Final Results
Rare Minerals PLC
(''Rare Minerals'' or ''the Company'')
Final Results for the year ended 31 December 2011 and Grant of Options
The Board is pleased to present the results for the Company for the period from incorporation on 18 January 2011 to 31 December 2011. In April 2011, the Company published an Admission Document and commenced trading on PLUS Markets.
RESULTS
The Company achieved a loss for the period from 18 January 2011 to 31 December 2011 of £64,266, largely as a result of the PLUS admission costs.
Loss per ordinary share amounted to 0.003p in the period.
BUSINESS REVIEW
In the Admission Document, the Company's stated investment criteria are that:
· the target acquisition or investment will be in the prospecting or mining of valuable minerals;
· the target acquisition or investment should be profitable or have a significant asset value and may have opportunities for consolidation or further development. The Directors will, on an exceptional basis, also consider loss-making targets where, in the Directors opinion, there is a clear opportunity to develop a profitable and attractive business; and
· the owners of the target acquisition or investment should accept part of the consideration for any acquisition in new ordinary shares or other securities to be issued by the Company.
In the period under review the Company has not made an acquisition or investment and this has remained so during the current financial period.
Your Board is continuing to evaluate further possibilities and will keep shareholders informed of any developments.
GRANT OF OPTIONS
The Company announces that an agreement has today been entered into with the two Directors: Nicholas Nelson and Shane Moloney, for the grant of share options. Both Directors have been granted options to acquire 50 million ordinary 0.1p shares at a price of 0.5p per option share (first option shares) and a further 75 million ordinary shares at 0.75p per option share (second option shares). The vesting date in the case of the first and second option shares is 18 April 2013, being the 12 month anniversary of the options agreement.
POSTING OF ANNUAL REPORT AND ACCOUNTS
The annual report and accounts and AGM notice will be dispatched to shareholders on 20 April. The AGM will be held at 11 a.m. on 22 May at 30 Coleman Street, London EC2R 5AL
Nicholas Nelson
Chairman
Date: 18 April 2012
RARE MINERALS PLC
PROFIT AND LOSS ACCOUNT
PERIOD FROM 18 JANUARY 2011 TO 31 DECEMBER 2011
|
|
Note |
£ |
£ |
|
TURNOVER |
|
- |
|
|
Administrative expenses |
|
|
|
|
Quote maintenance cost
|
|
28,413 |
|
|
Plus admission cost |
|
37,653 |
|
|
|
|
----------------------------------- |
|
|
OPERATING LOSS |
3 |
(66,066) |
|
|
|
|
------------------------------------ |
|
|
Interest receivable |
|
1,800 |
|
|
|
|
------------------------------------ |
|
|
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION |
|
(64,266) |
|
|
|
|
============================================== |
|
|
Tax on loss on ordinary activities |
- |
|
LOSS FOR THE FINANCIAL PERIOD |
(64,266) |
|
Attributable to: |
|
|
|
Equity holders of the Company |
|
(64,266) |
|
|
|
------------------------------------ |
|
Basic and diluted loss per share - pence |
6 |
(0.003) |
All of the activities of the company are classed as continuing.
The company has no recognised gains or losses other than the results for the
period as set out above.
