global iron ore market, the achievement of our maiden JORC compliant MRE resource has given us the opportunity to commence discussions with a number of important potential strategic partners with a view to unlocking the significant value that has been created on our iron assets at Ferensola.

Gold

One of the primary drivers behind the acquisition of Ferensola back in 2011 was that the region was known to host gold mineralisation along deep-seated faults, lineaments and shear structures; formations which typically host the major gold deposits in West Africa.

I was delighted to be able to report in December 2015 and January 2016 that the significant high grades assay results achieved from the 10 diamond drill holes completed on our 1,500m drill programme carried out in October and November 2015 backed up the independent JORC compliant gold Exploration Target defined by SRK in July 2015. The Exploration Target has a tonnage range of between 5 and 7 Mt at a grade range of between 4 and 8  g/t Au, equating to between 0.8 and 1.5 Moz Au.

Pleasingly and as previously announced, the highlights from the abovementioned drill programme were:

·     The total length-weighted grade of all significant drill intersections (including three resampled historic drill holes) equated to 4.48 g/t Au with estimated true thicknesses ranging from 0.4 m to 7.1 m and averaging 1.5 m;

·     Assay results of up to 16.18 g/t Au were achieved from multiple mineralised zones;

·     Drilling targeted known historical mineralisation and covered an area representing approximately 25% of the Exploration Target; and

·     Six goldstone samples and one quartz-pyrite float sample from up to 2 km outside of the Exploration Target returned average grades of 8.4 g/t Au and 69.2 g/t Au, respectively.

 I remain truly excited by the results of the initial drill programme, together with the samples of goldstones, as they exceeded my best case expectations.

Our focus for the rest of 2016 will be to continue to progress on the Ferensola Gold Project, with a view to carrying out additional drilling, as needed, and securing a suitable joint venture partner who, like Sula, can benefit from unlocking the significant value within the Ferensola Gold Project.

Coltan

Our third exploration target, columbite-tantalite (known as "coltan"), has the potential to deliver significant value to Sula. We became aware that Ferensola was potentially rich in coltan during 2014, but until we carried out some initial exploratory work, we could not be certain. The reason for our optimism was due to the primary source of coltan being within pegmatites which are proximal to magmatic bodies. These pegmatites are much more prone to weathering than the host granitic bodies or host country rocks that they are intruded into, causing the coltan mineralisation to be liberated into the soil horizon and alluvial system. Given the high density of coltan, at around 8g/cm³, it tends to remain relatively close to its source within the alluvial system.

Tantalum is a rare, hard, blue-grey, lustrous transition metal that is highly corrosion-resistant. The chemical inertness of tantalum makes it a valuable substance for laboratory equipment and a substitute for platinum. Tantalum's main use today is in tantalum capacitors in a wide spectrum of electronic equipment, such as mobile phones, tablets and computers.

The reconnaissance fieldwork that we carried out at the end of 2014 and in early into 2015 provided strong evidence for the presence of coltan mineralisation.  Samples were obtained from alluvial gravels from 46 locations. The samples were concentrated and analysed at an ALS Minerals laboratory. The results for all 46 samples were used to provide an initial indication of prospective areas for coltan mineralisation.

Due to the nature of pan concentrate sampling, the results were indicative only and do not provide values for in-situ grade. Pleasingly, the results for tantalum showed nine samples with elevated concentrations (>0.1% tantalum) and some samples with higher grades, as evidenced by one sample in the southeast quadrant of the Licence grading at more than 3% tantalum, providing strong evidence for the presence of coltan mineralisation in the vicinity. Even with all the necessary caveats, this was a pleasing result.

Other high grade samples were found near the eastern boundary of the Licence along streams that flow from deeper within the Licence, suggesting that further alluvial and primary coltan mineralisation maybe found in this part of the Licence.

