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Ocean Res Cap Hldgs (OCE)


Thursday 25 May, 2006

Ocean Res Cap Hldgs

Final Results

Ocean Resources Capital HoldingsPLC
25 May 2006


            Preliminary Results for the year ended 31 December 2005

The Directors of Ocean Resources Capital Holdings Plc announce the preliminary
results for the year ended 31 December 2005.

Investment Policy and Objective

Following the approval by shareholders of the reduction in the life of the
Company, the investment policy and objective is now to reduce gearing through
realisation of the existing investments and to seek to have a portfolio capable
of rapid realisation to reflect the limited life of the Company. In general, no
new investments will be made.

Net Asset Value

The net asset value attributable to the Ordinary shares on 31 December 2005 was
21.92p.  The share price of the Ordinary shares on 31 December 2005 was 19.5p
indicating a discount to net asset value of 11%.

Chairman's Statement

Against a background of strong natural resource markets world wide, it is
obviously disappointing to report a fall in the net asset value of the Company's
investment portfolio from 33.09p per share to 21.92p per share.  This is a
year-on-year decline of 33.8%.

It should be noted however, that this result does include a once-only downward
adjustment in the net asset value of approximately 1.4p per share, and brings
the Company into line with the new International Financial Reporting Standards,
whereby the quoted investments within the portfolio are now valued at the 'bid'
price, rather than the traditional 'mid-market' price.

The result has also been materially affected by the Board's decision to reduce
the carrying value of two investments; Alliance Mining Limited and OreVest plc,
by a total of £2.7 million, or 3.2p per share.  This decision has been based on
the uncertainty relating to the projects owned by both companies, and this
detailed in the accompanying Manager's Report.

During the year, the Company has suffered from being primarily invested in small
capitalisation development stage companies, as opposed to large capitalisation
production companies which have been the major winners so far this cycle.  The
Company has also suffered a double blow, as companies within the investment
portfolio have been subject to unexpected delays and problems in moving their
projects closer to production.

Against this background of poor performance, and as discussed in the Interim
Report, and subsequently confirmed at an extraordinary general meeting in
October, a proposal to wind up the Company will be put before shareholders at
the annual general meeting in 2007.  In addition, the management company has
agreed to forgo its annual fee in return for a performance fee based on the
final net asset value of the investment portfolio at the time of the 2007 annual
general meeting.

As part of these restructuring proposals, and in consultation with the Company's
largest shareholders, two of the Company's original non-executive directors, Mr
David Faulke and Mr Michael Smith, resigned at last year's extraordinary general
meeting, and were replaced by Mr Christopher Agar and Mr Francis Daniels.

By limiting the life of the Company the Board is now looking to maximise returns
from the current portfolio with the initial prime objective of repaying, in
full, the bank overdraft facility. Should the Company then have the available
resources and the opportunity occurs, it will consider a share buy back

Whilst it has been a difficult year, equally, the Company has addressed its
problems and taken the difficult steps to turn itself around. With our major
investment in Archipelago Resources plc now fully financed and finally moving
towards production in mid-2007, and subsequent market re-rating, the outlook is
beginning to look more promising.  This is now also beginning to be reflected in
the most recent net asset value, which as at 30 April 2006, was 31.52p, an
improvement of 43.8% on the 2005 year end net asset value.

Consolidated Profit and Loss Account

For the year ended 31 December 2005

                                                                                    2005              2004
                                                                                  £ '000            £ '000
Income from investments
Unlisted securities                                                                1,091             1,423

                                                                                   1,091             1,423

(Loss)/surplus on disposal of investments
Listed securities                                                                  (294)               704
Unlisted securities                                                                  789             (324)

Interest receivable and similar income                                                28                 9
Fees and commission                                                                  230               991

Administrative expenses                                                            (666)           (1,261)

Operating profit - pre write down of investments                                   1,178             1,542

Write down of investments                                                       (10,320)           (4,262)

Operating loss                                                                   (9,142)           (2,720)

Interest payable                                                                   (404)             (416)

Loss for year before and after taxation                                          (9,546)           (3,136)

Loss per share
Basic loss per share                                                            (11.20p)           (3.68p)

Diluted loss per share                                                          (11.20p)           (3.68p)

