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Nova Resources Ltd (NOVA)

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Tuesday 25 September, 2012

Nova Resources Ltd

Half Yearly Report

RNS Number : 1272N
Nova Resources Limited
25 September 2012
 



Nova Resources Limited

("Nova" or "the Company")

Interim results for the period ended 30 June 2012

 

Nova Resources Limited (AIM), a logistics investing company pursuing investments in Mongolia, announces its interim results for the six months to 30 June 2012.

 

 

For further information, contact:

                       

 

Nova Resources Limited

 

www.novaresourceslimited.com

 

Chan Fook Meng, Chief Executive Officer

+65 9630 7808

 

 

 

 

Daniel Stewart & Company Plc

 

 

 

Nominated Adviser/Joint-Broker

 

David Hart/James Felix

+44 (0) 20 7776 6550

 

 

 

 



Chairman's Statement

 

I have pleasure in presenting our interim report for the period to 30 June 2012.

 

The Group incurred a loss for the period of £869,000, which relates largely to the continued implementation of the Company's investing policy. The Group has been generating revenue from August 2012, due to the major transportation contract owned by the Company's sole investment, Nova Trans LLC ("Nova Trans"), which will operate for an initial period to 2014 (the " Contract").

 

On 14 February 2012, the Company consolidated its investment in Nova Trans by acquiring the outstanding 300 issued shares in Nova Mongolia Corp Pte Limited, the parent company of Nova Logistics Holdings Limited (formerly Salins Limited) and Nova Trans LLC (formerly ZHCH Mining LLC).

 

Since January 2012, we have raised £975,000 by way of subscriptions for newly issued share capital.  Together with our credit facilities announced previously, this has provided capital to enable Nova Trans to commence operations and develop an infrastructure to service the Contract. Such commencement was announced on 24 May 2012, following the acquisition of 16 trucks and 32 trailers funded by the Group.

 

The Group is exploring further sources of finance to expand the number of trucks and trailers operated by Nova Trans, to enable more transportation contracts to be won. In addition, we are confident that further investment opportunities in the Mongolian region will become available, and we will keep shareholders updated on any new developments accordingly.

 

 

Chan Fook Meng

Chairman

 

 

 

 

 


Consolidated Comprehensive Income Statement

For the period to 30 June 2012

           

 

Notes

6 Months

Year to

6 Months to

 

 

30 June

2012

31 December 2011

30 June

2011

 

 

Unaudited

Audited

Unaudited

 

 

£'000s

£'000s

£'000s

 

 

 

 

 

Revenue

 

-

-

-

 

 

 

 

 

Cost of Sales

 

-

-

-

 

 

 

 

 

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

 

 

 

 

 

Administrative expenses

 

(786)

(275)

(134)

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

Operating loss            

4

(786)

(275)

(134)

Unrealised Gains (Losses) on financial assets designated at fair value through profit or loss account

 

 

 

(21)

 

 

118

 

 

128

 

 

¾¾¾¾¾ 

¾¾¾¾¾

¾¾¾¾¾

 

 

(807)

(157)

(6)

Finance income

 

15

2

-

Finance expense

 

(78)

-

-

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

Loss before tax

 

(870)

(155)

(6)

 

 

 

 

 

Income tax charges

 

-

-

-

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

Loss for the period

 

(870)

(155)

(6)

 

 

 

 

 

Other comprehensive income

 

-

-

-

 

 

 

 

 

Minority interests

 

1

(1)

-

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

Total comprehensive loss

for the period

 

 

(869)

 

(156)

 

(6)

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

- Owners of the parent

 

(869)

(156)

(6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share

 

 

 

 

 

 

 

 

 

From continuing operations:

 

 

 

 

 

 

 

 

 

Basic and diluted

6

            (0.89p)

(0.23p)

(0.009p)

 

 

 

 

 

 

 



Consolidated Statement of Financial Position

As at 30 June 2012

           

 

Notes

6 Months

Year to

6 Months to

 

 

30 June

2012

31 December 2011

30 June

2011

 

 

Unaudited

Audited

Unaudited

 

 

£'000s

£'000s

£'000s

Assets

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

Property, plant and equipment

 

638

-

-

Goodwill

 

2,255

-

-

Financial assets designated at fair value through profit or loss account

 

 

750

 

771

 

782

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

 

 

3,643

771

782

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

Current assets

 

 

 

 

Cash and cash equivalents

 

