Results for the Year Ended 31 December 2013

RNS Number : 6447I
Edenville Energy PLC
03 June 2014
 



 

3 June 2014

EDENVILLE ENERGY PLC ("Edenville" or the "Company") (AIM:EDL),

Results for the Year Ended 31 December 2013

Edenville Energy plc, the African coal exploration and development company, today announces its Results for the year ended 31 December 2013. 

Highlights for the period

·     Upgraded, JORC-compliant Mineral Resource Estimate for the Rukwa Coal Project published March 2013.

·     Equity Financing Facility agreement with Darwin Strategic Limited March 2013.

·     Rukwa Coal Project Scoping Study confirming viability of small scale, mine mouth power station, published September 2013.

·     Submission of final Environmental Impact Assessment ('EIA') for starter pit at Rukwa Coal Project, September 2013.

·     Appointment of Rufus Short as CEO, September 2013, Mark Pryor retained as NED and Technical Advisor.

·     Strategic shift to focus on larger scale power station (100MW+) to capitalise on proposed roll out of new power grid in line with the Government of Tanzania's stated strategy. 

Financial

·     Net Assets £8,336,192

·     Current Cash £850,000

·     Drawdown of £106,895 in April 2013 and a further drawdown of £390,000 in September 2013 under the Darwin Equity Financing Facility.

Post period Highlights

·     Continuing discussions with potential development partners.

·     Placing completed of 1,428,571,428 new ordinary shares raising £1million, January 2014.

·     Continued focus on cost management; relinquishment of four non-core Prospecting licenses, March 2014, producing estimated savings of approximately $1 million over the next 12 months.

·     Moving the Rukwa coal-to-power project into feasibility stage.



 

Enquires

Edenville Energy plc 

Sally Schofield - Chairman

                                                                          

+44 (0) 20 7138 3204

 

 

 

Cantor Fitzgerald Europe (Nominated Adviser and Broker)        

Stewart Dickson / Jeremy Stephenson

 

+44 (0) 207 894 7000

 

Blytheweigh (Financial PR)               

 Tim Blythe / Halimah Hussain/ Camilla Horsfall

                                                         

+44 (0) 20 7138 3204

 

http://www.edenville-energy.com 

 



 

CHAIRMAN'S STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2013

I am pleased to present to shareholders the results for the year ended 31 December 2013. This has been my first complete year as Chairman of the Company.

During the past year Edenville has progressed from an exploration to an early stage development company. 2013 marked the end of the high cost exploration and resource definition drilling and saw a move into the first phase of project development, the focus of which is firmly on assessing the potential options for monetising the Company's assets.  The Company's prime focus is the Rukwa Coal Deposit; the release of the JORC Resource Report in September 2013 provided an upgraded Measured and Indicated resource of 171 million tonnes of raw coal, with an additional 2 million tonnes in the Inferred category. 

The Board is confident that  at this stage we have sufficiently detailed knowledge of the coal deposit, supported by a robust geological model. Accordingly, we do not anticipate further drilling on the Rukwa Coal Deposit in the coming year.  The tonnage and quality of the coal is believed to be capable of supporting a 100MW power station capable of providing electricity over a significant time period.

This transition from exploration to early stage development prompted the Board's decision to appoint Rufus Short as a Non-Executive Director in February 2013 followed by his move into the CEO's position in September 2013, replacing Mark Pryor. Marks' work during the exploration phase provided fundamental building blocks for the Rukwa Coal Project and we are delighted to retain his services and knowledge as Non-Executive Director.

The Company announced its development strategy to the market in November 2013.  We aim to monetise the Rukwa Coal Deposit by partnering with a power provider to build a coal-fired power station which would supply Tanzania's proposed new power grid.  Of specific interest for Edenville and its shareholders is the 'Western Power Line' which is planned to run close to the Rukwa Coal Deposit.  Once constructed, this power grid will link existing and future power generation sources in the south and southwest of Tanzania to load centres in the Mwanza and Arusha regions in the north of the country.

Edenville's Rukwa Coal Deposit is ideally located and well placed from a development perspective to play a significant part in the Government of Tanzania's national electrification plan.  The Government's intention is to increase installed generation capacity from 1,438MW to 2,780MW by 2015, providing access to electricity to an additional 4 million people, representing nine per cent of the population.

The Tanzanian Government's stated strategy of attracting foreign investment into the energy sector, has given international power producers the opportunity to have a presence in mainland Tanzania. As a result of this, in late 2013, the Board began early stage discussions with potential development partners.  The Board of Edenville has signed Confidentiality Agreements with a number of groups that have the relevant experience and expertise to develop the proposed coal-to-power project. 

Financing

 

On 27 March 2013, in order to provide the Company with sufficient working capital, the Company entered into an equity financing facility agreement ("EFF") with Darwin and Henderson Volantis ("Darwin"), an existing shareholder. It provides Edenville with a facility of up to £5 million which (subject to certain limited restrictions) can be drawn down at any time over the next three years. The timing and minimum subscription price of any draw down is always at the complete control and sole discretion of the Company. There are no penalty fees payable for not using the facility. Edenville is under no obligation to make a draw down and may make drawdowns at its discretion, up to the total value of the EFF, by way of issuing subscription notices to Darwin. Following delivery of a subscription notice, Darwin will subscribe and the Company will allot to Darwin new ordinary shares of 0.02 pence each in Edenville. The subscription price will be the average of the three lowest Closing Bid Prices of the Ordinary Shares over the 15 trading days following the date of the subscription notice. The ability of the Company to raise equity under this facility depends on the liquidity of the market for the Company's shares at the time of the drawdown request.

 

During the year, the Company made two drawdowns: on 22 April 2013, the Company drew down £106,895 under the facility by way of a subscription of 53,000,000 new ordinary shares of 0.02p each, with the issue price being at a premium to the then market price and on 17 September 2013, the Company made a further drawdown of £390,000 through the subscription of 210,069,392 new ordinary shares of 0.02p each at a price of 0.186 pence per share.

 

On 31 December 2013, the Company had a cash balance of approximately £300,000. On 17 January 2014, the Company completed a placing of 1,428,571,428 new ordinary shares raising gross proceeds of £1 million (the "Placing").

 

The Directors recognise that the Placing was at a significant discount to the prevailing share price at the time. The terms of the Placing illustrate the challenges that pre-production junior mining companies, such as Edenville, face raising finance. The Directors did not undertake the Placing without significant thought or exploration of financing alternatives. It is a fact that raising capital for the company was and remains a significant challenge. The Directors will continue to ensure that the Company is adequately funded to continue its development.

 

The Placing enables the Company to progress its development and strategic partnership plans for the proposed 100MW plus power station. In addition to developing opportunities with potential strategic partners, the funds raised from the Placing, and a stronger balance sheet, will be utilised to develop the Rukwa coal-to-power project, cover working capital requirements and to continue negotiations with potential partners.

As the Company moves away from the era of high cost exploration drilling into detailed development discussions, we took the opportunity to rationalise our portfolio of landholdings in Tanzania.  Every hectare of ground held by the company incurs a cost, both from License Fees and associated work commitments, which can be significant.  The relinquishment of four non-core Prospecting Licenses in March 2014, with a projected twelve month saving of over more than US$1 million dollars of committed spend, is a demonstration of the Board's commitment to focus financial, managerial and technical resources on the development of the Rukwa Coal Deposit.

The combination of a stronger balance sheet, with available cash of £850,000 at May 2014 and a focus on the Company's key asset, better positions Edenville in continuing discussions with multiple power partners and technology providers as we seek the best outcome for shareholders.

Edenville is regularly in discussions with local and national stakeholders in Tanzania.  Rufus Short has taken responsibility for managing the Company's operations in-country, building relationships with all stakeholders and engaging with potential partners. 

These negotiations have moved forward and are ongoing and I would like to take this opportunity to reassure shareholders that we continue to make good progress. The Board understands shareholder concerns over Company communications and the impact this may have on share price. However, due to the confidential and complex nature of the discussions underway communication between the Company and its shareholders has been limited. It takes time to identify the right partners and outcomes, and we look forward to updating shareholders when appropriate and in due course.

The Board commits to a full strategic review in 6 months time should these discussions fail to provide an outcome for the Rukwa Coal project which represents best value for our shareholders

The Board believes the coal-to-power opportunity represents the best route to commercialising the Rukwa Coal Deposit.  It is a potential source of energy for a country and region undergoing significant, long term development of its power industry over a timescale of several years.  The Board will continue discussions with potential partners whilst seeking opportunities and strategies to enhance shareholder value.

Sally Schofield

Chairman


STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2013

 

The directors present their strategic report for the year ended 31 December 2013.

 

Principal activity

 

The principal activity of the Group is the exploration and development of energy commodities predominantly coal and uranium in Africa.

 

Business Review and future developments

 

The purpose of this review is to show how the Group assesses and manages risk and uncertainty and adopts appropriate policy targets. Further details of the Group's business and expected future developments are also set out in the Chairman's Statement on pages 2 and 3 and the Review of Operations on pages 9 and 10.

 

Exploration Approach

 

The Group actively manages geological exploration on its licences by implementing a phased strategy that progressively increases the level of geological understanding for each licence to facilitate more focused exploration and resource development in the longer term. All field work is conducted by citizens of Tanzania under the direct supervision of the directors of Edenville International (Tanzania) Limited, who in return report directly to the Board of the Group. The Group also engages internationally recognised consultants to provide further guidance to the Board of the Group. Initial work consists of a desk-top review involving the collection, collation and re-interpretation of all available historical data, supplemented by regional-scale geological reconnaissance mapping and sampling. This will define the host geological units for mineralisation and allow for progressively more focused and detailed exploration that will potentially lead into a drilling campaign and ultimately ore body delineation and subsequent mineral resource estimations.

 

Financial and performance review

 

The results of the Group for the year ended 31 December 2013 are set out on page 23.

 

Principal risks and uncertainties and risk management

 

The principal risks facing the Group are those relating to the volatility of the commodities markets, reliance on the expertise of key Group personnel, risks connected with uncertainties of Tanzanian political, fiscal and legal systems, including taxation and currency fluctuations, as well as those regimes in which the Group has direct or indirect interests.

 

The Board and senior management regularly monitor and report on all areas of risk, through formal reports on a monthly basis as well as through ad hoc communications. Senior management regularly visits operations to understand site-specific risks as well as to assess local political, fiscal and legal risks. In this regard, the Group maintains a strict policy of compliance with local laws and regulations, and community issues (including health and safety, community development, and environmental responsibility) are at the forefront of strategic and operational decision-making.

 

The following are the key risks that face the Group:

 

 

Exploration and development risk

The exploration for and development of mineral deposits involves significant risks which no combination of careful evaluation, experience and knowledge can entirely eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. There is no certainty that the exploration programmes described in this document will result in the discovery of ore in commercial quantity and quality, or result in profitable commercial mining operations. Significant capital investment is required to achieve commercial production from successful exploration efforts and there can be no certainty that the Company will be able to obtain the financing required to continue operations and meet its commitments for the exploration and development programme.

 

The commercial viability of a mineral deposit is dependent upon a number of factors. These include the attributes of the deposit such as size, grade and proximity to infrastructures; current and future mineral prices which can be cyclical; and government regulations, including those relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The effect of these factors, either alone or in combination, cannot be entirely predicted and their impact may result in the Group not receiving an adequate return on invested capital.

 

Conclusions drawn during mineral exploration are subject to the uncertainties associated with all sampling techniques and to the risk of incorrect interpretation of geological, geochemical, geophysical, drilling and other data.

 

The Group may carry out some of its exploration activities through joint ventures with others to spread the exploration risk and to decrease the Group's financial exposure to individual projects. There can be no guarantee that these partners will not withdraw for their own reasons.

 

Operational risks

Mineral exploration operations generally involve a degree of physical risk. The Group's operations are and will be subject to all the hazards and risks normally encountered in the exploration of minerals. These include climatic conditions, hazards of operating vehicles and plant, risks associated with operating in remote areas and security and health risks associated with work in developing countries.

 

The exploration activities of the Group are subject to various federal, provincial and local laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances and other matters. Exploration activities are also subject to various federal, provincial and local laws and regulations relating to the protection of the environment. These laws mandate, among other things, the maintenance of air and water quality standards, and land reclamation. These laws also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Although the Group's exploration activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail future production or development. Amendments to current laws and regulations governing operations and activities of exploration, or future mining and milling, or more stringent implementation thereof, could have a material adverse effect on the value of the Group's assets.

 

The operational risks are mitigated, where possible, as follows:

 

-     the executive directors visit each operation regularly, when these key risks are reviewed and actions taken as necessary;

-     control procedures have been communicated to operations' management who review local procedures for Group compliance;

-     the in-country operations team submit monthly reports to head office which cover operational progress and analysis of technical data.  Results obtained from testing of mineral samples by independent laboratories are sent to the operational team and copied directly to the UK head office.  A strict quality assurance/quality control procedure, designed by a leading independent consultancy group, is in place covering all aspects of geological exploration and sample collection with local staff trained to standards set by the UK head office;

-     the executive directors visit each operation regularly to review local operational and technical procedures and controls and compliance with Group procedures and report to the Board;

-     the head office finance function visits each operation to review local financial controls and compliance with Group procedures and report to the board.

 

 

 

 

 

Human resources

The Group is reliant on a small team of experienced mining professionals for their success and is more than usually vulnerable to the adverse effects of losing key personnel. 

 

Licences

While the Directors have no reason to believe that the existence and extent of any of the Group's properties are in doubt, title to mining properties is subject to potential litigation by third parties claiming an interest in them.

 

The failure to comply with all applicable laws and regulations, including failures to pay taxes, meet minimum expenditure requirements, or carry out and report assessment work, may invalidate title to portions of the properties where the mineral rights are held by the Group.

 

The Group might not be able to retain its licence interests when they come up for renewal, despite a possibility of discovering ore bodies. Under the Mining Act 2010, at the end of the initial licence term and on renewal, a company must relinquish 50% of the land area held under licence. The dropped portion may be re-applied for; however, relinquishing 50% of the licence area does not necessarily devalue the licence. Mineral deposits may cover areas of only a few Km2 and the process of relinquishment is such that a company will retain the part of the licence that is considered most prospective for a mineral discovery. If the original licence covers 40km2 the retained ground after relinquishment is more than sufficient for the discovery of a world class deposit and does not detract from the value of the property. 

