Replacement : Final Results

RNS Number : 5459A

Rare Earth Minerals PLC

02 April 2012

 



2^nd April 2011

Further to the announcement on 30 March 2012 of the Company's final results, the RNS contained one inconsistency with the published final results, relating to the fair valuation of the marketable securities. The numbers and text which have been changed as a result of the inconsistency have been underlined in the corrected RNS. The corrected RNS set out below is now consistent with the final result sent to the shareholders after published final results.

Rare Earth Minerals plc (formerly Zest Group plc)

Final Results

for the fifteen months ended 31 December 2011

Chairman's Statement

I present the results of the Group for the 15 months ended 31 December 2011. 

Rare Earth Minerals ('The Company') has continued to pursue its investment strategy, as approved by the shareholders in November 2010, to acquire a diverse portfolio of direct and indirect interests in exploration and producing Rare Earth Minerals and/or Metals projects and assets. In light of the nature of the assets and projects which are the focus of the investment strategy, the Company has considered investment opportunities anywhere in the world. The period has seen substantial progress and the Company has now implemented the investment policy adopted by shareholders.

A copy of the Report and Accounts are being sent to shareholders today and a copy is available on the Company's website at www.rareearthmineralsplc.com.

INVESTMENTS

Acquisition of Interest in Greenland Minerals and Energy Ltd

In December 2011, the Company announced that it had acquired 1.27m shares in Greenland Minerals and Energy Ltd ('Greenland Minerals'), the ASX listed company. The shares were acquired for cash through the market and the purchase consideration was £515,427 and represent approximately 0.31% of the share capital of Greenland Minerals.

Greenland Minerals and Energy Ltd, is a mineral exploration and development company, focused on unlocking the mineral riches of Greenland, one of the world's last natural resource frontiers. Its flagship project is Kvanefjeld, a giant multi-element deposit (Rare Earth Elements-uranium-zinc) located near the southwest tip of Greenland. Pre-feasibility studies indicate that the vast resources could sustain a large-scale, economically-robust mining operation.

Greenland Minerals announced a JORC compliant resource update on the Kvanefjeld project with a total resource of 619 Mt including indicated resources of 437 Mt (U3O8 cut-off 150 ppm). Total resource contained metal inventory is 6.6 Mt TREO (Total Rare Earth Oxide - including 0.24 Mt heavy REO, 0.53 Mt Y2O3), 350 Mlbs U3O8 and 1.36 Mt Zn. Near surface, higher grade zones were defined (350 ppm U3O8 cut-off), including 122 Mt @ 1.4% TREO (0.05% heavy REO, 0.12% Y2O3) and U3O8 resource of 404ppm.

Acquisition of Interest in Western Australian Properties

The Company announced in early December 2011 that it had completed an agreement (the "Agreement") with Camelot Trust Corporation Limited ("Camelot") whereby the Company has acquired the entire issued share capital of Mojito Resources Limited which owns a 30% interest in the Yangibana rare earth project ("the Project") situated in the Gascoyne region of Western Australia.

The Project is centred on narrow, discontinuously outcropping ironstone dykes that have been shown to carry anomalous rare earths associated with monazite mineralisation. The rare earths comprise 15 elements with atomic numbers between 57 and 71, plus scandium and yttrium. The heavy rare earth oxides comprise the oxides of europium, gadolinium, terbium, dysprosium, holmium, erbium, thulium, ytterbium, lutetium and yttrium. The light rare earth oxides comprise the oxides of lanthium, cerium, praseodymium, neodymium and samarium.

Hastings Rare Metals Limited is the manager of the Project and holds a 60% interest. The Project has the potential to increase possible resources by additional drilling along strike in the oxide zone at selected sites and at depth in the as yet largely untested primary zone of the dykes. The ironstone dykes at Yangibana are the weathered surface expressions of ferrocarbonatite dykes which along with the associated fenitic alteration are considered to be sourced from an as yet undiscovered carbonatite intrusion which might have significant rare earth potential.

The consideration payable under the Agreement for the acquisition is £380,000 payable in cash and 250,000,000 ordinary shares in the issued share capital of the Company representing 17.3% of the issued share capital of the Company as at the date of their issue.

Acquisition of Interest in Cup Lake Rare Earth Project in Canada

The Company announced in July 2011 that it had completed the conditions precedent under the agreement announced on 4 May 2011 and now had a 51% beneficial interest in 5 claims comprising the Cup Lake Project in Saskatchewan, Canada.