The Group's current period results shown above are derived entirely from
continuing activities

Consolidated Statement of Total Recognised Gains and Losses

For the year ended 31 December 2005

                                                                                       2005             2004
                                                                                     £ '000           £ '000

Loss for the financial period                                                       (9,546)          (3,136)
Increase in value of investments                                                         32              805

Net total recognised losses                                                         (9,514)          (2,331)

Consolidated Note of Historical Cost Profits and Losses

For the year ended 31 December 2005

                                                                                       2005             2004
                                                                                     £ '000           £ '000

Reported loss on ordinary activities before taxation                                (9,546)          (3,136)
Transfer of realised profit                                                           1,075              265
Historical cost losses brought forward                                             (15,175)         (12,304)

Historical cost retained losses carried forward                                    (23,646)         (15,175)

Balance Sheets of the Group and Company

As at 31 December 2005

                                                        Group          Company            Group          Company
                                                         2005             2005             2004             2004
                                                       £ '000           £ '000           £ '000           £ '000

Fixed asset investments
Group undertakings                                          -                -                -                -
Other investments                                      23,953           23,953           33,402           33,402

                                                       23,953           23,953           33,402           33,402

Current assets
Debtors                                                   466              466            1,630            1,630
Cash at bank and in hand                                  171              171               74               74

                                                          637              637            1,704            1,704

Creditors: amounts falling due after more
than one year                                         (5,902)          (5,902)          (5,905)          (5,905)

Net current liabilities                               (5,265)          (5,265)          (4,201)          (4,201)

Total assets less current liabilities                  18,688           18,688           29,201           29,201

Creditors: amounts falling due after more
than one year                                               -                -            (999)            (999)

Net assets                                             18,688           18,688           28,202           28,202

Capital and reserves
Called up share capital                                   852              852              852              852
Share premium account                                  38,202           38,202           38,202           38,202
Warrant reserve                                         1,109            1,109            1,109            1,109
Revaluation reserve                                     2,171            2,171            3,214            3,214
Profit and loss account                              (23,646)         (23,646)         (15,175)         (15,175)

Equity shareholders' funds                             18,688           18,688           28,202           28,202

Net asset value per share                              21.92p                            33.09p

Consolidated Cash Flow Statement

For the year ended 31 December 2005

                                                                                       2005               2004

                                                                                     £ '000             £ '000

Net cash outflow from operating activities                                          (1,047)            (1,186)

Interest paid on loan                                                                 (311)              (353)
Interest paid on 8% Convertible Unsecured Loan Stock 2006                              (81)               (91)

Net cash outflow from servicing of finance                                            (392)              (444)

Taxation paid                                                                             -                  -

Investing activities
Purchase of fixed asset investments                                                 (3,355)            (4,575)
Proceeds of disposal of fixed asset investments                                       5,482              5,235

Net cash inflow from capital expenditure and financial investment                     2,127                660

Net cash inflow/(outflow) before financing                                              688              (970)

Loan repaid                                                                         (2,200)            (2,800)
Loans (granted)/repaid to/from investee companies                                     (352)                832

Net cash outflow from financing                                                     (2,552)            (1,968)

Decrease in cash                                                                    (1,864)            (2,938)

Reconciliation of net cash outflow to movement in net debt
Decrease in cash                                                                    (1,864)            (2,938)
Net repayment of loan facility                                                        2,200              2,800
Debt due on 8% Convertible Unsecured Loan Stock 2006                                    (7)                (7)

Movement in net debt in year                                                            329              (145)
Net debt at beginning of year                                                       (5,928)            (5,783)

Net debt at year end                                                                (5,599)            (5,928)

Major non-cash transactions
Interest and commissions received in the form of shares                                 210              1,136

                                                                                        210              1,136


This preliminary statement is not the Company's statutory accounts. The
statutory accounts for the year ended 31 December 2004 have been delivered to
the Registrar of Companies and received an audit report which was unqualified
and did not contain statements under s237(2) and (3) of the Companies Act 1985.

The Report and Accounts will be posted to shareholders shortly. Copies may be
obtained during normal business hours from the Company's registered office, The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.

By order of the Board

Capita IRG Trustees Limited, Secretary

25 May 2006

                      This information is provided by RNS
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