While the Group has undertaken all the customary due diligence in the verification of title to its material mineral properties, this should not be construed as a guarantee of title. The Group's management team has been operating in Tanzania for a number of years and have experience in managing the title to its properties. It maintains professional relationships with the relevant government bodies responsible for the issue and renewal of licences but if there was an indication of an issue over the title to any of its properties it would seek advice from the Group's lawyers.

 

Economic risks

The value of the Group's properties may be affected by changes in the market price of minerals which fluctuate according to numerous factors beyond the Group's control. Changes in interest rates and exchange rates, the rate of inflation and world supply of and demand for mineral commodities all cause fluctuations in such prices. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political conditions. Future mineral price declines could have an adverse effect on the value of the Group's assets and its ability to raise further funds.

 

Certain of the Group's payments, in order to earn or maintain property interests, are to be made in the local currency in the jurisdiction where the applicable property is located. As a result, fluctuations in the US dollar against the pound and each of those currencies against local currencies in jurisdictions where properties of the Group are located could have an adverse effect on the Group's financial position which is denominated and reported in sterling.

 

The Group has not insured against any risks. Risks not insured against and for which the Group may become subject to liability include environmental pollution, political risk and other hazards against which the Group cannot insure or which it may elect not to insure. The payment of such liabilities may have a material adverse effect on Group's results of operation and financial condition.

 

The market price of commodities is volatile and is affected by numerous factors beyond the Group's control.

 

There is the risk that the price earned for minerals will fall to a point where it becomes uneconomic to extract them from the ground. The prices of these commodities are affected by a number of factors beyond Edenville's control The principal commodities in Edenville's portfolio are uranium and coal. During 2013 the price of uranium dropped 19% over the year starting January 2013. The price of coal has also fallen 9% (Australian Thermal Coal) over the year starting January 2013. Subsequent to the year end the price of both commodities has continued to decrease. The impact of the price of uranium and coal on the economics of Edenville project is kept under close review.

 

 

 

 

Political risks

A substantial portion of the assets of the Group are located in non-UK jurisdictions. As a result, it may be difficult for investors to enforce judgments obtained against the Company if the damages awarded exceed the realisable value of the Company's UK assets. The political situations in African countries may introduce a degree of risk with respect to the Group's activities. In the countries where the Group has exploration activities, governments exercise control over such matters as exploration and mining licensing, permitting, exporting and taxation. Changes of policy by such governments may adversely impact the Group's ability to carry out exploration activities.

 

Edenville minimises political risk by operating in countries considered to have relatively stable political systems, established fiscal and mining codes and a respect for the rule of law.

 

Impact of law and Governmental regulations

The Group's investments may be subject to the foreign exchange and other laws of various countries that may prevent, materially delay or at least require governmental approval for, the full or partial repatriation of the Group's investments. Foreign investment in companies in emerging countries may be restricted or controlled to varying degrees. These restrictions may, at times, limit or preclude foreign investment and increase the costs and expenses of the Group. Additionally, under certain circumstances a country may impose restrictions on capital remittances abroad. The Group could be adversely affected by delays in, or refusal to grant any required governmental approval for, repatriation of capital or dividends held by the Group or their conversion into foreign currency. In addition, gains from the disposal of such securities may be subject to withholding taxes, income tax and capital gains tax.

 

The Group must comply with, inter alia, the current and future Tanzanian regulations relating to mineral exploration and production. The institution and enforcement of such regulations could have the effect of increasing the expense and lowering the income or rate of return from, as well as adversely affecting the value of, the Group's assets.

 

Dependency on a single country

The Group's current exploration activities are situated entirely in Tanzania. The political situations in Africa may introduce a degree of risk with respect to the Group's activities. Risks may include, among others, labour disputes, delays or invalidation of governmental orders and permits, corruption, uncertain political and economic environments, civil disturbances and terrorist actions, arbitrary changes in laws or policies, foreign taxation and exchange controls, opposition to mining from environmental or other non-governmental organisations, limitations on foreign ownership, limitations on the repatriation of earnings, infrastructure limitations and increased financing costs. In Tanzania, the government exercises control over exploration and mining licensing, permitting, exporting and taxation. The Board believes that the Government of Tanzania supports the development of natural resources. However, there is no assurance that future political and economic conditions in Tanzania will not result in the Government of Tanzania changing its political attitude towards mining and adopting different policies respecting the exploration, development and ownership of mineral resources. Any such changes in policy may result in changes in laws affecting ownership of assets, land tenure and mineral licences, taxation, royalties, rates of exchange, environmental protection, labour relations, repatriation of income and return of capital, which may affect the Group's ability to undertake exploration and future mining operations in the properties in respect of which it has obtained exploration and mining rights to date and may adversely impact the Group's ability to carry out its activities.

 

Management is actively evaluating other coal projects in the African continent in order to expand the Group's coal resource base and reduce dependency on Tanzania.

 

Competition risks

The mineral exploration and mining business is competitive in all of its phases. The Group competes and will compete with numerous other companies and individuals, including competitors with greater financial, technical and other resources, in the search for, and the acquisition of, attractive mineral properties. The Group's ability to acquire properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire promising properties or prospects for mineral exploration. There is no assurance that the Group will continue to be able to compete successfully with its competitors in acquiring such properties or prospects.

 

Edenville is aware that it operates in an area considered highly prospective to competitive companies. The management monitor the activities of other operators and monitor their development and future plans from information available in the public domain, which allows the company to evaluate whether these competitors pose a threat to our market position.

 

Financing

The further development and exploration of the various mineral properties in which the Group holds interests is dependent upon the Group's ability to obtain financing through joint venturing projects, debt financing, equity financing or other means. There is no assurance that the Group will be successful in obtaining the required financing.If the Group is unable to obtain additional financing as needed some interests may be relinquished and/or the scope of the operations reduced.

 

Financial risks

 

The Group's multi-national operations expose it to a variety of financial risks:

 

(i) Foreign exchange risk

The majority of exploration costs are in United States dollars or Tanzanian schillings. Accordingly, foreign exchange fluctuations may adversely affect the Group's financial position and operating results. The Group utilises exchange rate hedging where appropriate.

 

(ii) Liquidity risk

Prudent liquidity risk management in the context of the Group implies maintaining sufficient cash in the necessary currencies to be able to pay creditors as and when they fall due. The Group has a comprehensive system for financial reporting. The board approves the annual budget which is revised through the year as necessary with the board's approval. Monthly results are reported against budgets and variances analysed. Great importance is placed on the monitoring and control of cash flows, and cash forecasts are reported to the board;

 

(iii) Credit risk

Cash balances are deposited with banks with a high credit rating.

 

Key performance indicators

The Company is currently a resource exploration and development entity, and consequently its assets comprise predominantly early phase projects that are not yet at the production stage. As a result, no revenue would be generated from these projects in the short-term and therefore the key performance indicators for the Company are linked to the achievements of project milestones, the increase in overall enterprise value and cash position.

 

The Board monitors relevant KPIs which are focused on managing the exploration and appraisal operations. The KPIs monitored by the Group on a monthly basis are as follows:

 

Financial KPIs

 

• Exploration expenditure.

• Total expenditure burn rates.

• Corporate overheads as a percentage of total expenditure.

 

Non financial KPIs

 

Health and safety -There were no reported health and safety incidents during the year.

Operational success - Relevant information is reported in the 'Review of Operations' on page 9.

 

 

 

Rufus V Short

Chief Executive Officer

REVIEW OF OPERATIONS

for the year ended 31 december 2013

 

In September 2013, I was delighted to be appointed as CEO of Edenville Energy, this was following my appointment to the Board as Non-Executive Director in February last year.

 

The completion of the upgraded JORC Resource Report, published March 2013, for the Rukwa coal project, and centred on the Namwele, Mkomolo and Muze deposits, got the year off to a good start. This was a result of a robust model and resource calculation by Sound Mining Solutions (SMS) of South Africa which resulted in 61.5 million tonnes of measured, 109.6 million tonnes indicated and 2 million tonnes of inferred raw coal. 

 

The conclusions of a follow up Scoping Study, also generated by SMS, demonstrated that there was a viable commercial opportunity for Edenville to become a power producer, utilising a small scale, coal to power scenario, which would supply energy to the local area.

 

During this period, we commissioned a Tanzanian consultancy, RAFCO group, to assist in dialogue with the Tanzanian Government and commercial organizations.  The project and the power plant concept were received very favourably.  Consequently, we decided to also review and develop options for scaling up to a larger overall project that could deliver a +100MW power facility. This gave Edenville the opportunity to move towards the development of a larger power station, utilising our entire coal resource, and would feed directly into the proposed new grid infrastructure which is projected to run just a few kilometres from the Rukwa Coal Deposit.

 

In late 2013, the Management team entered into early stage discussion with potential partners from Asia, with the relevant experience to develop the project. We consider it crucial to have explored options for the project with potential partners before committing to major expenditure on feasibility study work.Their ability to both manage and construct a large power project, as well as giving security to investors and financial institutions is vital. To enable rapid progress various consultancy tenders have been reviewed, the consultants  ready to carry out feasibility work once partners are established.

 

Feasibility work will likely include some trial mining from the project area to gain a better understanding of the coal characteristics and the mining environment.  We have submitted an Environmental Impact Assessment ('EIA') to the regulatory authorities to gain a permit to commence a starter pit operation at the site. We expect these permissions to be in place in mid 2014.   

 

To gain understanding of the projects potential we have visited power producers and development companies with a track record of building power stations in the 100-250 MW size, utilizing coal of a similar quality to that seen in the Rukwa Coal Deposit. From a technical perspective, we engaged an independent UK based power consultant who visited Rukwa and assessed the project site for the key factors for power generation and distribution namely, fuel feedstock, water supply and infrastructure.

 

The view from all areas is that coal from Rukwa is suitable for use in a coal fired power plant that utlilizes off the shelf technology to meet or exceed all current emissions regulations and guidelines. Through direct dialogue with engineering groups and power producers we have been able to gain a greater clarity on Rukwa's potential and are confident moving ahead into the feasibility process, once a suitable partner has been identified.

 

Following a review of the Company's portfolio of license interests, the Board's decision to relinquish some of its non-core licenses will free up both capital and resources which we will be able to put into the Rukwa coal-power project, and which the Board believes represents the best value for shareholders.

 

Outlook

We believe we are now near to a point where the project can move to the next phase of detailed feasibility with the assistance and involvement of suitable engineering and financing groups. And Edenville employees, be they in Tanzania or in the UK, are continuing to work towards this goal. These advancements would see Edenville holding a significant position in what will be a large contributor to Tanzania's domestic power supply. I look forward to updating shareholders of our progression in the coming months.

 

CSR

We have an active Corporate Responsibility (CSR) programme which has been in place since 2010. Edenville implemented a training program for locals who were interested in working with the Company and we subsequently employed several local people to work on the exploration programme at Mkomolo, Namwele and Muze since early 2011.

At the same time, the Company are involved directly in the general improvement of the local communities. During the drill campaigns in 2013, for example, Edenville donated 500 sheets of aluminum to the Lau and Muze communities to assist in the building of new clinics and schools; we remain actively engaged with the local population providing assistance and support where appropriate.

 

 

 

R  V Short

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 



 

DIRECTORS' BIOGRAPHIES

 

Sally Schofield, BEng (Hons) Industrial Geology, ACSM, FGS, MIMMM, Aged 42

Executive Chairman

Sally holds a First Class B.Eng (hons) in Industrial Geology from Camborne School of Mines, University of Exeter. She has 19 years experience in commercial, technical and operational capacities in geographically and politically diverse regions including Kazakhstan, Albania, Central America, Brazil and Chile. She has held senior positions in  the technical, corporate and investor relations functions of both the mining business and with RMC, now part of CEMEX, the global building materials giant. Her business skills have been recognised by several external parties, including Management Today, Courvoisier Future 500 and HM The Queen. She is a Fellow of the Geological Society (FGS) and a Member of the Institute of Directors (MIoD).

 

Rufus Victor Short, Aged 50

Chief Executive Officer

Rufus is a qualified surveyor and also holds an MSc in Mineral Economics from Curtin University Western Australia. He has 25 years experience in the resources industry having worked in engineering and management positions in Australia, South East Asia and the FSU with companies such as PanAust, Newcrest and Aurora Gold.

A large part of his experience has been on development of projects in remote locations such as Borneo and Laos and he has worked to build coal, gold, silver and copper mines in such locations. Rufus has also spent several years working for various Australian mining consultancies such as AMC. Rufus is currently an independent mining consultant having previously worked at Investec plc for 6 years as an Investment Banker in the resources space. He is a member of the Association of Mining Analysts and a Member of the Insitute of Directors (MIoD)..

 

Rakesh Patel, BA (Hons) Economics, FCCA, CF, Aged 50

Finance Director

Rakesh Patel qualified as a chartered certified accountant in 1991. From 1992, he led the corporate finance division of Gerald Edelman, chartered accountants, dealing with acquisitions, disposals, mergers, private placings and stock market flotations. Rakesh was involved in the acquisition of Ryman the Stationer and left the firm in 1996 to become group financial controller of Chancerealm Limited, a group including Ryman Limited where he was involved in the acquisition and integration of Contessa Ladieswear Limited. Rakesh returned to Gerald Edelman in 1997 until leaving in March 2003 to join Adler Shine LLP, chartered accountants, where he heads the firm's corporate finance division. Rakesh has acted in over 35 AIM transactions as Reporting Accountant and has also acted as interim or part-time director to a number of private and public companies. Rakesh is a Member of the Institute of Directors (MIoD).

 

Mark Pryor, BSc (Hons) Geology & Mineralogy, FGS, FSEG, Pr.Sci.Nat, Aged 54

Non Executive Director

Mark Pryor is an Independent Geological Consultant working with private mining and exploration groups, based out of the United Kingdom and holds a BSc (Hons) degree from the University of Aberdeen. He has 25 years of management experience in advanced stage exploration and mine development projects worldwide. He is a 'Qualified Person' as defined by the Securities Commission and regularly submits Independent Technical Reports for companies wishing to list on the Stock Exchange as well as Independent Technical Reports and press releases for quoted companies. Mark has worked for major and mid-tier mining companies and has many contacts within the venture capital sector of the mining industry. Mark has extensive global experience having worked in Mexico, EurAsia, China, Southern Africa and South America, holding management positions in recognised companies in the industry including Placer Dome, Minefinders, Monarch Resources and Anglo American. Mark is an associate of SRK (UK) Ltd and is a Fellow of the Geological Society, Society of Economic Geologists and is a registered Natural Scientist (Pr. Sci. Nat).