651

470

965

Trade and other receivables

7

2,202

389

14

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

 

 

2,853

859

979

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

Total assets

 

6,496

1,630

1,761

 

 

 

 

 

Equity and liabilities

 

 

 

 

 

 

 

 

 

Capital and reserves

 

 

 

 

Issued capital

8

1,061

700

700

Share premium

 

4,996

2,604

2,604

Equity to be issued

9

487

 

 

Loan note equity reserve

 

13

-

-

Share based payment reserve

 

17

-

-

Accumulated deficit

 

(2,610)

(1,741)

(1,590)

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

Total equity

 

3,964

1,563

1,714

 

 

 

 

 

Non controlling interests

 

-

1

-

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

 

 

3,964

1,564

1,714

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

Non Current liabilities

 

 

 

 

Non interest bearing loans

10

24

-

-

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

 

 

24

-

-

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

Current liabilities

 

 

 

 

Trade and other payables

 

168

66

47

Borrowings

 

 2,327

 -

-

Convertible loan

10

13

-

-

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

 

 

2,508

66

47

 

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

Total equity and liabilities

 

6,496

1,630

1,761

 

 

 

 

 

           

Consolidated Statement of Cash Flows

For the period to 30 June 2012

 

 

 

Period to

30 June 2012 Unaudited

Year to

31 December 2011

Audited

Period to

30 June 2011

Unaudited

 

 

 

 

 

£'000s

£'000s

£'000's

 

 

 

 

Operating activities

(211)

(644)

(149)

 

 

 

 

Investing activities

 

 

 

 

 

 

 

Purchases of plant and equipment

(643)

-

-

 

 

 

 

Financing activities

 

 

 

Proceeds from issue of shares

975

200

200

Proceeds of issue of loan note

60

-

-

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

Net cash inflow/(outflow)

181

(444)

51

 

 

 

 

Cash and cash equivalents at the beginning of the period

 

470

 

914

 

914

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

Bank balances and cash

651

470

965

 

 

 

 

 

 

 

 

 

 

Reconciliation of operating loss to net cash outflow from operating activities

 

 

Period to

30 June 2012 Unaudited

Year to

31 December 2011

Audited

Period to

30 June 2011

Unaudited

 

 

 

 

 

£'000s

£'000s

£'000's

 

 

 

 

Loss for the period before tax

(807)

(157)

(6)

 

 

 

 

Adjustments for:

 

 

 

Finance expense

(78)

-

-

Finance Income

15

2

-

Share based payment

17

 

 

Provision for quoted investments

21

(118)

(128)

Minority interests

(1)

1

-

Depreciation

5

-

-

(Increase)/Decrease in receivables

(1,645)

(365)

10

Increase/(decrease) in payables

2,260

(7)

(25)

Tax paid

-

-

-

 

¾¾¾¾¾

¾¾¾¾¾

¾¾¾¾¾

 

(211)

 

(644)

 

(149)

 

 

 

 

 

 


                       

Consolidated statement of changes in equity

For period to 30 June 2012

 


Equity to be issued

 

Option and warrant reserve

Loan note equity reserve

Share capital

Share premium

Accumulated deficit

Total


£000's

£'000s

£'000s

£'000s

£'000s

£'000s

£'000s









As at 1 January 2011

-

-

-

600

2,504

(1,325)

1,779

Loss after tax

-

-

-

-

-

(260)

(260)


               

               

               

               

               

               

               









Balance as at 31 December 2010

-

-

-

600

2,504

(1,585)

1,519









Shares issued in period

-

-

-

100

100

-

200

Loss after tax

-

-

-

-

-

(156)

(156)


               

               

               

               

               

               

               

Balance as at 31 December 2011




700

2,604

(1,741)

1,563









Shares Issued in period

-

-

-

361

2,392

-

2,753

Loss after tax

-

-

-

-

-

(869)

(869)

Issue of convertible loan notes

-

-

13

-

-

-

13

Share based payments

-

17

-

-

-

-

17

Equity to be issued

487

-

-

-

-

-

487


               

               

               

              

               

               

               

As at 30 June 2012

487

17

13

1,061

4,996

(2,610)

3,964


               

               

               

               

               

               

               









 

Notes to the Interim Financial Information

 

1.   General Information

 

      Nova Resources Limited is a public limited company incorporated in Bermuda with a company number 39768 and quoted on the AIM market of the London Stock Exchange Plc.