As our immediate focus for 2016 is the further exploration of our Ferensola Gold Project, additional exploration activities on our coltan project in 2016 are likely to be limited. However, we are in discussions with potential off-takers for our coltan and one of our targets for 2016 is to formally engage with one such preferred party

SRK technical valuation

In February 2015, independent mining consultants, SRK ES, produced an updated valuation of Sula's Ferensola Project. Of particular note is the increase in their technical valuation (being the value that SRK ES considers to be a fair and reasonable value for the property, based upon the geological information available and their view on the status of the assets and their probability of success) of Ferensola to $56million, representing an uplift of almost $20 million to their previous estimate, and an increase to the maximum potential value of the property to $210 million.

Ebola Virus Disease

In common with the rest of the world, we were pleased to see that Sierra Leone was declared free of the Ebola virus disease ("EVD") in November 2015. Whilst our exploration activities continued throughout the crisis, others were not so fortunate. I would like to thank all of our in-country team for their continued efforts during that difficult period in the country's history.

Corporate Social Responsibility ("CSR")

Sula maintains a prominent CSR programme in the region and we continued to provide funding and resources for projects in the Diang, Samia Bendugu and Nieni Chiefdoms. Further details of our ongoing CSR programmes can be found on our website at www.sulaironandgold.com 

Financial Review

The Group recorded an unaudited loss for the year to 30 September 2015 of £1.8 million (2014: £1.4 million). The loss per share was 0.56p (2014: 0.57p).

The Group's exploration activities during the financial year under review were funded through a number of share placements, raising a total of £1.6 million (2014: £3.6 million) before placement costs.

We ended the financial year with a cash balance of £0.3 million, which was enhanced post year end with a further equity issue of almost £0.5 million in November 2015. The Company has also announced on 24 February 2016 that it is to raise a further £0.3 million through the issue of new shares to assist with the delivering of our targets for 2016.

Targets for 2016

Our operational targets for 2016 are:

·     further exploration on the Ferensola Gold Project, specifically additional drilling on the Exploration Target;

·     secure a joint venture partner for the Ferensola Gold Project to fund the project through to a bankable feasibility study;

·     identify a joint venture partner and subsequently generate value from the iron ore now that exploration on BIF is completed; and

·     maintain and progress discussions with potential off-taker for the coltan project.

Board Changes

During the year under review we strengthened our exploration expertise on the board with the appointment of Howard Baker as Non-Executive Technical Director in May 2015, with Andrew Dacey stepping down from the board in June 2015. I would like to once again thank Andrew for his contribution to the Group during his time in office.

Howard was previously a consultant at SRK, where he acted as the Competent Person for both the Company's Ferensola iron ore resource estimate and the contiguous Tonkolili iron ore resource estimate. Howard has been a significant asset since he joined the board and was particularly instrumental in assisting SRK generate the Exploration Target for the Ferensola Gold Project in July 2015, as well as being onsite during the October/November drill programme late last year.

Outlook

2015 was a significant year in the life of the Company. Uniquely, Sula has now become a genuine multi-commodity exploration operation in Sierra Leone, with opportunities to extract material value from our gold, iron and coltan projects. I was delighted that, in February 2015, SRK ES increased their technical valuation of Ferensola by almost $20 million to $56 million, despite the challenging conditions being prevalent in global commodity markets over the same period.

It is pleasing that each of our projects is at a different point in its lifecycle:

·     the iron project being the furthest advanced, having achieved our stated goal of reporting a JORC compliant MRE on BIF 1 by the end of 2014, with a resource of more than 500Mt and the potential for a further 250Mt;

·     the Ferensola Gold Project, which truly excites me, is progressing extremely well, with results from our recent drill campaign exceeding my previously best expectations; and

·     the discovery of high concentrations of the rare and valuable metal, tantalum (the valuable constituent of coltan), on the Licence, giving us the necessary confidence to commence discussions with potential off-takers.

Our targets for 2016 are set, with the securing of a suitable joint venture partner for the Ferensola Gold Project a key priority.

Finally, I would like to take this opportunity to express my gratitude to my fellow directors, management and professional advisers for their dedication. I would also like to thank our shareholders for their loyal support.  I look forward to providing future updates on the Group's development in due course.