 

Simon Rollason, BSc (Hons) Geology, MIMMM, FGS, Aged 47

Non Executive Director

Simon graduated from the University of the Witwatersrand, South Africa in 1990 with a BSc (Hons) degree in Geology. He has gained over 20 years international experience working in both mining and geological exploration. During this time, Simon has worked in Africa, the Middle East, Central Asia and the Far East with both multi-nationals and junior resources companies. Simon has worked on gold, nickel, coal, copper, base metals, uranium and precious stone projects, ranging from grassroots to producing assets. He has been involved with and managed operations that have varied from exploration and evaluation projects to successful feasibility studies. Simon is a Fellow of the Geological Society and a Member of the Institute of Materials, Minerals and Mining, the Society of Economic Geologists and the Society of Mining, Metallurgy and Exploration.

 

 

 

 


DIRECTORS' report

for the year ended 31 december 2013

 

The Directors present their annual report and audited Group financial statements for the year ended 31 December 2013.

 

Dividends

 

The Directors do not recommend payment of a dividend for the year (2012 - nil). The loss is transferred to reserves.

 

Directors and Directors' interests

 

The Directors at the date of these financial statements who served during the year and their interests in the Ordinary Shares in the Company are as follows:

 


Ordinary shares of 0.02p held at

31 December 2013

Ordinary shares of 0.02p held at

 31 December 2012

Simon Rollason

2,660,603

2,660,603

Mark Pryor

Nil

Nil

Rakesh Patel

Nil

Nil

Sally Schofield

1,319,261

1,319,261

 

The Directors' interests in share options as at 31 December 2013 are as follows:

 


Options at

31.12.13

Exercise

Price

Date of grant

First date

of exercise

Final date

of exercise

Simon Rollason

23,121,082

0.25p

21.10.13

21.10.14

20.10.23

Mark Pryor

23,121,082

0.25p

21.10.13

21.10.14

20.10.23

Rakesh Patel

60,114,813

0.25p

21.10.13

21.10.14

20.10.23

Sally Schofield

60,114,813

0.25p

21.10.13

21.10.14

20.10.23

Rufus Short

60,114,813

0.25p

21.10.13

21.10.14

20.10.23

 

Share capital

 

Details of issues of Ordinary Share capital during the year are set out in note 20.

 

Financial instruments and other risks

 

Details of the use of financial instruments by the Company and its subsidiary undertakings are contained in note 23 of the financial statements.

 

Details of risks and uncertainties that affect the Group's business are given in the Strategic Report.

 

Provision of information to auditors

 

So far as each Director at the date of approval of this report is aware, there is no relevant audit information of which the Company's auditors are unaware and each Director has taken all steps that he ought to have taken to make himself aware of any relevant audit information and to establish that the auditors are aware of that information.

 

 

 

 

 

Auditors

 

H.W. Fisher & Company have expressed their willingness to continue in office as auditors and a resolution to re-appoint them will be proposed at the next Annual General meeting.

 

 

This report was approved by the board on 3 June 2014 and signed on its behalf.

 

 

 

 

Rufus V Short

Chief Executive Officer

 


STATEMENT OF DIRECTORS' RESPONSIBILITIES

for the year ended 31 december 2013

 

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.  Under that law the directors have prepared the Group financial statements in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the European Union. 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 Group and Company and of the profit or loss of the Group for that year.  The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the AIM market.

 

In preparing these financial statements the directors are required to:

 

·           select suitable accounting policies and then apply them consistently;

·           make judgements and estimates that are reasonable and prudent;

·           state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements;and

·           prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group and Company will continue in business.

 

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

 

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 the financial statements comply with the requirements of the Companies Act 2006.  They are also responsible for safeguarding the assets of the Company and the Group, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Website publication

The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the on-going integrity of the financial statements contained therein.

 

 


REMUNERATION REPORT

for the year ended 31 december 2013

 

The remuneration committee comprised the Company's chairman, Sally Schofield, who was the sole member of the committee until 5th March 2013. Upon Sally Schofield's appointment to the Executive Board, Rufus Short was appointed to the remuneration committee. The committee is, within the agreed terms of reference, responsible for making recommendations to the directors on matters relating to the Group's remuneration structure, including pension rights, the policy on compensation of executive directors and their terms of employment, with the objective of attracting, motivating and retaining high quality individuals who will contribute fully to the success of the Group's businesses.

 

As the scope of operations expands the Company intend to increase the number and scope of the non-executive directors. The Company now has two non-Executive directors up from one in the previous period. During the year, the Remuneration Committee did not operate and all relevant matters were dealt with by the full Board.

 

Remuneration policy

 

Salaries are reviewed annually on the basis of market comparisons with positions of similar responsibility and scope in comparable industries. The full Board takes into account both Group and personal performance in reviewing directors' salaries.

 

Non-executive directors' remuneration

 

Fees for non-executive directors are determined by the full Board on the basis of market comparisons with positions of similar responsibility and scope in companies of a similar size in comparable industries.  Non-executive directors do not have service contracts, are not eligible for pension scheme membership and do not participate in any of the Group's bonus schemes. They have letters of engagement with the Company and their appointments are terminable on one month's or three months' written notice on either side.

 

Service agreements

 

The full Board has adopted current best practice in respect of service agreements issued on all new appointments. Executive Directors are employed under six month rolling service contracts.

 

Share options

 

Details of share options granted to directors are included in the Directors' Report.

 

 


Directors' remuneration

 

Details of remuneration of the directors of the Company who served in the year ended 31 December 2013 are set out below:

 

Name

Fees and

other remuneration

Taxable benefits

2013

Total

2012

Total


£

£

£

£

Executive










Rakesh Patel

65,000

-

65,000

62,500

Sally Joy Schofield (moved to Chairman 5 March 2013 from Non-Executive)

57,500

-

57,500

20,000

Rufus Short (appointed Non -Executive 18 February 2013 - moved to CEO 1 September 2013)

47,359

-

47,359

-






Non-Executive





Mark Pryor (moved from CEO 1 September 2013)

61,250

-

61,250

62,500

Simon Rollason (moved to Non-Executive 5 March 2013 from Executive Chairman)

27,500

-

27,500

62,500


                 

                

                

                


258,609

-

258,609

207,500


                 

                

                

                






               

 

The Directors have been and continue to be paid substantially less than their  peers on the boards of AIM listed mining companies as indicated in Directors' Pay on AIM 2014, Vitesse Media Research Report.

 

Share based payment charge in respect of share options granted to directors amounted to £ 39,797 (2012: £39,999 ).


Corporate governance report

for the year ended 31 december 2013

 

Compliance with the UK Corporate Governance code

Under the AIM Rules, the Company is not formally required to comply with the UK Corporate Governance Code.  Nevertheless the Company has taken steps to comply with the Code in so far as it can be applied practically, given the size of the Company and the nature of its operations.

 

The Company has complied with the provisions set out in Section 1 of the FRC code as annexed to the listing rules of the Financial Services Authority since its admission to the AIM market of the London Stock Exchange in August 2003, to the extent that they are practical for a Group of its size and resources.  The directors consider that the Group is not of a size to warrant the need for a separate nominations committee or internal audit function.

 

Board of directors

The Board currently comprises an Executive Chairman (Sally Schofield), two further Executive Directors (Rakesh Patel and Rufus Short) and two Non-Executive Directors (Simon Rollason and Mark Pryor).

 

An agreed procedure exists for Directors in the furtherance of their duties to take independent professional advice. With the prior approval of the Chairman, all Directors have the right to seek independent legal and other professional advice at the company's expense concerning any aspect of the company's operations or undertakings in order to fulfil their duties and responsibilities as Directors. If the Chairman is unable or unwilling to give approval, Board approval will be sufficient. Newly appointed Directors are made aware of their responsibilities through the Company Secretary. The Company does not make any provision for formal training of new Directors.

 

Conflicts of interest

The Board confirms that it has instituted a process for reporting and managing any conflicts of interest held by Directors. Under the Company's Articles of Association, the Board has the authority to approve such conflicts.

 

Company materiality threshold

The Board acknowledges that assessment on materiality and subsequent appropriate thresholds are subjective and open to change. As well as the applicable laws and recommendations, the Board has considered quantitative, qualitative and cumulative factors when determining the materiality of a specific relationship of Directors.

 

Ethical standards

As part of the Board's commitment to the highest standard of conduct, the Company adopts a code of conduct to guide executives, management and employees in carrying out their duties and responsibilities. The code of conduct covers such matters as:

 

• responsibilities to shareholders

• compliance with laws and regulations

• relations with customers and suppliers

• ethical responsibilities

• employment practices

• responsibility to the environment and the community.

 

Board meetings

The Board meets on average every two months. Decisions concerning the direction and control of the business are made by the Board, and a formal schedule of matters specifically reserved for the Board is in place.

 

Generally, the powers and obligations of the Board are governed by the UK Companies Act 2006, and the other laws of the jurisdictions in which it operates. The Board is responsible, inter alia, for setting and monitoring Group strategy, reviewing trading performance, ensuring adequate funding, examining major acquisition opportunities, formulating policy on key issues and reporting to the shareholders. These areas are set out in more detail in a formal Schedule of Matters Reserved for the Board. 

 

Board committees

There are two board committees, namely the Audit and Remuneration committees consisting of Simon Rollason and Rufus Short. During the year the audit committee and the remuneration committee did not operate and all relevant matters were dealt with by the full Board. Moving forward, the intention is for these two committees to operate as follows;

 

Audit committee

The Committee provides a forum for reporting by the Group's external auditors. Meetings are held on average once a year and are also attended, by invitation, by the executive Directors.

 

The Audit Committee is responsible for reviewing a wide range of financial matters including the annual and half year results, financial statements and accompanying reports before their submission to the Board and monitoring the controls which ensure the integrity of the financial information reported to the shareholders.

 

Remuneration committee

The Committee is responsible for making recommendations to the Board, within agreed terms of reference, on the Company's framework of executive remuneration and its cost. The Remuneration Committee determines the contract terms, remuneration and other benefits for the Executive Directors, including performance related bonus schemes, compensation payments and option schemes. The Board itself determines the remuneration of the Non-Executive Directors.

 

Relations with shareholders

Investors are encouraged to participate in the Annual General Meeting and are regularly advised of any significant developments in the Company. The Company expects to widen its investor base and then meet regularly with any significant institutional shareholders, fund managers and analysts as part of an active investor relations programme to discuss long term issues and obtain feedback.

 

Internal financial control

The Board is responsible for establishing and maintaining the Group's system of internal financial controls. Internal financial

control systems are designed to meet the particular needs of the Group and the risk to which it is exposed, and by its very nature can provide reasonable, but not absolute, assurance against material misstatement or loss.

 

The Directors are conscious of the need to keep effective internal financial control, particularly in view of the cash resources of the Group. Due to the relatively small size of the Group's operations, the Directors are very closely involved in the day-to-day running of the business and as such have less need for a detailed formal system of internal financial control. The Directors have reviewed the effectiveness of the procedures presently in place and consider that they are still appropriate to the nature and scale of the operations of the Group.

 

Managing business risk

The Board constantly monitors the operational and financial aspects of the company's activities and is responsible for the

implementation and ongoing review of business risks that could affect the Company. Duties in relation to risk management that are conducted by the Directors include but are not limited to:

 

•      Initiate action to prevent or reduce the adverse effects of risk

•      Control further treatment of risks until the level of risk becomes acceptable

•      Identify and record any problems relating to the management of risk

•      Initiate, recommend or provide solutions through designated channels

•      Verify the implementation of solutions

•      Communicate and consult internally and externally as appropriate

•      Inform investors of material changes to the company's risk profile.

 

Ongoing review of the overall risk management program (inclusive of the review of adequacy of treatment plans) is conducted by external parties where appropriate. The Board ensures that recommendations made by the external parties are investigated and, where considered necessary, appropriate action is taken to ensure that the Company has an appropriate internal control environment in place to manage the key risks identified.

 

Going Concern

During the year the Company raised approximately £427,274 net of expenses through a placing and, at 31 December 2013, the Group had cash balances totalling £303,908.

 

These funds along with the £1m raised post year end and the £5m equity financing facility announced on 27 March 2013 are considered sufficient for the Group to operate for the foreseeable future.

 

Accordingly the financial statements have been prepared on a going concern basis. The Company intends to operate within its cash resources.


report of the INDEPENDENT AUDITORS to the members of EDENVILLE ENERGY PLC

YEAR ENDED 31 DECEMBER 2013

 

We have audited the group financial statements of Edenville Energy Plc for the year ended 31 December 2013 which comprise the Group Statement of Comprehensive Income, the Group Statement of Financial Position, the Group Statement of Changes in Equity, the Group Cash Flow Statement and 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 Group'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 Group's members those matters we are required to state to them in an auditors' 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 Group and the Group'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 Statement of Directors' Responsibilities set out on page 15, the Directors are responsible for the preparation of the group 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 group 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

 

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors and the overall presentation of the financial statements.  In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on or, materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent misstatements or inconsistencies we consider the implications for our report.

 

Opinion on financial statements

 

In our opinion the group financial statements:

·     give a true and fair view of the state of the Group's affairs as at 31 December 2013 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 information given in the Strategic Report and the Directors' Report for the financial year for which the group financial statements are prepared is consistent with the group financial statements.

 



 

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:

 

·     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.

 

Other matters

We have reported separately on the parent company financial statements of Edenville Energy Plc for the year ended 31 December 2013.