RARE MINERALS PLC
BALANCE SHEET
31 DECEMBER 2011
CURRENT ASSETS
|
|
Note |
£ |
£ |
|
Debtors |
7 |
12,308 |
|
|
Cash at bank |
1,064,950 |
|
|
|
|
------------------------------------ |
|
|
|
|
|
1,077,258 |
|
|
CREDITORS: Amounts falling due within one year |
8 |
(1,524) |
|
|
|
|
------------------------------------ |
|
|
NET CURRENT ASSETS |
|
1,075,734 |
|
|
|
|
------------------------------------ |
|
|
TOTAL ASSETS LESS CURRENT LIABILITIES |
|
1,075,734 |
|
|
|
|
============================================== |
|
CAPITAL AND RESERVES
|
Called-up equity share capital |
10 |
214,167 |
|
Share premium account |
12 |
925,833 |
|
Profit and loss account |
13 |
(64,266) |
|
|
|
------------------------------------ |
|
SHAREHOLDERS' FUNDS |
14 |
1,075,734 |
|
|
|
============================================== |
These financial statements were approved by the Directors and authorised for issue on 18 April 2012, and are signed on their behalf by:
N NELSON
Chairman
Company Registration Number: 07496976
RARE MINERALS PLC
CASH FLOW STATEMENT
PERIOD FROM 18 JANUARY 2011 TO 31 DECEMBER 2011
|
|
Note |
£ |
|
NET CASH OUTFLOW FROM OPERATING ACTIVITIES |
19 |
(76,850) |
|
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE |
19 |
1,800 |
|
CASH OUTFLOW BEFORE FINANCING |
(75,050) |
|
FINANCING |
19 |
1,140,000 |
|
|
|
------------------------------------ |
|
INCREASE IN CASH |
19 |
1,064,950 |
|
|
|
============================================== |
RARE MINERALS PLC
STATEMENT OF CHANGES IN EQUITY
PERIOD FROM 18 JANUARY 2011 TO 31 DECEMBER 2011
|
|
Called Up Share Capital |
Share Premium |
Retained Earnings |
Total Equity |
|
|
£ |
£ |
£ |
£ |
|
Loss for the period |
- |
- |
(64,266) |
(64,266) |
|
|
|
|
|
|
|
Total recognised income and expense for the period |
- |
- |
(64,266) |
(64,266) |
|
Issue of share capital |
214,167 |
925,833 |
- |
1,140,000 |
|
|
|
|
|
|
|
At 31 December 2011 |
214,167 |
925,833 |
(64,266) |
1,075,734 |
|
|
|
|
|
|
Share capital is the amount subscribed for share capital at nominal value.
Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue expenses. Share issue expenses in the period comprise a proportion of the costs incurred in respect of the initial public offering and issue of new shares on PLUS markets.
Retained earnings represent the cumulative loss of the Company attributable to equity shareholders.
RARE MINERALS PLC
NOTES TO THE FINANCIAL STATEMENTS
PERIOD FROM 18 JANUARY 2011 TO 31 DECEMBER 2011
1. GENERAL INFORMATION
Rare Minerals PLC ("the Company"), is an investment vehicle established to identify acquisition of companies engaged in the prospecting or mining of valuable minerals including rare earth metals.
The Company is a public limited company which is listed on PLUS Markets and is incorporated and domiciled in the UK. The address of its registered office is 145-147 St John Street, London EC1V 4PY.
The registered number of the company is 07496976.
2. ACCOUNTING POLICIES
Basis of accounting:
The financial statements have been prepared under the historical cost convention, and in accordance with applicable UK accounting standards.
The financial statements are presented in sterling except when otherwise indicated.
These are the Company's first financial statements following its incorporation on 18 January 2011 and accordingly there are no comparatives. The accounting policies have been applied consistently throughout the period.
Share options:
When shares, share options, and warrants are granted to employees and investors, a charge is made to the profit and loss account and a reserve created in capital and reserves to record the fair value of the awards at the date of grant in accordance with IFRS 2 (share based payments). This charge is spread over the vesting period. When shares and share options are granted to employees of subsidiary companies, the fair value of the awards is treated as a capital contribution and spread over the period of performance relating to the grant. The corresponding entry is made in reserves.
Segment reporting:
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments.
In the opinion of the Directors, in the period to 31 December 2011, the Company does not have any separate business or geographical segments.
RARE MINERALS PLC
2. ACCOUNTING POLICIES (continued)
Cash and cash equivalents:
Cash and cash equivalents includes; cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts.
Trade payables:
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
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 a deduction, net of tax, from the proceeds.
Income taxes:
Current income tax assets and liabilities are measured at the amount expected to be recovered or paid to the taxation authorities, based on tax rates and laws that are enacted, or substantively enacted, by the balance sheet date.
Deferred income tax is recognised using the balance sheet liability method, providing for temporary differences between the tax bases and the accounting bases of assets and liabilities. Deferred income tax is calculated on an undiscounted basis at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
Deferred income tax liabilities are recognised for all temporary differences, except where the deferred income tax liability from the initial recognition of goodwill, or of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
Deferred income tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred income tax assets and liabilities are offset against each other only when the Company has a legally enforceable right to do so.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences can be utilised.