N Warrell

Chief Executive Officer

26 February 2016

CONSOLIDATED UNAUDITED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2015

								Notes		2015 £'000		2014 £'000
Continuing operations
Revenue										2		26
Cost of sales										-		-
Gross profit										2		26
Administrative expenses								4		(1,770)		(1,406)
Loss from operating activities										(1,768)		(1,380)
Net finance costs										-		-
Loss before tax										(1,768)		(1,380)
Taxation										-		-
Loss for the year										(1,768)		(1,380)
Other comprehensive income Exchange translation										54		71
Total comprehensive expense for the year										(1,714)		(1,309)
Basic and diluted loss per share (pence)								9		(0.56)		(0.57)

CONSOLIDATED UNAUDITED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2015

								Notes		2015 £'000		2014 £'000
Assets
Property, plant and equipment								5		255		360
Intangible assets								6		5,428		5,343
Non-current assets										5,683		5,703
Trade and other receivables								7		67		104
Bank balances										250		285
Current assets										317		389
Total assets										6,000		6,092
Equity
Share capital								8		3,635		2,815
Share premium										7,178		6,514
Exchange reserve										172		118
Retained deficit										(5,209)		(3,533)
Total equity										5,776		5,914
Liabilities
Trade and other payables								10		224		178
Current liabilities										224		178
Total liabilities										224		178
Total equity and liabilities										6,000		6,092

CONSOLIDATED UNAUDITED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2015

					Share capital £'000		Share premium £'000			Exchange reserve £'000		Retained deficit £'000				Total equity £'000
Balance at 1 October 2014						2,815		6,514			118		(3,533)		5,914
Loss for the period						-		-			-		(1,768)		(1,768)
Total other comprehensive income						-		-			54		-		54
Total comprehensive income / (expense) for the period						-		-			54		(1,768)		(1,714)
Issue of ordinary shares						820		765			-		-		1,585
Costs of share issues						-		(101)			-		-		(101)
Share-based payments						-		-			-		92		92
						820		664			-		92		1,576
Balance at 30 September 2015						3,635		7,178			172		(5,209)		5,776

CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2015

										2015 £'000		2014 £'000
Cash flows from operating activities
Loss for the period										(1,768)		(1,380)
Adjustments for:
-  Depreciation										122		99
-  Impairment of fixed assets										5		10
-  Equity settled share-based payments										92		141
- Expenses financed by issue of shares										-		74
- Foreign exchange differences										(53)		53
										(1,602)		(1,003)
Changes in:
-  Trade and other receivables										32		(64)
-  Trade and other payables										54		(190)
Net cash used in operating activities										(1,516)		(1,257)
Cash flows from investing activities
Disposal of property, plant and equipment										-		3
Acquisition of intangibles										-		(1,519)
Acquisition of property, plant and equipment										(3)		(231)
Net cash used in investing activities										(3)		(1,747)
Cash flows from financing activities
Proceeds from issue of share capital Issue costs Funds applied to loans and borrowings										1,585 (101) -		3,474 (185) (14)
Net cash flows from financing activities										1,484		3,275
Net (decrease) /increase in cash and cash equivalents										(35)		271
Cash and cash equivalents at beginning of period										285		14
Cash and cash equivalents at 30 September										250		285

NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION

1.            Reporting entity

Sula Iron & Gold plc is a company incorporated and domiciled in England and Wales.  The address of the Company's registered office is 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT.  The unaudited consolidated financial information of the Company as at and for the year ended 30 September 2015 includes the Company and its subsidiary. The Group is primarily involved in the exploration and exploitation of mineral resources in Sierra Leone.

2.            Going concern

After making enquiries and preparing forecasts for 12 months from the date of these results, the Directors have formed a judgement that, as at the date of approving these preliminary results, there is a reasonable expectation that the Group and the Company have adequate resources to continue in existence for the foreseeable future, however for the Company to continue with its exploratory activities, the Directors' believe that it would need to obtain further funding either from a strategic partner or subsequent equity raisings. For this reason, the Directors have adopted the going concern basis in preparing these results. In forming this judgement, the Directors have taken account of funds raised in February 2016 and believe these funds are adequate for, inter alia, the Group's ongoing administration costs.