 

 

 

 

 

 

Simon Mott -Cowan (Senior Statutory Auditor)

for and on behalf of H W Fisher & Company

Chartered Accountants

Statutory Auditor

Acre House

11-15 William Road

London

NW1 3ER

United Kingdom

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROUP STATEMENT OF COMPREHENSIVE INCOME

year ended 31 december 2013

 

               

 

Note

2013

2012



£

£









Administration expenses

6

(638,868)

(598,415)





Share based payments

24

(39,797)

(45,437)





Impairment of intangible asset

14

(1,687,494)

-



                        

                       





Group operating loss


(2,366,159)

(643,852)





Finance income

10

9

10



                       

                       





Loss on operations before taxation


(2,366,150)

(643,842)





Income tax

11

284,111

-



                       

                       





Loss for the year


(2,082,039)

(643,842)



                       

                       





Other comprehensive income/(loss)




Loss on translation of overseas subsidiary


(143,057)

(419,893)



                       

                       

Total comprehensive loss for the year


(2,225,096)

(1,063,735)



                       

                       

Attributable to:




Equity holders of the Company


(2,220,883)

(1,063,381)

Non-controlling interest


(4,213)

(354)



                       

                       

Loss per Share (pence)








Basic and diluted loss per share

12

(0.05p)

(0.01p)



                       

                       

















 

All operating income and operating gains and losses relate to continuing activities.

 

No separate statement of comprehensive income is provided as all income and expenditure is disclosed above.

 

 

 

 

GROUP STATEMENT OF FINANCIAL POSITION

AS AT 31 december 2013

 


Note

2013

2012



£

£





Non-current assets




Property, plant and equipment

13

38,538

68,047

Intangible assets

14

8,828,849

10,379,827

Equity investments - available for sale

15

-

-



                       

                       



8,867,387

10,447,874



                       

                       

Current assets




Trade and other receivables

16

176,277

258,623

Cash and cash equivalents

17

          303,908

          784,072



                       

                       



480,185

1,042,695

Current liabilities




Trade and other payables

18

(81,213)

(164,567)



                       

                       





Current assets less current liabilities


398,972

878,128



                       

                       

 

Total assets less current liabilities


 

9,266,359

 

11,326,002



                       

                       

Non-current liabilities




Provision for deferred tax

19

(930,167)

(1,231,400)



                       

                       







8,336,192

10,094,602

Equity


                       

                       





Called-up share capital

20

1,019,680

965,588

Share premium account


12,286,868

11,913,686

Share option reserve


39,797

326,984

Foreign currency translation reserve


(800,384)

(657,327)

Retained earnings


(4,224,915)

(2,474,073)



                       

                       

Attributable to the equity shareholders of the company           

8,321,046

10,074,858





Non- controlling interests


15,146

19,744



                                     

                       

Total equity


8,336,192

10,094,602



                       

                       

 

The financial statements were approved by the board of directors and authorised for issue on 3 June 2014 and signed on its behalf by:

 

S. Schofield

Director

Company Registration Number: 05292528

 


GROUP STATEMENT OF CHANGES IN EQUITY

year ended 31 december 2013

 


-----------------------------------------Equity Interests-----------------------------




Share Capital

Share Premium

Retained Earnings Account

Share Option Reserve

Foreign Currency Reserve

Total

Non-controlling interest

Total


£

£

£

£

£

£

£

£

At 1 January 2012

740,588

9,707,686

(1,838,945)

289,907

(237,434)

8,661,802

21,055

8,682,857










Issue of share capital

200,000

2,300,000

-

-

-

2,500,000

-

2,500,000

Cost of issue

-

(94,000)

-

-

-

(94,000)

-

(94,000)

Exercise of warrants

25,000

-

8,360

(8,360)

-

25,000

-

25,000

Share based payment charge

-

-

-

45,437


45,437

-

45,437

Foreign currency translation

-

-

-

-

(419,893)

(419,893)

(957)

(420,850)

Loss for the year

-

-

(643,488)

-

-

(643,488)

(354)

(643,842)


                  

                  

                   

                  

                  

                  

                  

                   










At 31 December 2012

965,588

11,913,686

(2,474,073)

326,984

(657,327)

10,074,858

19,744

10,094,602










Issue of share capital

54,092

456,536

-

-

-

510,628

-

510,628

Cost of issue

-

(83,354)

-

-

-

(83,354)

-

(83,354)

Cancellation of share options

 

-

 

-

 

326,984

 

(326,984)

 

-

 

-

 

-

 

-

Share based payment charge

-

-

-

39,797

-

39,797

-

39,797

Foreign currency translation

-

-

-

-

(143,057)

(143,057)

(385)

(143,442)

Loss for the year

-

-

(2,077,826)

-

-

(2,077,826)

(4,213)

(2,082,039)


                  

                  

                   

                  

                  

                 

                  

                   

At 31 December 2013

1,019,680

12,286,868

(4,224,915)

39,797

(800,384)

8,321,046

15,146

8,336,192


                  

                  

                   

                  

                  

                  

                  

                   















 

 

 

.


 



Year ended     31 December

Year ended     31 December


Note

2013

2012



£

£

Cash flows from operating activities




Operating loss


(2,366,159)

(643,852)

Impairment of tangible & intangible non-current assets


1,704,644

-

Depreciation


12,258

13,812

Share based payments


39,797

45,437

Decrease/(increase) in trade and other receivables


78,422

(153,537)

(Decrease)/increase in trade and other payables


(83,073)

48,292

Foreign exchange differences


(3,457)

(34,803)



                 

                 

Net cash outflow from operating activities


(617,568)

(724,651)



                 

                 

Cash flows from investing activities




Purchase of exploration and evaluation assets


(289,889)

(1,370,377)

Purchase of fixed assets


(550)

(64,288)

Finance income


9

10



                 

                 





Net cash used in investing activities


(290,430)

(1,434,655)



                 

                 









Cash flows from financing activities




Proceeds from issue of ordinary shares


510,628

2,525,000

Share issue costs


(83,354)

(94,000)



                 

                 





Net cash inflow from financing activities


427,274

2,431,000



                 

                 





Net (decrease)/increase in cash and cash equivalents


(480,724)

271,694

Cash and cash equivalents at beginning of year


784,072

511,538

Effect of foreign exchange rate changes on cash and cash equivalents


560

840



                 

                 





Cash and cash equivalents at end of year

17

303,908

784,072



                 

                 





 

 


 

1.            General Information

 

Edenville Energy Plc is a public limited company incorporated in the United Kingdom . The address of the registered office is Aston House, Cornwall Avenue, London, N3 1LF. The company's shares are listed on AIM, a market operated by the London Stock Exchange.

 

The principal activity of the Group is the exploration and mining of energy commodities predominantly coal and uranium in Africa.

 

2.            Group Accounting Policies

 

Basis of preparation of group financial statements

 

The Group's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, IFRIC Interpretations and the parts of the Companies Act 2006 applicable to companies reporting under IFRS.  The Group's financial statements have also been prepared under the historical cost convention, as modified by the revaluation of available for sale investments.

 

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates.  It also requires management to exercise its judgement in the process of applying the Group's accounting policies.  The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Group's financial statements are disclosed in Note 4.

 

The Company's financial statements continue to be prepared under IFRS.  Therefore the Company's financial statements and the associated notes, together with the auditors' report on these financial statements, are presented separately from the Group, starting on page 48.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.            Group Accounting Policies (continued)

 

Standards and interpretations in issue but not yet effective or not yet relevant

 

At the date of authorisation of these financial statements the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:

 



Effective date (period beginning on or after)

IFRS 2,3,8, 16,24,36

Amendments resulting from Annual Improvements 2010-2012 Cycle

1 July 2014

IFRS 3,13, IAS 40

Amendments resulting from Annual Improvements 2011-2013 Cycle

1 July 2014

IFRS 7

Deferral of mandatory effective date of IFRS 9 and amendments to transition disclosures

1 January 2015

IFRS 9

Deferral of mandatory effective date of IFRS 9 and amendments to transition disclosures

1 January 2015

IFRS 10

Amendments for investment entities

1 January 2014

IFRS 12

Amendments for investment entities

1 January 2014

IAS 19

Employee Benefits - Amended to clarify the requirements that relate to how contributions from employees or third parties that re linked to service should be attributed to periods of service

1 July 2014

IAS 27

Amendments for investment entities

1 January 2014

IAS 32

Financial Instruments: Presentation - Amendments  to application guidance on the offsetting of financial assets and financial liabilities

1 January 2014

IAS 39

Financial Instruments: Recognition and Measurement- Amendments for novation of derivatives

1 January 2014

IFRIC 21

Levies

1 January 2014

 

 

The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the Group's financial statements.

 

Share based payments

 

The Group operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange for the grant of options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

 

·     including any market performance conditions;

·     excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and

 

 

 

 

 



 

2.            Group Accounting Policies (continued)

 

·     excluding the impact of any non-vesting conditions (for example, the requirement of employees to save).

 

Assumptions about the number of options that are expected to vest include consideration of non-market vesting conditions. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

 

When the options are exercised, the Group issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

 

Basis of consolidation

 

The Group's financial statements consolidate the financial statements of Edenville Energy Plc and all its subsidiary undertakings (GOA Tanzania Limited, Edenville International (Seychelles) Limited and Edenville International (Tanzania) Limited) made up to 31 December 2013.  Profits and losses on intra-group transactions are eliminated on consolidation.

 

Business combinations

 

The Group adopts the acquisition method in accounting for the acquisition of subsidiaries.  On acquisition the cost is measured at the fair value of the assets given, plus equity instruments issued and liabilities incurred or assumed at the date of exchange.  The assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair value at the date of acquisition. Any excess of the fair value of the consideration over the fair value of the identifiable net assets acquired is recorded as goodwill.

 

Any deficiency of the fair value of the consideration below the fair value of identifiable net assets acquired is credited to the income statement in the period of the acquisition.

 

The results of subsidiary undertakings acquired or disposed of during the year are included in the group statement of comprehensive income statement from the effective date of acquisition or up to the effective date of disposal.

 

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group. Inter-company transactions and balances between group companies are eliminated.

 

Revenue recognition

 

Revenue from the sale of energy commodities is recognised upon delivery of goods to the customers. Interest income is recognised on a proportional basis taking into account the effective interest rates applicable to the financial assets.

 

All revenue is stated net of the amount of sales tax.

 

Currently the group does not generate any revenue.

 

Presentational and functional currency

 

This financial information is presented in pounds sterling, which is the Group's functional currency.

 

 

 

 

 

 

2.            Group Accounting Policies (continued)

 

In preparing the financial statements of individual entities, transaction in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date.

 

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations (including comparatives) are expressed in pounds sterling using exchange rates prevailing at the balance sheet date. Income and expense items are translated at the average exchange rate for the period. Exchange differences arising, if any, are classified as equity and transferred to the Group's foreign currency translation reserve. Such translation differences are recognised in the income statement in the period in which the foreign operation is disposed of.

 

Financial assets

 

Financial assets comprise investments, cash and cash equivalents and receivables. Unless otherwise indicated, the carrying amounts of the Group's financial assets are a reasonable approximation of their fair values.

 

Recognition and measurement

Investments are initially recognised at fair value plus transactions costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognised when rights to receive cash flows from investments have expired or the group has transferred substantially all the risks and rewards of ownership. Available for sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost.

 

Equity investments available for sale

Equity investments available for sale are non-derivatives that are either designated in this category or not classified in any of the other categories.  Equity investments available for sale do not have a quoted market price in an active market.  They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.  Investments are initially classified at fair value. Gains and losses arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired. The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired.  If any such evidence exists the cumulative loss, measured as the difference between the acquisition cost and the current fair value, less any impairment loss previously recognised in statement of comprehensive income, is removed from equity and recognised in the statement of comprehensive income.

 

Where the fair value cannot be reliably measured as a result of a lack of an active market and/or reliable estimates could not be made the equity investments are measured at cost.

 

Trade and other receivables

Provision for impairment of trade receivables is made when there is objective evidence that the Group will not be able to collect all amounts due to it in accordance with the original terms of those receivables.  The amount of the write-down is the difference between the receivables carrying amount and the present value of the estimated future cash flows.

 

An assessment for impairment is undertaken at least annually.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, demand deposits and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to insignificant risk of changes in value.

 

 

 



 

2.            Group Accounting Policies (continued)

 

Property, plant and equipment

Property, plant and equipment are stated at cost on acquisition less accumulated depreciation and accumulated impairment losses.

 

Depreciation is provided on all property, plant and equipment categories at rates calculated to write off the cost, less estimated residual value on a reducing balance basis over their expected useful economic life. The depreciation rates are as follows:


Basis of depreciation



Fixtures and fittings

25% reducing balance

Office equipment

25% reducing balance

Motor Vehicles

25% reducing balance

 

Costs capitalised include the purchase price of an asset and any costs directly attributable to bringing it into working condition for its intended use.

 

Financial liabilities

 

Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.  Financial liabilities comprise only trade and other payables.

 

All financial liabilities are recorded at amortised cost, using the effective interest method, with interest-related charges being recognised as an expense under finance costs in the Income Statement.

 

A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged, is cancelled, or expires.

 

Finance costs

 

Finance costs of debt, including premiums payable on settlement and direct issue costs are charged to the income statement on an accruals basis over the term of the instrument, using the effective interest method.

 

Income taxation

 

The taxation charge represents the sum of current tax and deferred tax.

 

The tax currently payable is based on the taxable profit for the period using the tax rates that have been enacted or substantially enacted by the balance sheet date. Taxable profit differs from the net  profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

 

Deferred taxation

 

Deferred tax is recognised, using the liability method, in respect of temporary differences between the carrying amount of the Group's assets and liabilities and their tax base. Deferred tax liabilities are offset against deferred tax assets within the same taxable entity or qualifying local tax group. Any remaining deferred tax asset is recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxable profits, within the same jurisdiction, in the foreseeable future against which the deductible temporary difference can be utilised. Deferred tax is determined using tax rates that are expected to apply in the periods in which the asset is realised or liability settled, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is recognised in the income statement, except when the tax relates to items charged or credited directly in equity, in which case the tax is also recognised in equity.

2.            Group Accounting Policies (continued)

 

Share capital

 

Ordinary shares are classified as equity.  Incremental costs directly attributable to the issue of new shares or options are shown in equity as deduction, net of tax, from the proceeds.

 

Exploration and evaluation assets

 

Capitalisation

 

Certain costs (other than payments to acquire the legal right to explore and costs which are directly attributable to those payments) incurred prior to acquiring the rights to explore are charged directly to the income statement. All costs incurred after the rights to explore an area have been obtained, such as geological and geophysical costs and other direct costs of exploration and appraisal are accumulated and capitalised as intangible exploration and evaluation ("E&E") assets. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the areas or where activities in the areas have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves. 