RARE MINERALS PLC
2. ACCOUNTING POLICIES (continued)
Use of assumptions and estimates:
The Company makes judgements, estimates, and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The resulting accounting estimates calculated using these judgements and assumptions will, by definition, seldom equal the related actual results but are based on historical experience and expectations of future events. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of revision and future periods, if the revision affects both current and future periods.
Given the level of the Company's activities, the Directors do not consider estimates and assumptions to have a material effect on the amounts recognised in the financial statements.
3. OPERATING LOSS
Operating loss is stated after charging:
|
Period from 18 January 2011 to 31 December 2011 |
|
|
|
£ |
|
Directors' remuneration |
- |
|
|
=============================== |
4. EMPLOYEES
The company has no employees other than two Directors.
RARE MINERALS PLC
5. TAXATION
|
Period from 18 January 2011 to 31 December 2011 |
|
|
|
£ |
|
Corporation Tax |
|
|
Current tax on income for the period |
- |
|
|
|
|
Current taxation |
- |
|
|
|
|
Deferred taxation |
|
|
Net origination and reversal of timing differences |
- |
|
|
|
|
Tax charge on loss on ordinary activities |
- |
|
|
|
|
Current tax reconciliation |
|
|
Loss on ordinary activities before taxation |
(64,266) |
|
|
|
|
Theoretical tax at UK corporation tax rate of 26% |
(16,709) |
|
Effects of: |
|
|
- expenditure not tax deductible |
16,709 |
|
|
- |
|
|
|
The Company has excess of management expenses of £66,066 available to carry forward against future profits.
Deferred tax asset on these tax losses at 26% of £17,177 has not been recognised due to uncertainty of the recovery.
RARE MINERALS PLC
6. LOSS PER SHARE
|
Period from 18 January 2011 to 31 December 2011 |
|
|
|
Number |
|
Weighted average ordinary shares in issue during the period |
2,141,670,000 |
|
|
|
|
|
£ |
|
Loss attributable to shareholders: |
|
|
Continuing operations |
(64,266) |
|
|
|
The calculation of loss per ordinary share is based on the loss after tax and the weighted average number of ordinary shares in issue during the period.
Given the Company's loss for the period, the diluted loss per share is the same as the basic loss per share.
7. DEBTORS
|
|
31 Dec 11 |
|
|
£ |
|
Other debtors |
12,308 |
|
|
=============================== |
8. CREDITORS: Amounts falling due within one year
|
|
31 Dec 11 |
|
|
£ |
|
Trade creditors |
1,524 |
|
|
========================== |
9. FINANCIAL INSTRUMENTS
The Company's financial instruments comprise cash and various items such as trade payables that arise directly from its operations. The main risks arising from, and impacted by, the financial assets and liabilities of the Company are: interest rate risk and liquidity risk. The Board reviews and agrees policies for managing these risks and they are summarised below.
The Company does not hold any derivative financial instruments.
The market value of the Company's financial assets and liabilities does not differ materially from the carrying value.
RARE MINERALS PLC
9. FINANCIAL INSTRUMENTS (continued)
Financial assets
The only significant financial asset of the Company is cash at bank and on deposit. Cash is held in sterling only.
Cash at bank attracts interest at floating rates that vary with UK bank base rates. Cash on short-term deposits attracts fixed rates which are agreed at the commencement of the term of the deposit.
Financial liabilities
The Company does not have any financial liabilities other than the trade and other payables arising directly from its operations. No interest is payable in respect of any of these liabilities.
The Company does not have any undrawn borrowing facilities.
Cash flow interest rate risk
The Company is cash positive and places its balances on short-term deposits with National Westminster Bank plc. Due to the short-term nature of these deposits, the interest receivable by the Company will be affected by changes in the UK bank base rate. No interest is received on any of the Company's other assets or receivables. The Company does not have any loans, bank borrowings or other interest bearing payables.
Liquidity risk
It is the Company's policy to maintain sufficient cash resources to meet its short-term liabilities.
RARE MINERALS PLC
10 CALLED UP SHARE CAPITAL
|
2011 |
|
|
|
£ |
|
Authorised |
|
|
2,150,000,000 ordinary shares of 0.0001p each |
215,000 |
|
|
|
|
|
215,000 |
|
|
|
|
Allotted, called up and fully paid up |
|
|
2,141,666,667 ordinary shares of 0.0001p each |
214,167 |
|
|
|
|
|
214,167 |
|
|
|
All the Company's allotted, called up, and fully paid shares have been issued during the financial period.