 

2.   Basis of Preparation

 

This interim report, which incorporates the financial information of the company, has been prepared using the historical cost convention, on a going concern basis and in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, using accounting policies which are consistent with those set out in the financial statement for the year ended 31 December 2011. This interim financial information for the six months ended 30 June 2012, complies with IAS 34 'Interim Financial Reporting' and was approved by the Board on 25 September 2012.

 

Principles of Consolidation

The consolidated financial statements incorporate the assets and liabilities of the group as at 30 June 2012 and the result of all entities for the period then ended. Nova Resources Limited and its subsidiaries together are referred to in this financial report as the group.

 

Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date the control ceases.  All inter-group balances and transactions between entities in the group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity.

           

      Taxes

 

      Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

 

Standards and Interpretations adopted with no material effect on financial statements

 

The following new and revised Standards and Interpretations have been adopted in these financial statements. Their adoption has not had any significant impact on the amounts reported in these financial statements but may effect the accounting for future transactions and arrangements.

 

Title

Issued

Effective date

 

IFRS 7 Financial instruments:

disclosures (amendment)

Oct 10

Accounting periods beginning on or after 1 July 2011

    

Standards and Interpretations issued but not effective on financial statements

 

The following new and revised Standards and Interpretations have not been adopted in these financial statements as they are not yet effective in the period being reported on.

 

     

Title

Issued

Effective date

IFRS 9 Financial instruments:

classification and measurement

Oct 10

Accounting periods beginning on or after 1 January 2015

IFRS 11 joint Arrangements

May 11

Accounting periods beginning on or after 1 January 2013

IFRS 12 Disclosures of Interests with

Other Entities

May 11

Accounting periods beginning on or after 1 January 2013

IFRS 13 Fair Value Measurement

May 11

 

Accounting periods beginning on or after 1 January 2013

IFRS 10 Consolidated Financial

Statements

 

May 11

Accounting periods beginning on or after 1 January 2013

IAS 1 Presentation of Items of Other Comprehensive Income - Amendments to IAS 1

June 11

Accounting periods beginning on or after 1 July 2012

IAS 19 Employee Benefits (Revised)

June 11

Accounting periods beginning on or after 1 January 2013

 

 

3.   Segmental Analysis

 

The group's primary reporting format is business segments and its secondary format is geographical segments. The group currently only operates in a single business and geographical segment. Accordingly no segmental information for business segment or geographical segment is required.

 

4.   Operating loss for the period is stated after charging / (crediting)

      

           

 

Period to

30 June 2012 Unaudited

Year to

31 December 2011

Audited

Period to

30 June 2011

Unaudited

 

 

 

 

 

£'000s

£'000s

£'000's

 

 

 

 

Depreciation

5

-

-

Share based payment

17

 

 

 

          

              

            

 

 

 

 

 

 

5.   Remuneration of key management personnel

 

 

Period to

30 June 2012 Unaudited

Year to

31 December 2011

Audited

Period to

30 June 2011

Unaudited

 

 

 

 

The fees paid in the period to 30 June 2012 were:

£'000s

£'000s

£'000's

 

 

 

 

Charles Green

13

-

-

Park Ji Wong

32

-

-

Lee Fer Ling

6

-

-

 

          

              

            

 

6.    Loss per share

 

Period to

30 June 2012 Unaudited

Year to

31 December 2011

Audited

Period to

30 June 2011

Unaudited

 

 

 

 

 

£'000s

£'000s

£'000's

Loss per ordinary share:

 

 

 

Basic - pence

(0.89p)

(0.23p)

(0.009p)

Diluted - pence

(0.89p)

(0.23p)

(0.009p)

 

           

              

           

 

 

 

 

 

      The loss per ordinary share is based on the company's loss for the period of £869,000 (31 December 2011 - £156,000; 30 June 2011 - £6,000) and a basic and diluted weighted average number of shares in issue of 97,428,422 (31 December 2011 - 68,000,000; 30 June 2011 - 60,000,000).

 

7.  Trade and other receivables

 

      Included in trade and other receivables was £1,520,389 in respect of deposits paid to suppliers for new trucks and trailers for which delivery had not been made as at the period end.

 

8.   Called up Share Capital

 

      On 10 February 2012, the company issued 10,200,000 new ordinary shares of par value of £0.01 each in the capital of the company at the subscription price of £0.075 each.