 

E&E costs are not amortised prior to the conclusion of appraisal activities.

 

At completion of appraisal activities, if technical feasibility is demonstrated and commercial reserves are discovered, then, following development sanction, the carrying value of the relevant E&E asset will be reclassified as a development and production ("D&P") asset, but only after the carrying value of the relevant E&E asset has been assessed for impairment, and where appropriate, its carrying value adjusted. If after completion of appraisal activities in the area, it is not possible to determine technical feasibility and commercial viability or if the legal right to explore expires or if the Company decides not to continue exploration and evaluation activity, then the costs of such unsuccessful exploration and evaluation are written off to the income statement in the period the relevant events occur.

 

Impairment

 

Management consider on a regular basis the geological resources and exploration and evaluation results of each licence and based on their analysis may relinquish or abandon a particular licence area. When this occurs the costs related to the relinquished area are written off to the income statement.

 

Where the licences will be retained an impairment review is performed when facts and circumstances indicate that the carrying value of E&E assets may exceed its recoverable amount.

 

For E&E assets when there are such indications, an impairment test is carried out by grouping the E&E assets with the D&P assets belonging to the same geographic segment to form the Cash Generating Unit ("CGU") for impairment testing. The equivalent combined carrying value of the CGU is compared against the CGU's recoverable amount and any resulting impairment loss is written off to the income statement. The recoverable amount of the CGU is determined as the higher of its fair value less costs to sell and its value in use.

 

Goodwill

 

At the date of acquisition of a subsidiary undertaking, fair values are attributed to the acquired identifiable assets, liabilities and contingent liabilities.  Goodwill represents the difference between the fair value of the purchase consideration and the acquired interest in the fair value of those net assets.

 

Goodwill is initially recognised at fair value.  Any negative goodwill is credited to the income statement in the year of acquisition.  If an undertaking is subsequently sold, the amount of goodwill carried on the balance sheet at the date of disposal is charged to the income statement in the period of disposal as part of the gain or loss on disposal.



 

 

 

2.            Group Accounting Policies (continued)

 

Goodwill is associated with exploration and evaluation assets, the impairment of which is discussed in the accounting policy note for exploration and evaluation assets.

Going concern

 

The directors have reviewed the work programme for the mines and the estimated head office costs and consider that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

 

3.            Financial risk management

 

Fair value estimation

 

The carrying value less impairment provision of trade receivables and payables is assumed to approximate their fair values, due to their short-term nature.  The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the group for similar financial instruments

 

4.            Critical accounting estimates and areas of judgement

 

The Group makes estimates and assumptions concerning the future, which by definition will seldom result in actual results that match the accounting estimate. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are those in relation to:

 

·     the impairment of intangible exploration and evaluation assets;

·     the fair value of intangible assets acquired on the acquisition of Edenville International Limited.

·     Share based payments

 

Impairment - intangible exploration and evaluation assets

 

The Group is required to perform an impairment review, for each CGU to which the asset relates, when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. The recoverable amount is based upon the Directors' judgements and are dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development and future profitable production or proceeds from the disposal until the technical feasibility and commercial viability of extracting a mineral resource becomes demonstrable, at which point the value is estimated based upon the present value of the discounted future cash flows.

 

Fair value of intangible assets

 

The Company holds Tanzanian prospecting licences through its subsidiary, Edenville International (Tanzania) Limited.  The value of these intangible exploration assets acquired represents the fair value of the consideration paid by Edenville Energy plc at the time of the acquisition of Edenville International Limited.

 

The outcome of ongoing exploration and evaluation, and therefore whether the carrying value of exploration and evaluation assets will ultimately be recovered, is inherently uncertain.  The directors have assessed the value of exploration and evaluation expenditure carried as intangible assets.  In their opinion there has been no impairment loss to intangible exploration and evaluation assets in the period, other than the amounts charged to the income statement.

 

 

 

 

4.            Critical accounting estimates and areas of judgement (continued)

 

Share based payments

 

The estimate of share based payments costs requires management to select an appropriate valuation model and make decisions about various inputs into the model including the volatility of its own share price, the probable life of the options and the risk free interest rate.

 

Deferred Taxation

 

The deferred taxation liability is based on the fair value adjustment to the cost of the prospecting licences held by the Company's subsidiary, Edenville International (Tanzania) Limited on the date of acquisition.

 

The outcome of on going exploration and evaluation, and therefore whether the carrying value of exploration and evaluation assets will ultimately be recovered, is inherently uncertain.  The directors have assessed the value of exploration and evaluation expenditure carried as intangible assets. In their opinion there has been no change to the fair value of the prospecting licenses originally acquired. Any change in the value of these prospecting licences will result in a change in the deferred tax liability.

 

 

5.            Segmental information

 

The Board considers the business to have two reportable segments being Coal and Uranium exploration projects.

 

Other represents unallocated expenses and assets held by the head office. Unallocated assets primarily consist of cash and cash equivalents.



Exploration Projects



 

2013


 

Coal

 

Uranium

 

Other

 

Total

Consolidated Income Statement


£

£

£

£

Impairment of intangible assets


911,898

775,596

-

1,687,494

Impairment of property, plant and equipment


 

8,575

 

8,575

 

-

 

17,150

Share based payments


-

-

39,797

39,797

Other expenses


42,100

42,929

536,689

621,718



                

                

                

                

Group operating loss


962,573

827,100

576,486

2,366,159

Finance income


-

-

9

9



                

                

                

                

Loss on operations before taxation


962,573

827,100

576,477

2,366,150

Income tax expense


-

-

-

-



                

                

                

                

Loss for the year


962,573

827,100

576,477

2,366,150



                

                

                

                

2012






Consolidated Income Statement






Share based payments


-

-

45,437

45,437

Other expenses


29,691

41,083

527,641

598,415



                

                

                

                

Group operating loss


(29,691)

(41,083)

(573,078)

(643,852)

Finance income


-

-

10

10



                

                

                

                

Loss on operations before taxation


(29,691)

(41,083)

(573,068)

(643,842)

Income tax expense


-

-

-

-

Loss for the year


(29,691)

(41,083)

(573,068)

(643,842)



                

                

                

                

5.            Segmental information (continued)

 

By Business Segment

 

Carrying value of segment assets

Additions to non-current assets and intangibles

Total liabilities

 

 

 

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012


£

£

£

£

£

£

Coal

4,466,804

4,251,645

267,946

1,348,908

251,044

315,026

Uranium

4,554,506

6,491,399

22,492

58,610

722,741

1,046,587

Other

326,262

747,525

-

-

37,595

34,354


                

                

                

                

                

                


9,347,572

11,490,569

290,438

1,407,518

1,011,380

1,395,967


                

                

                

                

                

                

By Geographical Area








£

£

£

£

£

£

Africa (Tanzania)

9,021,310

10,743,044

290,438

1,407,518

973,785

1,361,613

Europe

326,262

747,525

-

-

37,595

34,354


                

                

                

                

                

                


9,347,572

11,490,569

290,438

1,407,518

1,011,380

1,395,967


                

                

                

                

                

                

 

6.            Administrative expenses


2013

2012


£

£




Staff costs

288,033

224,410

Other expenses

350,835

374,005


                

                


638,868

598,415

Share based payment charge

39,797

45,437


                

                


678,665

643,852


                

                




7.            Auditors' remuneration

 


2013

2012


£

£

Fees payable to the Company's auditor for the audit of the parent company and consolidated accounts

 

15,000

 

20,000


                 

                 

8.            Employees

 


2013

2012


                £

                £




Wages and salaries

258,609

207,500

Social security costs

29,424

16,910

Share based payment charge

39,797

39,999


                

                


327,830

264,409


                

                

 

8.            Employees (continued)

 

 

The average number of employees and directors during the year was as follows:

 


2013

2012




Administration

 9         

11  


                

                

9.            Directors' remuneration


2013

2012


                £

                £




Emoluments

258,609

207,500

Share based payment charge

39,797

39,999


                

                


298,406

247,499

 

The highest paid director received remuneration of £65,000 (2012: £62,500).

 

                

                

Directors' interest in outstanding share options per director is disclosed in the directors' report.

10.          Finance income

 


2013

2012


                £

                £




Interest income on short-term bank deposits

9

10


                

                




11.          Income tax expense

 


2013

2012


£

£




Current tax:



Current tax on loss for the year

-

-


                  

                  

Total current tax

-

-

Deferred tax



On impairment on intangible assets

284,111

-


                  

                  

Tax charge for the year

284,111

-


                  

                

 

 

No corporation tax charge arises in respect of the year due to the trading losses incurred.  The Group has Corporation Tax losses available to be carried forward and used against trading profits arising in future periods of £2,548,323 (2012: £2,050,009).

 

A deferred tax asset of £507,666 (2012: £406,096) calculated at 20% (2012: 20%)  has not been recognised in respect of the tax losses carried forward due to the uncertainty that profits will arise against which the losses can be offset.

 

11.          Income tax expense (continued)

 

The tax assessed for the year differs from the standard rate of corporation tax in the UK as follows:

 


2013

2012


£

£




Loss on ordinary activities before tax

(2,366,150)

(643,842)


                  

                  

Expected tax credit at standard rate of Corporation Tax



20% (2012: 20%)

(473,230)

(128,768)

Disallowable expenditure

372,901

9,341

Depreciation in excess of capital allowances

666

888

Other adjustments

-

-

Tax losses carried forward

99,663

118,539


                  

                  

Tax charge for the year

-

-


                  

                




12.          Earnings per share

 

The basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares in issue.

 

The loss attributable to equity shareholders and weighted average number of ordinary shares for the purposes of calculating diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share. This is because the exercise of warrants would have the effect of reducing the loss per ordinary share and is therefore anti-dilutive.

 

 


2013

2012


£

£

Net loss for the year attributable to ordinary shareholders

(2,082,039)

(643,488)


                   

                   




Weighted average number of shares in issue

4,670,657,112

4,380,642,635


                        

                        




Basic and diluted loss per share

(0.05p)

(0.01p)


                   

                   

 

 

 

 

 

 

 

 

 

 

 

13.          Property, plant and equipment

 

Plant and machinery

Fixtures, fittings and equipment

Motor vehicles

Total

£

£

£

£





7,471

4,153

16,691

28,315

-

2,042

62,246

64,288

                   

                   

                   

                   

7,471

6,195

78,937

92,603

                   

                   

                   

                   









2,801

1,558

6,194

10,553

1,168

1,020

11,624

13,812

-

10

181

191

                   

                   

                   

                   

3,969

2,588

17,999

24,556

                   

                   

                   

                   





3,502

3,607

60,938

68,047

                   

                   

                   

                   

 

 

 

 

Plant and machinery

Fixtures, fittings and equipment

Motor vehicles

Total


£

£

£

£

Cost





As at 1 January 2013

7,471

6,195

78,937

92,603

Additions

-

550

-

550

Foreign exchange adjustment

-

(94)

(2,081)

(2,175)


                   

                   

                   

                   

As at 31 December 2013

7,471

6,651

76,856

90,978


                   

                   

                   

                   






Depreciation





As at 1 January 2013

3,969

2,588

17,999

24,556

Charge for the year

876

483

10,895

12,254

Impairment in the year

-

2,235

14,915

17,150

Foreign exchange adjustment

-

(118)

(1,402)

(1,520)


                   

                   

                   

                   

As at 31 December 2013

4,845

5,188

42,407

52,440


                   

                   

                   

                   

Net book value





As at 31 December 2013

2,626

1,463

34,449

38,538


                   

                  

                   

                   

 

 

 

 

 





 

 

 





14.          Intangible assets


Evaluation and Exploration Assets




Javan

Tanzanian




Licenses

Licences

Goodwill

Total



£

£

£

Cost or valuation





As at 1 January 2012

36,536

8,144,976

1,309,631

9,491,143

Additions

-

1,370,387

-

1,370,387

Foreign exchange adjustment

-

(388,405)

(56,762)

(445,167)


                

                    

                    

                    

 

At 31 December 2012

36,536

9,126,958

1,252,869

10,416,363


                

                    

                    

                    

Accumulated amortisation and impairment





As at 1 January 2012 and 31 December 2012

36,536

 -

 

-

36,536


                 

                     

                      

                    

Net book value





As at 31 December 2012

-

9,126,958

1,252,869

10,379,827


               

                    

                     

                    

 

 





 


Evaluation and Exploration Assets




Javan

Tanzanian




Licenses

Licences

Goodwill

Total


£

£

£

£

Cost or valuation





As at 1 January 2013

36,536

9,126,958

1,252,869

10,416,363

Additions

-

289,889

-

289,889

Foreign exchange adjustment

-

(135,021)

(18,352)

(153,373)

Written off

(36,536)

-

-

(36,536)


                

                    

                    

                            

 

At 31 December 2013

36,536

9,281,826

1,234,517

10,516,343


                

                    

                     

                            

Accumulated amortisation and impairment





As at 1 January 2013

(36,536)  

 -

-

(36,536)  

Written off

36,536  

(1,687,494)

-

(1,650,958)


                    

                    

                     

                            


(1,687,494)

-

(1,687,494)


                    

                    

                     

                            

Net book value





As at 31 December 2013

-

7,594,332

1,234,517

8,828,849


                    

                    

                     

                            

 

 

 

 

 

 

 

14.          Intangible assets (continued)

 

Tanzanian Licences and Goodwill

The Tanzanian licenses initially comprised six prospecting licences acquired on the acquisition of Edenville International (Tanzania) Limited in 2010. The Licenses covered 598km2 in Tanzania, located in a region displaying viable prospects for both uranium and coal and occur in a country where the government's policy for development of the mineral sector aims at attracting and enabling the private sector to take the lead in exploration mining, development, mineral beneficiation and marketing. The value of the assets obtained on acquisition represents the fair value of the consideration paid to the vendors. The area covered by these original 6 licences has since decreased as the licence renewal process has focused on smaller areas with the best drill results.

 

Edenville International (Tanzania) Limited has since acquired additional licences. At the year end a total of eight licences were held. The group has two CGUs: coal and uranium, as disclosed in note 5 segmental information, which are relevant for the purposes of evaluating licences and goodwill. Goodwill arose as a result of the valuation placed on the six Tanzanian licences acquired on the acquisition of Edenville (Tanzania) Limited. The allocation of the Goodwill was based on the valuation of the Group's licences.