3.            Intangible assets - prospecting and exploration rights

Rights acquired with subsidiaries are recognised at fair value at the date of acquisition.  Other rights acquired and development expenditure are recognised at cost. 

Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Development costs will only be capitalised when the Directors have reasonable beliefs that a JORC compliant resource estimate will be obtained. The expenditure capitalised includes the cost of materials, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use, and capitalised borrowing costs.  Other development expenditure is recognised in profit or loss as incurred.

Capitalised development expenditure will be measured at cost less accumulated amortisation and impairment losses.

4.            Administrative expenses

					2015		2014
Administrative expenses include:					£'000		£'000
Staff costs					672		412
Depreciation					122		99
Impairment of fixed assets					5		10
Auditor's remuneration - audit services					20		20

Auditor's remuneration in respect of the Company amounted to £10,000 (2014: £10,000).

5.            Property, plant and equipment

Group
				Land and buildings £'000		Plant and equipment £'000		Fixtures and fittings £'000			Total £'000
Cost
Balance at 1 October                 2013					46		297		30		373
Additions					32		195		5		232
Disposals					-		(6)		-		(6)
Effect of movements in exchange rate					-		1		-		1
Balance at 30 September 2014					78		487		35		600
Balance at 1 October 2014					78		487		35		600
Additions					-		4		-		4
Disposals					-		(4)		(1)		(5)
Effect of movements in exchange                 rate					4		28		2		34
Balance at 30 September 2015					82		515		36		633
Depreciation
Balance at 1 October 2013					20		103		11		134
Depreciation					14		79		6		99
Impairment					-		10		-		10
Disposals					-		(3)		-		(3)
Balance at 30 September 2014					34		189		17		240
Balance at 1 October                 2014					34		189		17		240
Depreciation					21		98		3		122
Impairment					1		2		2		5
Disposals					-		(3)		-		(3)
Effect of movements in exchange rate					2		11		1		14
Balance at 30 September                2015					58		297		23		378
Carrying amounts
At 30 September 2015					24		218		13		255
At 30 September 2014					44		298		18		360

6.            Intangible assets

Group

							Prospecting and exploration rights £'000
Cost at 1 October 2013								3,824
Additions								1,519
Balance at 30 September 2014								5,343
Cost at 1 October 2014								5,343
Effect of movements in exchange rate								85
Balance as at 30 September 2015								5,428

Carrying amounts
Balance at 30 September 2015							5,428
Balance at 30 September 2014							5,343

The opening balance of intangible assets was initially recognised on the acquisition of the subsidiary, Blue Horizon (SL) Ltd. The additions represent expenditure incurred to obtain a JORC compliant Mineral Resource Estimate (MRE).

The Directors regularly assesses the carrying value and write off any deferred exploration expenditure that it believes to be unrecoverable. A review of exploration and evaluation assets at year end resulted in no impairment charge (2014: £nil) as the valuation obtained significantly exceeded its carrying value.

Intangible assets are not pledged as security or held under any restriction of title.

7.            Trade and other receivables

Group

					2015 £'000		2014 £'000
Other receivables					12		48
Prepayments					55		56
					67		104

8.            Share capital

					Number of ordinary Shares
					2015		2014
Ordinary shares in issue at 1 October					281,484,958		121,966,674
Issued for cash					142,030,302		152,493,272
Issued in settlement of debt					-		3,310,972
Issued in settlement of expenses					-		3,714,040
In issue at 30 September - fully paid (par value 0.1p)					423,515,260		281,484,958
					Number of deferred Shares
Deferred shares
Issued on subdivision					356,848,594		-
					356,848,594		-
					Ordinary share capital
					2015 £'000		2014 £'000
Balance at beginning of period					2,815		1,220
Share issues					820		1,595
Balance at 30 September					3,635		2,815

All ordinary shares rank equally with regard to the Company's residual assets.