On 4 April 2011, the Company allotted 1,650,000,000 ordinary shares of 0.0001p each for a consideration of £165,000.
On 28 April 2011, the Company allotted a further 250,000,000 ordinary shares of 0.001p each for a consideration of £250,000.
On 28 April 2011, 241,666,667 shares were issued at 0.003p each for a consideration of £725,000.
|
Share warrants
|
|||
|
|
|||
|
The Company has the following share warrants outstanding: |
|||
|
|
Number |
Price |
Period of Exercise |
|
Warrants |
1,650,000,000 |
0.01p |
10 February 2011 - 31 March 2016 2016 |
On 10 February 2011 the Company granted warrants to Grandinex International Corp (up to 800,000,000 Ordinary shares), Cantor Fitzgerald Europe (up to 700,000,000 Ordinary shares), N. Nelson (up to 75,000,000 Ordinary shares), and S. Moloney (up to 75,000,000 Ordinary shares), at an exercise price of 0.01p per share, exercisable at any time up to 31 March 2016.
RARE MINERALS PLC
11 SHARE BASED PAYMENTS
Equity-settled share option plan
The Company plan provides for a grant price equal to the average quoted market price of the Company's shares on the date of grant. The warrants will not normally be exercisable during a closed period and, furthermore, can only be exercisable if the performance conditions are satisfied.
Warrants which have vested immediately before either the death of a participant or his ceasing to be an eligible employee by reason of injury, disability, redundancy, retirement or dismissal (otherwise than for good cause) shall remain exercisable (to the extent vested) for 12 months after such cessation, and all non-vested options shall lapse.
|
The details of the warrants are as follows: |
||
|
|
2011 |
|
|
|
Number of Options |
Weighted Average Exercise Price |
|
|
|
Pence |
|
Outstanding at beginning of period |
- |
- |
|
Granted during the period |
1,650,000,000 |
0.01 |
|
Exercised during the period |
- |
- |
|
|
─────── |
─────── |
|
Outstanding at the end of the period |
1,650,000,000 |
0.01 |
|
|
═══════ |
═══════ |
|
The fair values of the options granted have been calculated using Black-Scholes model assuming the inputs shown below:
|
||
|
Grant date |
February 2011 |
|
|
Number of warrants granted |
1,650,000,000 |
|
|
Share price at grant date |
0.01p |
|
|
Exercise price at grant date |
0.01p |
|
|
Option life |
5 years |
|
|
Risk free rate |
4.43% |
|
|
Expected volatility |
20% |
|
|
Expected dividend yield |
0% |
|
|
Fair value of option |
0p |
|
|
|
═══════ |
|
The Company has not recognised any expenses related to equity-settled share based payment, as the fair value is nil at the date of grant.
RARE MINERALS PLC
12. SHARE PREMIUM ACCOUNT
|
Period from 18 January 2011 to 31 December 2011 |
|
|
|
£ |
|
Premium on shares issued in the period |
925,833 |
|
|
------------------------------------ |
|
Balance carried forward |
925,833 |
|
|
==================================== |
13. PROFIT AND LOSS ACCOUNT
|
Period from 18 January 2011 to 31 December 2011 |
|
|
|
£ |
|
Loss for the financial period |
(64,266) |
|
|
------------------------------- |
|
Balance carried forward |
(64,266) |
|
|
=============================== |
14. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
|
Period from 18 January 2011 to 31 December 2011 |
|
|
|
£ |
|
Loss for the financial period |
(64,266) |
|
New equity share capital subscribed |
214,167 |
|
Premium on new share capital subscribed |
925,833 |
|
|
---------------------------------------------- |
|
|
1,140,000 |
|
|
---------------------------------------------- |
|
Net addition to shareholders' funds |
1,075,734 |
|
|
---------------------------------------------- |
|
Closing shareholders' funds |
1,075,734 |
|
|
============================================== |
15 CAPITAL COMMITMENTS
The Company has no capital commitments at the year end.
16 FUTURE OPERATING LEASE COMMITMENTS
There are no material operating lease commitments at the balance sheet date.
17 CONTROL
The Company is controlled by S. Moloney and N. Nelson.