 

In 2013 a programme of geographical mapping was completed over four  licences held by the Group. The mapping identified that the licence areas comprised predominantly of volcanic rocks covering large portions of two of the licence areas. In the other two licence areas cretaceous sandstone/siltstone sequences  were mapped. These volcanic rocks and cretaceous sandstone/slitsone sequences are not hosts to coal measures in East Africa and no Karoo age coal measures were seen in any of the licence areas mapped.

 

Due to the absence of coal bearing sediments in the four licences the board has proposed to relinquish these licences and therefore have written off the exploration expenditure of £1,687,494 incurred to date on these four licences.

 

The Directors have considered the status of the remaining projects at the year end and do not consider there are any facts or circumstances that would require an impairment review to be performed.

 

15.          Equity investments - available for sale


2013

2012


£

£

Fair value



As at 1 January

446,428

     446,428

Written off

(446,428)

-


                 

                 


-

446,428


                 

                 

Impairment



As at 1 January

(446,428)

(446,428)

Written off

446,428

-


                 

                 

As at 31 December

-

(446,428)


                 

                 

Net Book Value



As at 31 December

-

-


                 

                 




On 13 March 2009, the Company entered into a collaboration and option agreement on a group of emerald mining licences in Tanzania, Africa, with Obtala Resouces Plc ("Obtala") and Obtala's subsidiary Mindex Invest Limited ("Mindex"). 

 

 

 

 

15.          Equity investments - available for sale (continued)

 

 

The Company's focus is now on coal exploration and mining and the directors therefore consider it appropriate to impair the cost of these emerald mining licences, as the company does not intend to develop these assets.  As at 31 December 2012, the Directors deemed this investment to be permanently impaired.

 

16.          Trade and other receivables

 


2013

2012


£

£




Receivables

1,077

1,110

VAT receivable

165,386

253,847

Prepayments

9,814

3,666


                

                





176,277

258,623


                

                




 

There was no provision for impairment of receivables at 31 December 2013 (2012: £nil).

 

17.          Cash and cash equivalents

 

Cash and cash equivalents include the following for the purposes of the cash flow statement:


2013

2012


£

£




Cash at bank and in hand

303,908

784,072


                

                




The major non-cash transactions in the year relate to the share based payment expense detailed in note 23.

 

 

18.          Trade and other payables

 


2013

2012


£

£




Trade and other payables

11,648

97,020

Accruals and deferred income

69,565

67,547


                

                


81,213

164,567


                

                




19.          Deferred Taxation

 

A deferred tax liability of £930,167 (2012: £1,231,400) calculated at 30% (2012: 30%) has been provided in respect of the potential tax liability arising on licenses acquired on the acquisition of Edenville International (Tanzania) Limited. The deferred tax liability relate to a fair value adjustment made to the original six Tanzanian prospecting licences. During the year, one of these six licences was impaired resulting in the fair value adjustment relating to this licence being written off. As a consequence the deferred tax liability was reduced by £284,111.

 

19.          Deferred Taxation (continued)

 


2013

2012


£

£







Provision brought forward

1,231,400

1,288,162

Foreign exchange movement

(17,122)

(56,762)

Released in the year

(284,111)

-


                 

                 

Provision carried forward

930,167

1,231,400

 

 

                 

                 

20.          Called-up share capital





2013

2012


No

No




Issued and fully paid



Ordinary shares of 0.02p each

4,841,683,110

4,571,216,405

Deferred shares of 0.08p each

64,179,932

64,179,932


                          

                          


4,905,863,042

4,635,396,337

 

 

                          

                          

 


2013

2012


£

£

Issued and fully paid



Ordinary shares of 0.02p each

968,336

914,244

Deferred shares of 0.08p each

51,344

51,344


                          

                          


1,019,680

965,588

 

 

                          

                          

On 19 April 2013 the company issued 53,000,000 new ordinary shares of 0.02p each  for a consideration of 0.186p per share.

 

On 17 September 2013 the company issued 217,466,705 new ordinary shares of 0.02p each for a consideration of 0.186p per share. Of the shares issued 7,397,313 were issued in settlement for services provided to the company.

 

The rights attaching to the deferred shares are as follows:

 

(a)           no dividend or other distribution shall be paid or made in respect of the deferred shares;

 

(b)           the holders of deferred shares shall not be entitled to receive notice of, or to attend and vote at any general meeting of the Company;

 

(c)           on a return of capital, whether on a winding-up or otherwise, the holders of deferred shares shall be entitled to receive only the amount credited as paid up on each share, but only after the holders of each ordinary share have received the amount paid up or credited as paid up on each share, together with a payment of £10,000 per share;

 

 

 

20.          Called-up share capital (continued)

 

 

(d)           the Company may transfer the shares without making any payment to the holders thereof, to such persons as the Company may determine, and acquire the same in accordance with the provisions of the Companies Acts at a price of 0.08p each.

 

 

21.          Capital and reserves attributable to shareholders

2013

2012


£

£




Share capital

1,019,680

965,588

Share premium

12,286,868

11,913,686

Other reserves

(760,587)

(330,343)

Retained deficit

(4,224,915)

(2,474,073)


________

________

Total equity

8,321,046

10,074,858


                

                




There have been no significant changes to the Group's capital management objectives or what is considered to be capital during the year.

 

22.          Capital management policy   

 

The Group's policy on capital management is to maintain a low level of gearing. The group funds its operation through equity funding.

 

The Group defines the capital it manages as equity shareholders' funds less cash and cash equivalents.

 

The Group objectives when managing its capital are:

 

·     To safeguard the group's ability to continue as a going concern.

·     To provide adequate resources to fund its exploration activities with a view to providing returns to its investors.

·     To maintain sufficient financial resources to mitigate against risk and unforeseen events.

 

 

The group's cash reserves are reported to the board and closely monitored against the planned work program and annual budget. Where additional cash resources are required the following factors are taken into account:

 

·     the size and nature of the requirement.

·     preferred sources of finance.

·     market conditions.

·     opportunities to collaborate with third parties to reduce the cash requirement.

 

 

 

 

 

 

 

 

 

23.          Financial instruments

 

The Board of Directors determine, as required, the degree to which it is appropriate to use financial instruments to mitigate risk with the main risk affecting such instruments being foreign exchange risk, which is discussed below.

 

Categories of financial instruments

2013


2012

 


£


£

 

Financial assets




 





 

Receivables at amortised cost including cash and cash equivalents:




 

Cash and cash equivalents

303,908


784,072

 

Trade and other receivables

176,277


258,623


Total

480,185


1,042,695

 





 

Financial liabilities




 

Financial liabilities at amortised cost:




 

Trade and other payables

81,213


164,567






 

Net

398,972


878,128

 

 

Cash and cash equivalents

 

This comprises cash held by the Group and short-term deposits. The carrying amount of these assets approximates to their fair value.

General risk management principles

The Directors have an overall responsibility for the establishment of the Group's risk management framework. A formal risk assessment and management framework for assessing, monitoring and managing the strategic, operational and financial risks of the Group is in place to ensure appropriate risk management of its operations.

The following represent the key financial risks that the Group faces:

 

Interest rate risk

The Group is not exposed to significant interest rate risks as it does not have any interest bearing liabilities and its only interest-bearing asset is cash invested on a short-term basiswhich attracts interest at the bank's variable interest rate.

Credit risk

Credit risk arises principally from the Group's trade receivables and investments in cash deposits. It is the risk that the counterparty fails to discharge its obligation in respect of the instrument.

 

 

 

 

 

 

 

23.          Financial instruments (continued)

The Group holds its cash balances with reputable financial institutions with strong credit ratings. There were no amounts past due at the balance sheet date.

The maximum exposure to credit risk in respect of the above at 31 December 2013 is the carrying value of financial assets recorded in the financial statements.

 

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they fall due.

Liquidity risk is managed through an assessment of short, medium and long-term cash flow forecasts to ensure the adequacy of working capital.

 

The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances to meet expected requirements for a period of one year.

 

Currency Risk

 

The Group is exposed to currency risk as the assets of its subsidiaries are denominated in US Dollars. The Group's policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency (primarily US Dollars) with cash. The Company transfers amounts in sterling or US dollars to its subsidiaries to fund its operations. Where this is not possible the parent company settles the liability on behalf of its subsidiaries and will therefore be exposed to currency risk.

 

The Group has no formal policy is respect of foreign exchange risk; however, it reviews its currency exposure on a regular basis. Currency exposures relating to monetary assets held by foreign operations are included in the Group's income statement. The Group also manages its currency exposure by retaining the majority of its cash balances in sterling, being a relatively stable currency.

 

The effect of a 10% rise or fall in the US dollar/Sterling exchange rate would result in an increase or decrease in the net assets of the group of £680,295.

 

Fair value of financial assets and liabilities

 

Fair value is the amount at which a financial instrument could be exchanged in an arm's length transaction between informed and willing parties, other than a forced or liquidation sale and excludes accrued interest. Where available, market values have been used to determine fair values. Where market values are not available, fair values have been calculated by discounting expected cash flows at prevailing interest rates and by applying year end exchange rates.

 

The Directors consider that there is no significant difference between the book value and fair value of the Group's financial assets and liabilities.

 

 

 

 

 

 

 

 

 

 

24.          Equity-settled share-based payments

 

The following options  over ordinary shares have been granted by the Company:

 

Date                                       Exercise price                                      Exercise period                                  Number of options/warrants

 

29 March 2010                    0.87p                                                     10 Years                                                  44,827,587

21 February 2011               1.80p                                                     9 Years                                                    35,000,000

21 October 2013                 0.25p                                                     9 Years                                                  226,586,603

 

The options granted on 29 March 2010 and 21 February 2011 were cancelled and replaced by those granted on 21 October 2013.

 

At the date of grant, the options were valued using the Black-Scholes option pricing model. The fair value per option granted and the assumptions used in the calculation were as follows:

 

The options granted on 21 October 2013 are exercisable from 21 October 2014. The options are valid for a period of 10 years from the date of grant. There are no vesting conditions.

 

Date of grant



21.10.13

Expected volatility



85%

Expected life



4 years

Risk-free interest rate



1.23%

Fair value per option



0.09p

 

The charge to the income statement for share based payments for the year ended 31 December 2013 was £39,797 (2012: £45,437).

 

Movements in the number of options and warrants outstanding and their related weighted average exercise prices are as follows:

 


2013

2012


Number of options

Weighted average exercise price per share

pence

 

Number of options

Weighted average exercise price per share

pence

At 1 January

79,827,587

1.28

204,827,587

0.51

Granted

226,586,603

0.25

-

-

Exercised

-

-

(125,000,000)

0.02

Cancelled

(79,827,587)

(1.28)

-

-


                          

                          

                     

                          

At 31 December

226,586,603

0.25

79,827,587

1.28


                          

                          

                    

                          

 

The average volatility is used in determining the share based payment expense to be recognised in the year. This was calculated by reference to the standard deviation of the Company share price. All of the above options are equity settled.

 

The weighted average remaining contractual life of options as at 31 December 2013 was 9.81 years (2012: 7.6 years)

 

 

 

 

25.          Reserves

 

The following describes the nature and purpose of each reserve:

 

Share Capital

represents the nominal value of equity shares

Share Premium

amount subscribed for share capital in excess of the nominal value

Share Option Reserve

fair value of the employee equity settled share option scheme as accrued at the balance sheet date.

Foreign Currency Translation Reserve

gains/losses arising on retranslating the net assets of overseas operations into pounds sterling

Retained Earnings

Cumulative net gains and losses less distributions made

 

26.          Related party transactions

 

During the year ended 31 December 2013, the Group paid £65,000 (2012: £62,500) to Adler Shine LLP for the services of Rakesh Patel, director.  Rakesh Patel is a partner in Adler Shine LLP.  The Group also paid £18,303 (2012: £23,354) to Adler Shine LLP for accounting services provided in the year and £nil (2012: £20,000) for assistance in the share placing in January 2012.

 

At the year end the Group owed the director, Simon Rollason £2,439 (2012: £2,523). During the year the Group paid £Nil (2012: £20,000) to Simon Rollason for assistance in the share placing in January 2012.

 

During the year the Directors, Rufus Short, Sally Schofield and Rakesh Patel were each paid £15,000 in respect of the share issues.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling activities of the Group, and are all directors of the company. For details of their compensation please refer to the Remuneration report.

 




27.          Events after the reporting date

 

Subsequent to the year end, Edenville Plc completed a placing of 1,428,571,428 new ordinary shares at a price of 0.07p, raising gross proceeds of £1m.

 

28.          Ultimate Controlling Party

 

The Group considers that there is no ultimate controlling party.

 


report of the independent auditors to the members of edenville energy plc

year ended 31 december 2013

 

We have audited the parent company financial statements of Edenville Energy Plc for the year ended 31 December 2013 which comprise the company Statement of Financial Position, company Statement of Changes in Equity, company Cash Flow Statement and 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 and as applied in accordance with the provisions of the Companies Act 2006.

 

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 auditors' 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 page 15, the Directors are responsible for the preparation of the parent company 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 parent company 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

 

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Parent Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent misstatements or inconsistencies we consider the implications for our report.

 

Opinion on financial statements

 

In our opinion the parent company financial statements:

 

·     give a true and fair view of the state of the  Company's affairs as at 31 December 2013;

·     have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and

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

 

 

 

 

 

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

·     the parent company financial statements 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.

 

 

Other matters

We have reported separately on the group financial statements of Edenville Energy Plc for the year ended 31 December 2013.