 

    On 14 February 2012, the company purchased 300 shares in the capital of Nova Mongolia Corp Pte Ltd, to bring full ownership into the group.  The total consideration of the acquisition was £1,767.857 which was fully paid by the allotment and issuance of 23,571,428 ordinary shares of par value of £0.01 each at the issue price of £0.075 each.

 

    On 27 February 2012, the company issued 2,210,526 ordinary shares of par value of £0.01 each in the capital of the company at the subscription price of £0.095 each.

 

    On 15 March 2012, £10,000 of convertible unsecure loan notes 2015 were converted into 133,333 ordinary shares of par value of £0.01 each at the subscriptions price of £0.075 each.

 

       The issued share capital as at 30 June 2012 was 106,115,287 ordinary shares of £0.01p each.

 

8.   Called up Share Capital (continued)

   

 On 20 January 2012, the company granted 5,000,000 share options to subscribe for ordinary shares, exercisable at a subscription price of 8.25p per share at anytime in the period to 20 July 2012, 2013 and 2014, one third in each year, with an ultimate expiry date of 31 December 2016.

 

 On 20 January 2012, the company cancelled 500,000 share options issued to Mr. Lai Seng Kwoon on 16 November 2011, following his resignation on 4 January 2012, bringing the total number of share options to 6,500,000.

 

        Shares - based payments

 

None of the options above have been exercised and all remain outstanding at the period end. The fair value of the options granted during the period has been calculated using the Black Scholes model assuming the inputs shown below:

 

Grant date

January 2012

Share price at grant date

8.5p

Exercise price

8.25p

Expected option life in years

5

Risk free interest rate

4%

Expected volatility

25%

Expected dividend yield

0%

Fair value of option

1.01p

       

  Volatility has been estimated by taking the historic volatility in the company's share price over two years.          

 

9.   Equity to be issued

  

    As part of the acquisition of Nova Mongolia Corp Pte Ltd, 12,857,143 warrants were granted. The warrants are not exercisable until Nova Resources Limited has acquired or invested in a company that qualifies as a reverse takeover under the AIM rules, are exercisable at a subscription price of £0.02 per ordinary share and will expire on 28 February 2013.

 

      None of the warrants have been exercised and all remain outstanding at the period end. The fair value of the warrants granted during the period has been calculated using the Black Scholes model assuming the inputs shown below:

 

Grant date

February 2012

Share price at grant date

8.0p

Exercise price

2p

Expected warrant life in years

1

Risk free interest rate

4%

Expected volatility

25%

Expected dividend yield

0%

Fair value of option

3.79p

       

        Volatility has been estimated by taking the historic volatility in the company's share price over two years.

 

9.   Equity to be issued (continued)

 

     The number of shares to be issued as contingent consideration is based on the fair value of the warrants of 3.79p for each warrant.

 

10. Convertible Loans

 

    On 10 February 2012, £60,000 convertible loan notes were issued with a final repayment date of 31 March 2015 (the "2015 Loan Notes"). The notes are interest free and unsecured. The note holders have the right to convert any amount of the principal amount of the 2015 Loan Notes into New Ordinary Shares at the exercise price of 7.5p per share.  The ordinary shares to be issued on conversion (assuming full conversion) would amount to 800,000 ordinary shares. On 15 March 2012, £10,000 of the 2015 Loan Notes were converted into 133,333 ordinary shares.

 

 

2015 Loan Notes

£'000s

As at 1 July 2011 and 1 January 2012

-

Issue of loan notes

60

Conversion of loan notes into shares

(10)

 

50

Equity component

(13)

As at 30 June 2012

37

 

   

11.  Related-party transactions

 

    Transactions between the group and its subsidiaries, which are related parties, have been         eliminated on consolidation and are not disclosed in this note.

 

During the period, the group paid £30,247 to Menora Trading Ltd, a company owned and controlled by Chan Fook Meng, for consultancy fees.

 

12.  Events subsequent to 30 June 2012

          

There are no events to report.

 

13.  The unaudited results for the period ended 30 June 2012 do not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The comparative figures for the period ended 31 December 2011 are extracted from the audited financial statements which contained an unqualified audit report and did not contain statements under Sections 498 to 502 ofthe Companies Act 2006.

 

14.  This interim financial statement will be, in accordance with Rule 26 of the AIM Rules for Companies, available shortly on the company's website at www.novaresourceslimited.com.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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