18. RELATED PARTY TRANSACTIONS
During the period, an amount of £8,125 was charged to the company by Shipleys LLP, a partnership in which S. Moloney is a member. The charges related to the provision of accounting services. During the period, an amount of £7,222 was charged to the company by Hansard Communications Limited, a company in which N. Nelson is a Director. The charges related to the provision of public relation services. Charges made for services from Shipleys LLP and Hansard Communications Limited are considered to have been made on an arms-length basis.
RARE MINERALS PLC
19. NOTES TO THE CASH FLOW STATEMENT
RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM
OPERATING ACTIVITIES
|
Period from 18 January 2011 to 31 December 2011 |
|
|
|
£ |
|
Operating loss |
(66,066) |
|
Increase in debtors |
(12,308) |
|
Increase in creditors |
1,524 |
|
|
------------------------------- |
|
Net cash outflow from operating activities |
(76,850) |
|
|
=============================== |
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
|
Period from 18 January 2011 to 31 December 2011 |
|
|
|
£ |
|
Interest received |
1,800 |
|
|
---------------------------------------------- |
|
Net cash inflow from returns on investments and servicing of finance |
1,800 |
|
|
========================== |
FINANCING
|
Period from 18 January 2011 to 31 December 2011 |
|
|
|
£ |
|
Issue of equity share capital |
214,167 |
|
Share premium on issue of equity share capital |
925,833 |
|
|
---------------------------------------------- |
|
Net cash inflow from financing |
1,140,000 |
|
|
========================== |
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
|
|
31 Dec 11 |
|
|
£ |
|
Increase in cash in the period |
1,064,950 |
|
|
---------------------------------------------- |
|
Movement in net funds in the period |
1,064,950 |
|
|
========================== |
|
Net funds at 18 January 2011 |
- |
|
|
---------------------------------------------- |
|
Net funds at 31 December 2011 |
1,064,950 |
|
|
========================== |
RARE MINERALS PLC
19. NOTES TO THE CASH FLOW STATEMENT (continued)
ANALYSIS OF CHANGES IN NET FUNDS
Net cash:
|
|
At |
Cash flows |
At 31 Dec 2011 |
|
|
£ |
£ |
£ |
|
Cash in hand and at bank |
- |
1,064,950 |
1,064,950 |
|
|
---------------------------------------------- |
---------------------------------------------- |
---------------------------------------------- |
|
Net funds |
- |
1,064,950 |
1,064,950 |
|
|
============================================== |
============================================== |
============================================== |
RARE MINERALS PLC
MANAGEMENT INFORMATION
PERIOD FROM 18 JANUARY 2011 TO 31 DECEMBER 2011
The following pages do not form part of the statutory financial statements
which are the subject of the independent auditor's report .
RARE MINERALS PLC
DETAILED PROFIT AND LOSS ACCOUNT
PERIOD FROM 18 JANUARY 2011 TO 31 DECEMBER 2011
OVERHEADS
|
|
£ |
|
Administrative expenses |
(66,066) |
|
|
------------------------------- |
|
OPERATING LOSS |
(66,066) |
|
Bank interest receivable |
1,800 |
|
|
------------------------------- |
|
LOSS ON ORDINARY ACTIVITIES |
(64,266) |
|
|
=============================== |
RARE MINERALS PLC
NOTES TO THE DETAILED PROFIT AND LOSS ACCOUNT
PERIOD FROM 18 JANUARY 2011 TO 31 DECEMBER 2011
ADMINISTRATIVE EXPENSES
General expenses
|
|
£ |
£ |
|
Admission Costs |
37,653 |
|
|
Accounts Production Fees |
11,125 |
|
|
Listing Fees |
6,589 |
|
|
Advisory Fees |
9,222 |
|
|
Announcement Fees |
657 |
|
|
Registrar's Fees |
820 |
|
|
|
|
--------------------- |
|
|
|
66,066 |
|
|
|
------------------------------- |
|
|
|
66,066 |
|
|
|
=============================== |
INTEREST RECEIVABLE
|
|
£ |
|
Bank interest receivable |
1,800 |
|
|
========================== |
Enquiries:
|
Cubitt Consulting (Financial PR) |
|
Phone |
|
Cebuan Bliss |
cebuan.bliss@cubitt.com |
+44 (0) 207 367 5100 |
This information is provided by RNS
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