 

 

 

 

 

 

 

Simon Mott-Cowan (Senior Statutory Auditor)

for and on behalf of H W Fisher & Company

Chartered Accountants

Statutory Auditor

Acre House

11-15 William Road

London

NW1 3ER

United Kingdom

 

 


COMPANY STATEMENT OF FINANCIAL POSITION

as at 31 december 2013

 



2013

2012


Note

                £

                £

Non current assets




Intangible  assets

4

-

-

Investment in subsidiaries

5

10,483,337

10,164,907

Equity investments - available for sale

6

-

-

Property, plant & equipment

7

9,991

13,321



                   

                   



10,493,328

10,178,228



                   

                   





Current assets




Trade and other receivables

8

23,376

5,985

Cash and cash equivalents

9

302,882

741,541



                   

                   







326,258

747,526



                   

                   





Current liabilities




Trade and other payables

10

37,592

34,354



                   

                   





Current assets less current liabilities


288,666

713,172



                   

                   





Total assets less current liabilities and net assets


10,781,994

10,891,400



                   

                   









Equity




Called-up share capital

11

1,019,680

965,588

Share premium account


12,286,868

11,913,686

Share option reserve


39,797

326,984

Profit and loss account


(2,564,351)

(2,314,858)



                   

                   





Total equity


10,781,994

10,891,400



                   

                   





 

The financial statements were approved by the board of directors and authorised for issue on l 2014 and signed on its behalf by:

 

 

 

 

S. Schofield

Director

 

company statement of changes in equity

year ended 31 december 2013

 


 

Share Capital

 

Share Premium

Retained Earnings Account

Share

Option Reserve

 

 

Total


£

£

£

£

£







At 1 January 2012

740,588

9,707,686

(1,750,150)

289,907

8,988,031







Issue of share capital

200,000

2,300,000

-

-

2,500,000

Cost of issue

-

(94,000)

-

-

(94,000)

Exercise of warrants

25,000

-

8,360

(8,360)

25,000

Share based payment charge

-

-

-

45,437

45,437

Total comprehensive loss for the year

-

-

(573,068)

-

(573,068)


                   

                   

                   

                  

                   







At 31 December 2012

965,588

11,913,686

(2,314,858)

326,984

10,891,400







Issue of share capital

54,092

456,536

-

-

510,628

Cost of issue


(83,354)

-

-

(83,354)

Share based payment charge

-

-

-

39,797

39,797

Cancellation of share options

-

-

326,984

(326,984)

-

Total comprehensive loss for the year

-

-

(576,477)

-

(576,477)


                   

                   

                   

                  

                   

 

At 31 December 2013

1,019,680

12,286,868

(2,564,351)

39,797

10,781,994


                   

                   

                         

                         

                       

 


COMPANY cash flow statement

year ended 31 december 2013

 



Year ended     31 December

Year ended     31 December


Note

2013

2012



£

£

Cash flows from operating activities




Operating loss


(576,486)

(573,078)

Depreciation


3,330

4,441

Share based payments


39,797

45,437

(Increase)/decrease in trade and other receivables


(17,391)

(212)

Increase/(decrease)  in trade and other payables


3,238

(3,110)



                 

                 

Net cash outflow from operating activities


(547,512)

(526,522)





Cash flows from investing activities




Finance income


9

10



                 

                 





Net cash inflow from investing activities


9

10





Cash flows from financing activities




Proceeds from issue of ordinary shares

Investment in subsidiary


510,628

(318,430)

2,525,000

                           (1,674,437)

Share issue costs


(83,354)

(94,000)



                 

                 

Net cash inflow from financing activities


108,844

756,563



                 

                 

Net (decrease)/increase in cash and cash equivalents


(438,659)

230,051





Cash and cash equivalents at beginning of year


741,541

511,490



                 

                 





Cash and cash equivalents at end of year

          9

302,882

741,541



                 

                 





 

 

 

 


NOTES TO THE COMPANY'S FINANCIAL STATEMENTS

for the year ended 31 december 2013

 

1.            Accounting policies

 

Basic of preparation of company financial statements

 

The Company financial statements are prepared under the historical cost convention, as modified by the revaluation of available for sale investments, and in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, IFRC interpretations and the parts of the Companies Act 2006 applicable to companies reporting under IFRS.  The Company has elected to take the exemption under section 408 of the Companies Act 2006 from presenting the Parent Company Income Statement.  The loss after tax for the Parent Company for the year was £576,477 (2012: £573,068).

 

Standards and interpretations in issue but not yet effective or not yet relevant

At the date of authorisation of these financial statements the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:

 

 



Effective date (period beginning on or after)

IFRS 2,3,8, 16,24,36

Amendments resulting from Annual Improvements 2010-2012 Cycle

1 July 2014

IFRS 3,13, IAS 40

Amendments resulting from Annual Improvements 2011-2013 Cycle

1 July 2014

IFRS 7

Deferral of mandatory effective date of IFRS 9 and amendments to transition disclosures

1 January 2015

IFRS 9

Deferral of mandatory effective date of IFRS 9 and amendments to transition disclosures

1 January 2015

IFRS 10

Amendments for investment entities

1 January 2014

IFRS 12

Amendments for investment entities

1 January 2014

IAS 19

Employee Benefits - Amended to clarify the requirements that relate to how contributions from employees or third parties that re linked to service should be attributed to periods of service

1 July 2014

IAS 27

Amendments for investment entities

1 January 2014

IAS 32

Financial Instruments: Presentation - Amendments  to application guidance on the offsetting of financial assets and financial liabilities

1 January 2014

IAS 39

Financial Instruments: Recognition and Measurement- Amendments for novation of derivatives

1 January 2014

IFRIC 21

Levies

1 January 2014

 

The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the Company's financial statements.

 

 

 

 

 

 

 

 

 

 

1.            Accounting policies (continued)

 

Share based payments

 

The Company operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee services received in exchange for the grant of options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

 

·     including any market performance conditions;

·     excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and

·     excluding the impact of any non-vesting conditions (for example, the requirement of employees to save).

 

Assumptions about the number of options that are expected to vest include consideration of non-market vesting conditions. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

 

When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

 

Segmental reporting

 

The Company does not have separately identifiable business or geographical segments which are material to disclose.

 

Revenue recognition

 

Revenue from the sale of energy commodities is recognised upon delivery of goods to the customers. Interest income is recognised on a proportional basis taking into account the effective interest rates applicable to the financial assets.

 

All revenue is stated net of the amount of sales tax. Currently the Company does not generate any revenue

 

Presentational and functional currency

 

This financial information is presented in pounds sterling, which is the Company's functional currency.

 

Financial assets

 

Financial assets comprise investments, cash and cash equivalents and receivables. Unless otherwise indicated, the carrying amounts of the Company's financial assets are a reasonable approximation of their fair values.

 

 

 

 

 

 

 

 

 

 

 

1.            Accounting policies (continued)

 

Equity investments available for sale

 

Equity investments available for sale are non-derivatives that are either designated in this category or not classified in any of the other categories.  Equity investments available for sale do not have a quoted market price in an active market.  They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.  Investments are initially classified at fair value. Gains and losses arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired. The Company assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired.  If any such evidence exists the cumulative loss, measured as the difference between the acquisition cost and the current fair value, less any impairment loss previously recognised in statement of comprehensive income, is removed from equity and recognised in the statement of comprehensive income.

 

Where the fair value cannot be reliable measured as a result of a lack of an active market and/or reliable estimates could not be made the equity investments are measured at cost.

Trade and other receivables

 

Provision for impairment of trade receivables is made when there is objective evidence that the Company will not be able to collect all amounts due to it in accordance with the original terms of those receivables.  The amount of the write-down is the difference between the receivables carrying amount and the present value of the estimated future cash flows.

 

An assessment for impairment is undertaken at least annually.

 

Cash and cash equivalents

 

Cash and cash equivalents comprise cash at bank and in hand, demand deposits and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to insignificant risk of changes in value.

 

Property, plant and equipment

Property, plant and equipment are stated at cost on acquisition less accumulated depreciation and accumulated impairment losses.

 

Depreciation is provided on all property, plant and equipment categories at rates calculated to write off the cost, less estimated residual value on a reducing balance basis over their expected useful economic life. The depreciation rates are as follows:

 


Basis of depreciation



Fixtures and fittings

25% reducing balance

Office equipment

25% reducing balance

Motor vehicles

25% reducing balance

 

Costs capitalised include the purchase price of an asset and any costs directly attributable to bringing it into working condition for its intended use.

 

Financial liabilities

 

Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.  Financial liabilities comprise only trade and other payables.

 

 

 

 

1.            Accounting policies (continued)

 

 

All financial liabilities are recorded at amortised cost, using the effective interest method, with interest-related charges being recognised as an expense under finance costs in the Income Statement.

 

A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged, is cancelled, or expires.

 

Finance costs

 

Finance costs of debt, including premiums payable on settlement and direct issue costs are charged to the income statement on an accruals basis over the term of the instrument, using the effective interest method.

 

The taxation charge represents the sum of current tax and deferred tax.

 

Income taxation

 

The tax currently payable is based on the taxable profit for the period using the tax rates that have been enacted or substantially enacted by the balance sheet date. Taxable profit differs from the net  profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

 

Deferred taxation

 

Deferred tax is recognised, using the liability method, in respect of temporary differences between the carrying amount of the Company's assets and liabilities and their tax base. Deferred tax liabilities are offset against deferred tax assets within the same taxable entity. Any remaining deferred tax asset is recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxable profits in the foreseeable future against which the deductible temporary difference can be utilised. Deferred tax is determined using tax rates that are expected to apply in the periods in which the asset is realised or liability settled, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is recognised in the income statement, except when the tax relates to items charged or credited directly in equity, in which case the tax is also recognised in equity.

 

Share capital

 

Ordinary shares are classified as equity.  Incremental costs directly attributable to the issue of new shares or options are shown in equity as deduction, net of tax, from the proceeds.

 

Exploration and evaluation assets

 

Capitalisation

 

Certain costs (other than payments to acquire the legal right to explore and costs which are directly attributable to those payments) incurred prior to acquiring the rights to explore are charged directly to the income statement. All costs incurred after the rights to explore an area have been obtained, such as geological and geophysical costs and other direct costs of exploration and appraisal are accumulated and capitalised as intangible exploration and evaluation ("E&E") assets. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the areas or where activities in the areas have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves. 

 

E&E costs are not amortised prior to the conclusion of appraisal activities.

 

 

1.            Accounting policies (continued)

 

At completion of appraisal activities, if technical feasibility is demonstrated and commercial reserves are discovered, then, following development sanction, the carrying value of the relevant E&E asset will be reclassified as a development and production ("D&P") asset, but only after the carrying value of the relevant E&E asset has been assessed for impairment, and where appropriate, its carrying value adjusted. If after completion of appraisal activities in the area, it is not possible to determine technical feasibility and commercial viability or if the legal right to explore expires or if the Company decides not to continue exploration and evaluation activity, then the costs of such unsuccessful exploration and evaluation are written off to the income statement in the period the relevant events occur.

Impairment

 

If and when facts and circumstances indicate that the carrying value of an E&E asset may exceed its recoverable amount an impairment review is performed.

 

For E&E assets when there are such indications, an impairment test is carried out by grouping the E&E assets with the D&P assets belonging to the same geographic segment to form the Cash Generating Unit ("CGU") for impairment testing. The equivalent combined carrying value of the CGU is compared against the CGU's recoverable amount and any resulting impairment loss is written off to the income statement. The recoverable amount of the CGU is determined as the higher of its fair value less costs to sell and its value in use.

 

Investment in subsidiaries

 

Fixed asset investments in subsidiary undertakings held by the company (see note 5) are shown at cost less provision for impairment. The cost of acquisition includes directly attributable professional fees and other expenses connected with the acquisition. In addition, investment in subsidiaries includes long term loans made to the subsidiaries where recovery of the loan is not probable.

 

Impairment

 

The carrying amounts of non-current assets are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable. If there are indicators of impairment, an exercise is undertaken to determine whether the carrying values are in excess of their recoverable amount. Such a review is undertaken on an asset by asset basis, except where such assets do not generate cash flows independent of other assets, in which case the review is undertaken at the cash generating unit level.

 

If the carrying amount of an asset or its cash generating unit exceeds the recoverable amount, a provision is recorded to reflect the asset or cash generating unit at the lower amount.

 

Going concern

 

During the year the Company raised approximately £427,274 net of expenses through a placing and, at 31 December 2013, the Group had cash balances totalling £303,908.

 

These funds along with the post year end equity financing facility as detailed in the subsequent events note are sufficient for the Group to operate without the requirement to raise further capital in the foreseeable future.

Accordingly the financial statements have been prepared on a going concern basis. The Company intends to operate within its cash resources.


2.            Critical accounting estimates and areas of judgement

 

The Company makes estimates and assumptions concerning the future, which by definition will seldom result in actual results that match the accounting estimate. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are those in relation to:

 

·     the impairment of intangible exploration and evaluation assets;

·     Investments

·     Share based payments

 

Impairment of intangible exploration and evaluation assets.

 

The Company is required to perform an impairment review, for each CGU to which the asset relates, when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. The recoverable amount is based upon the Directors' judgements and is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development and future profitable production or proceeds from the disposal until the technical feasibility and commercial viability of extracting a mineral resource becomes demonstrable, at which point the value is estimated based upon the present value of the discounted future cash flows.

 

The outcome of ongoing exploration and evaluation, and therefore whether the carrying value of exploration and evaluation assets will ultimately be recovered, is inherently uncertain.  The directors have assessed the value of exploration and evaluation expenditure carried as intangible assets.  In their opinion there has been no impairment loss to intangible exploration and evaluation assets in the period.

 

Investments

The company performs an impairment review on its subsidiary undertakings as a group. The company's main subsidiary is Edenville (Tanzania) Limited who hold various mining licences in Tanzania. As such, the carrying amount of the investments is assessed on the same basis as that of exploration and evaluation assets described above.

 

Share based payments

 

The estimate of share based payments costs requires management to select an appropriate valuation model and make decisions about various inputs into the model including the volatility of its own share price, the probable life of the options and the risk free interest rate.

 

3.            Staff costs

 

 


2013

2012


                £

                £




Wages and salaries

258,609

207,500

Social security costs

29,424

16,910

Share based payment charge

39,797

39,999


                

                


327,830

264,409


                

                

 

  

 

3.            Staff costs (continued)

 

 

The average number of employees and directors during the year was as follows:

 


2013

2012

Administration

 5          

4  


                

                

Directors' remuneration

 

The aggregate directors' emoluments, including compensation for loss of office, in the year were:

 




Emoluments

258,609

207,500

Share based payments

39,797

39,999


                

                


298,406

247,499


                

                

 

               

The highest paid director received remuneration of £65,000 (2012: £62,500).

 

Directors' interest in outstanding share options per director is disclosed in the directors' report.