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.

At a general meeting of the Company held on 7 September 2015, the Company's shareholders approved resolutions to, inter alia, subdivide each ordinary share of 1.0p each into 1 new ordinary share of 0.1p each and 1 deferred share of 0.9p each .

The ordinary shares of 0.1p each carry the same rights as those previously attached to the ordinary shares of 1.0p each (save for the reduction in nominal value).

The deferred shares do not entitle the holders thereof to receive notice of or attend and vote at any general meeting of the Company or to receive a dividends or other distributions or to participate in any return on capital on a winding up unless the assets of the Company are in excess of £1,000,000,000,000.  The Company retains the right to purchase the deferred shares from any shareholder for a consideration of one penny in aggregate for all that shareholder's deferred shares.  As such, the deferred shares effectively have no value.  Share certificates will not be issued in respect of the deferred shares.

Issue of ordinary shares

On 14 November 2014, the Company raised £585,000 (before expenses), through a placing of 39,000,000 new ordinary shares of 1.0p each in the Company at a price of 1.5p per placing share. 

On 26 November 2014, the Company raised £600,000 (before expenses), through a placing of 36,363,636 new ordinary shares of 1.0p each in the Company at a price of 1.65 per placing share. 

On 8 September 2015, the Company raised £400,000 (before expenses), through a placing of 66,666,666 new ordinary shares of 0.1p each in the Company at a price of 0.6p per placing share.

Issue costs of £101,000 were offset against the share premium account in the year ended 30 September 2015 (2014: £185,000).

Post year end, on the 14 October 2015, the Company conditionally raised £500,000 (before expenses), through a placing of 166,666,664 new ordinary shares of 0.1p each in the Company at a price of 0.3p per placing share and on 24 February 2016, the Company conditionally raised £290,000 (before expenses), through a placing of 181,250,000 new ordinary shares of 0.1p each in the Company at a price of 0.16p per placing share.

9.            Loss per share

Basic and diluted loss per share

The calculation of basic and diluted loss per share is based on the loss attributable to ordinary shareholders of £1,768,000 (2014: £1,380,000), and a weighted average number of ordinary shares in issue of 315,858,958 (2014: 240,780,215).

As detailed in note 8 and note 11, the Company issued a number of shares subsequent to the balance sheet date which would have significantly increased the number of ordinary shares in issue if these transactions had occurred prior to the end of the year. The issues would have had an anti-dilutive effect. All existing warrants and options are also anti-dilutive.

10.          Trade and other payables

Group

					2015 £'000		2014 £'000
Trade payables					95		60
Other payables					44		22
Accrued expenses					85		96
					224		178

11.          Subsequent events

On 14 October 2015, the Company raised £500,000, through a placing of 166,666,664 new ordinary shares of 0.1p each at a price of 0.3p each.

On 24 February 2016, the Company raised £290,000, through a placing of 181,250,000 new ordinary shares of 0.1p each at a price of 0.16p each.

12.          Annual General Meeting and Distribution of Accounts to Shareholders

The Company's Annual General Meeting will take place on or before 31 March 2016 at the Company's registered office, 201 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT.  The Company's Annual Report and Accounts for the year ended 30 September 2015 will be posted to shareholders shortly. Copies of the Notice of AGM and the Annual Report and Accounts will also be available on the Company's website at www.sulaironandgold.com in due course.

13.          Statutory Accounts

The unaudited financial information in this announcement, which was approved by the Board of Directors on 25 February 2016, does not constitute the Company's statutory accounts for the year ended 30 September 2015, but is derived from those accounts. The Company's auditor, Moore Stephens LLP, has not yet signed their report on the financial statements for the year ended 30 September 2015 but have indicated that their opinion thereon will not be modified. Statutory accounts for the year ended 30 September 2014 have been delivered to the Registrar of Companies and those for the year ended 30 September 2015 will be delivered following the Company's Annual General Meeting.

 

END

 

 

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