 

4.            Intangible exploration and evaluation assets

 


2013

2012


£

£

Cost



As at 1 January

         36,536

         36,536

Written off

(36,536)

-


                 

                 


-

36,536


                 

                 

Impairment



As at 1 January

(36,536)

(36,536)

Written off

36,536

-


                 

                 

As at 31 December

-

(36,536)


                 

                 

Net Book Value



As at 31 December

-

-


                 

                 




Licences

On 27 May 2009, the Company signed an option agreement with Javan Investments Company Limited, a private Tanzanian registered company for two prospecting licences in Tanzania. Under the terms of the option agreement, the Company acquired an initial 25% interest in both licences for a consideration of US$15,000 per licence.  In the opinion of the Directors these licences should be fully impaired in line with IAS 36 and IFRS 6 as at 31 December 2012. On the basis that the licences expired on 18 March 2012, three years after the date of grant and have not been renewed by the company and have therefore been written off in the year.

 

 

5.            Investment in subsidiaries

 

 


Shares in

Loans to

            Total


subsidiaries

subsidiaries

2013

2012

Company



£

£

Fair value





At 1 January

7,033,558

3,131,349

10,164,907

8,490,470

Additions

               -   

   318,430

    318,430

1,674,437


_________

_________

_________

_________

At 31 December

7,033,558

3,449,779

10,483,337

10,164,907


                   

                   

                   

                   

Accumulated impairment





As at 1 January

-

-

-

-

Impairment

-

-

-

-


_________

_________

_________

_________


-

-

-

-


                   

                   

                   

                   






Net Book Value





As at 31 December

7,033,558

3,449,779

10,483,337

10,164,907


                   

                   

                   

                   

 

Investment in subsidiaries relates to the acquisition of Edenville International (Seychelles) Limited and its subsidiary Edenville International (Tanzania) Limited which holds prospecting licenses. The Tanzanian licenses initially comprised six prospecting licences acquired on the acquisition of Edenville International (Tanzania) Limited in 2010. The Licenses covered 598km2 in Tanzania, located in a region displaying viable prospects for both uranium and coal and occur in a country where the government's policy for development of the mineral sector aims at attracting and enabling the private sector to take the lead in exploration mining, development, mineral beneficiation and marketing. The value of the assets obtained on acquisition represents the fair value of the consideration paid to the vendors. The area covered by these original 6 licences has since decreased as the licence renewal process has focused on smaller areas with the best drill results.

 

Edenville International (Tanzania) Limited has since acquired additional licences. At the year end a total of eight licences were held. The group has two CGUs: coal and uranium, as disclosed in note 5 to the group financial statements, which are relevant for the purposes of evaluating licences and hence investment in subsidiaries.

 

 

In 2013 a programme of geographical mapping was completed over four  licences held by the Group. The mapping identified that the licence areas comprised predominantly of volcanic rocks covering large portions of two of the licence areas. In the other two licence areas cretaceous sandstone/siltstone sequences  were mapped. These volcanic rocks and cretaceous sandstone/slitsone sequences are not hosts to coal measures in East Africa and no Karoo age coal measures were seen in any of the licence areas mapped.

 

Due to the absence of coal bearing sediments in the four licences the board has proposed to relinquish these licences and therefore have written off the exploration expenditure of £1,687,494 incurred to date on these four licences.

 

The Directors have considered the status of the remaining projects at the year end and do not consider there are any facts or circumstances that would require an impairment review to be performed on the investments held.

  

 

5.            Investment in subsidiaries (continued)

 

Holdings of more than 20%:

 

The Company holds more than 20% of the share capital of the following companies:

 

Subsidiary undertaking

Country of incorporation

Class

Shares held

GOA Tanzania Limited

UK

Ordinary

100%

Edenville International (Seychelles) Limited

Seychelles

Ordinary

100%

Edenville International (Tanzania) Limited

Tanzania

Ordinary

99.5%*









* These shares are held by Edenville International (Seychelles) Limited.


6.            Equity investments - available for sale

 


2013

2012


£

£

Fair value



As at 1 January

446,428

     446,428

Written off

(446,428)

-


                 

                 


-

446,428


                 

                 

Impairment



As at 1 January

(446,428)

(446,428)

Written off

446,428

-


                 

                 

As at 31 December

-

(446,428)


                 

                 

Net Book Value



As at 31 December

-

-


                 

                 




On 13 March 2009, the Company entered into a collaboration and option agreement on a group of emerald mining licences in Tanzania, Africa, with Obtala Resouces Plc ("Obtala") and Obtala's subsidiary Mindex Invest Limited ("Mindex"). 

 

The Company's focus is now on coal exploration and mining and the directors therefore consider it appropriate to impair the cost of these emerald mining licences, as the company does not intend to develop these assets.  As at 31 December 2012, the Directors deemed this investment to be permanently impaired.

 

 

 

 

7.            Property, plant and equipment

 

 


 

Plant and machinery

Fixtures, fittings and equipment

 

Motor Vehicles

 

 

Total


£

£

£

£

Cost





As at 1 January 2012 and 31 December 2012

7,471

4,153

16,691

28,315


                   

                   

                   

                   






Depreciation





As at 1 January 2012

2,801

1,558

6,194

10,553

Charge for the year

1,168

649

2,624

4,441


                   

                   

                   

                   

As at 31 December 2012

3,969

2,207

8,818

14,994


                   

                   

                   

                   






Net book value





As at 31 December 2012

3,502

1,946

7,873

13,321


                

                

                

                

 


 

Plant and machinery

Fixtures,

fittings and equipment

 

Motor vehicles

Total

£

£

£

£





7,471

4,153

16,691

28,315

                   

                   

                   

                   









3,969

2,207

8,818

14,994

875

487

1,968

3,330

                   

                   

                   

                   

4,844

2,694

10,786

18,324

                   

                   

                   

                   













         2,627 

         1,459 

        5,905 

         9,991 





8.            Trade and other receivables

 


2013

2012

Current

£

£

Other receivables

13,562

2,319

Prepayments

9,814

3,666


                

                


23,376

5,985


                

                

 

 

 

 



9.            Cash and cash equivalents

 

Cash and cash equivalents include the following for the purposes of the cash flow statement:

 


2013

2012


£

£

Cash at bank and in hand

302,882

741,541


                

                




10.          Trade and other payables


2013

2012


£

£




Trade and other  payables

11,648

-

Social security costs and other taxes

5,459

-

Accruals and deferred income

20,485

34,354


                

                





37,592

34,354


                

                




11.          Share capital

 


2013

2012


No

No

Issued and fully paid



Ordinary shares of 0.02p each

4,841,683,110

4,571,216,405

Deferred shares of 0.08p each

64,179,932

64,179,932


                          

                          


4,905,863,042

4,635,396,337


                          

                          





2013

2012


£

£




Ordinary shares of 0.02p each

968,336

914,244

Deferred shares of 0.08p each

51,344

51,344


                          

                          


1,019,680

965,588


                          

                          




On 19 April 2013 the company issued 53,000,000 new ordinary shares of 0.02p each for a consideration of 0.186p per share.

 

On 17 September 2013 the company issued 217,466,705 new ordinary shares of 0.02p each for a consideration of 0.186p per share. Of the shares issued 7,397,313 were issued in settlement for services provided to the company.

 

The only rights attached to the deferred shares are as follows:

 

a)       no dividend or other distribution shall be paid or made in respect of the deferred shares;

 

b)       the holders of deferred shares shall not be entitled to receive notice of, or to attend and vote at any general meeting of the Company;

 

 

11.          Share capital (continued)

 

c)       on a return of capital, whether on a winding-up or otherwise, the holders of deferred shares shall be entitled to receive only the amount credited as paid up on each share, but only after the holders of each ordinary share have received the amount paid up or credited as paid up on such share, together with a payment of £10,000 per share;

 

d)       the Company may transfer the shares without making any payment to the holders thereof, to such persons as the Company may determine, and acquire the same in accordance with the provisions of the Companies Acts at a price of 0.08p each.

 

12.          Deferred Taxation

 

A deferred tax asset of £507,666 (2012: £410,002) calculated at 20% (2012: 20%) has not been recognised in respect of the tax losses carried forward due to the uncertainty that profits will arise against which the losses can be offset.

 

13.          Capital management policy   

 

The Company's policy on capital management is to maintain a low level of gearing. The company funds its operation through equity funding.

 

The Company defines the capital it manages as equity shareholders funds less cash and cash equivalents.

 

 

The Company's objectives when managing its capital are:

 

·     To safeguard the company's ability to continue as a going concern.

·     To provide adequate resources to fund its exploration activities with a view to providing returns to its investors.

·     To maintain sufficient financial resources to mitigate against risk and unforeseen events.

 

The company's cash reserves are reported to the board  and closely monitored against the planned work program and annual budget. Where additional cash resources are required the following factors are taken into account

 

·     The size and nature of the requirement.

·     Preferred sources of finance.

·     Market conditions.

·     Opportunities to collaborate with third parties to reduce the cash requirement.

 

 

 

 

 

14.          Financial instruments

The Board of Directors determine, as required, the degree to which it is appropriate to use financial instruments to mitigate risks with the main risk affecting such instruments being foreign exchange risk, which is discussed below.

Categories of financial instruments

2013


2012

 


£


£

 

Financial assets




 

Receivables at amortised cost including cash and cash equivalents:




 

Cash and cash equivalents

302,882


741,541

 

Other receivables

23,376


5,985

 

Total

326,258


747,526






 

Financial liabilities




 

Financial liabilities at amortised cost:




 

Trade and other payables

37,592


34,354

 





 

Net

288,666


713,172

 

 

Cash and cash equivalents

 

This comprises cash held by the Company and short-term deposits. The carrying amount of these assets approximates to their fair value.

General risk management principles

The Directors have an overall responsibility for the establishment of the Company's risk management framework. A formal risk assessment and management framework for assessing, monitoring and managing the strategic operational and financial risks of the Company's is in place to ensure appropriate risk management of its operations.

 

The following represent the key financial risks that the Company faces:

 

Interest rate risk

The Company is not exposed to significant interest rate risks as it does not have any interest bearing liabilities and its only interest-bearing asset is cash invested on a short-term basis which attract interest at the banks variable rate.

Credit risk

Credit risk is the risk that the counterparty will default on its contractual obligations, resulting in financial loss. Credit risk arises from cash and cash equivalents and credit exposures on outstanding receivables and committed transactions.

There were no amounts past due at the balance sheet date.

The maximum exposure to credit risk in respect of the above at 31 December 2013 is the carrying value of financial assets recorded in the financial statements.

 

 

14.          Financial instruments (continued)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as and when they fall due.

Liquidity risk is managed through an assessment of short, medium and long-term cash flow forecasts to ensure the adequacy of working capital.

 

The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To ensure this aim, it seeks to maintain cash balances to meet expected requirements for a period of one year.

 

Fair value of financial assets and liabilities

 

The directors consider that there is no significant difference between the book value and fair value of the Company's financial assets and liabilities.

 

15.          Equity-settled share-based payments

 

The following options over ordinary shares have been granted by the Company:

 

Date                                       Exercise price                                      Exercise period                                  Number of options

 

29 March 2010                    0.87p                                                     10 Years                                                  44,827,587

21 February 2011               1.80p                                                     9 Years                                                    35,000,000

21 October 2013                 0.25p                                                     9 Years                                                  226,586,603

 

The options granted on 29 March 2010 and 21 February 2011 were cancelled and replaced by those granted on 21 October 2013.

 

The options granted on 21 October 2013 are exercisable from 21 October 2014. The options are valid for a period of 10 years from the date of grant. There are no vesting conditions.

 

At the date of grant, the options were valued using the Black-Scholes option pricing model. The fair value per option granted and the assumptions used in the calculation were as follows:

 

 

Date of grant



21 October 2013

Expected volatility



85%

Expected life



4 years

Risk-free interest rate



1.23%

Expected dividend yield



-

Possibility of ceasing employment before vesting



-

Fair value per option



0.09p

 

  

 

 

15.          Equity-settled share-based payments (continued)

 

The charge to the income statement for share based payments for the year ended 31 December 2013 was £39,767 (2012: £45,437).

 

Movements in the number of options and warrants outstanding and their related weighted average exercise prices are as follows:

 

 


2013

2012


Number of options

Weighted average exercise price per share

pence

 

Number of options

Weighted average exercise price per share

pence

At 1 January

79,827,587

1.28

204,827,587

0.51

Granted

226,586,603

0.25

-

-

Exercised

-

-

(125,000,000)

(0.02)

Cancelled

(79,827,587)

(1.28)

-

-


                          

                          

                          

                          

At 31 December

226,586,603

0.25

79,827,587

1.28


                          

                          

                          

                          

 

The weighted average remaining contractual life of options as at 31 December 2013 was 9.81years (2012: 7.6 years)

 

16.          Reserves

 

The following describes the nature and purpose of each reserve:

 

Share Capital

represents the nominal value of equity shares

Share Premium

amount subscribed for share capital in excess of the nominal value

Share Option Reserve

fair value of the employee equity settled share option scheme as accrued at the balance sheet date.

 

Retained Earnings

cumulative net gains and losses less distributions made

 

 

17.          Related Party Transactions

 

During the year ended 31 December 2013, the Group paid £65,000 (2012: £62,500) to Adler Shine LLP for the services of Rakesh Patel, director.  Rakesh Patel is a partner in Adler Shine LLP.  The Group also paid £18,303 (2012: £23,354) to Adler Shine LLP for accounting services provided in the year.

 

During the year the Directors, Rufus Short, Sally Schofield and Rakesh Patel were each paid £15,000 in respect of the share issues.

  

 

 

17.          Related Party Transactions (continued)

 

At the year end the Group owed the director, Simon Rollason £2,439 (2012: £2,523).

 

Key management personnel are those persons having authority and responsibility for planning, directing and controlling activities of the Group, and are all directors of the company. For details of their compensation please refer to the Remuneration report.

 

During the year the company paid £318,430 to or on behalf of its wholly owned subsidiary, Edenville International (Tanzania) Limited. The amount due from Edenville International (Tanzania) Limited at year end was £3,446,067 (2012: £3,127,637). This amount has been included within investment in subsidiaries.

 

At the year end the company was owed £3,712 (2012: £3,712) by its subsidiary Edenville International (Seychelles) Limited.

 

18.          Events after the reporting date

 

Subsequent to the year end, Edenville Plc completed a placing of 1,428,571,428 new ordinary shares at a price of 0.07p, raising gross proceeds of £1m.

 

 

 

 


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