The claims are situated in the Mudjatik domain, an area which has seen several periods of intensive exploration activity and hosts many interesting mineral showings. The claims consist of 3 separate groups totalling approximately 4,855 hectares in area. They are located in north central Saskatchewan and range from 5 to 16 kilometres west of a major highway and power facilities.

During the 1950's exploration was concentrated only on the accessible and mapped areas of the time. The focus was solely for uranium and was met with some success as uraninite showings were identified in numerous instances. In the 1960's exploration surged again, this time prospecting centered around the search for base metals and much of the area was flown with geophysical surveys. Drilling was undertaken and some anomalous nickel assays were obtained in core assays.

It was during these periods of exploration for other minerals that the potential for rare earth elements ("REE") was revealed. Monazite and allanite bearing porphyry dykes and irregular masses up to 30 feet wide were discovered, both have the potential for hosting heavy rare earth elements. Occurrences such as these suggest there may be sufficient mineralization in the area to support complex pegmatites hosting many types of rare earths. Drill and assay results seeking uranium and base metals also reported niobium and tantalum mineralization associated with uranium occurrences in pegmatites.

The Company announced in October 2011 that it had received results from detailed follow-up sampling undertaken in August on one of the rare earth mineral showings located by its initial exploration program conducted in July on the Cup Lake Rare Earth Project located in Saskatchewan, Canada.

Initial work conducted during July, 2011 was successful in locating two areas of rare earth mineralization on the claims at Cup Lake and at Schmitz Lake.

The Cup Lake occurrence consists of a varied succession of Aphebian age metasediments and intercalated metavolcanics. A grab sample from an old trench at this site analysed 7.5% weight total rare earth elements ("TREE"), equivalent to 8.78% total rare earth oxides* ("TREO"), i.e. lanthanum 1.94%; cerium 3.56%; praseodymium 0.393%; neodymium 1.28%; samarium 0.173%; europium 0.005%; gadolinium 0.091%; terbium 0.009%; dysprosium 0.03% and erbium 0.017%.

The August follow-up work focused on the Cup Lake occurrence. A diamond saw was utilized to cut samples out of bedrock. The samples were taken over 0.5 metre intervals and the saw cuts were approximately 10 centimetres wide and 10 centimetres deep. A total of 20 samples were collected from the trench sampled in July and known as the "Rod" trench. In addition, another trench, known as the "George" trench and located 75 metres south of the Rod trench, was also systematically sampled by saw-cutting (14 samples).

Samples were taken to Saskatchewan Research Council's laboratory in Saskatoon for processing and analysis. Analysis was performed using ICP-MS technique with analyses reported in parts per million (ppm); these were then converted into weight present and these in turn converted rare earth oxide equivalent percentages. Analytical results indicate that for the Rod trench total rare earth oxides range from 0.006 to 1.27%. Out of the 20 samples, 6 have significant concentrations of rare earths with TREO ranging from 0.12 to 1.27%, in particular 3 contiguous samples average 0.68% TREO. For the George trench, results range from 0.005 to 1.23% TREO's. Out of these 14 samples, 4 have significant TREO values that range from 0.15 to 1.23% TREO's; two contiguous samples average 0.98% TREO's.

Trench	No of Samples	Average TREO%
ROD	20	0.17
Including	3	0.67
including	1	1.27
GEORGE	14	0.18
Including	2	0.98
including	1	1.23
ROD & GEORGE	34	0.18

The sample results are consistent with previous results. Although the erratic high value of one of the grab samples was not duplicated by the more systematic saw-cut sampling, results do indicate a significant rare earth mineralized zone occurs at the Cup Lake showing.

*TREO or total rare earth oxides consist of: La2O3, Ce2O3, Pr2O3, Nd2O3, Sm2O3, Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Tm2O3, Yb2O3, Lu2O3 and HfO2 for the purposes of this release.

FINANCIAL RESULTS

The Group's loss for the period is £ 1.4 million (2010: £ 0.3 million). The increase in losses was due to increase administrative, legal and due diligence expenses associated with the Groups investments and other activities during the period.

OUTLOOK

Your Board is confident that the three investments made by the Company since it changed its investment strategy are both encouraging and potentially very rewarding. We will look to realise this potential over the future years in addition to continuing to review further investment opportunities.

The directors would like to take this opportunity to thank our shareholders, staff and consultants for their continued support.

INVESTING POLICY

The Company's investing policy is to acquire a diverse portfolio of direct and indirect interests in exploration and producing Rare Earth Minerals and/or Metals projects and assets. In light of the nature of the assets and projects which will be the focus of the Proposed Investing Policy, the Company will consider investment opportunities anywhere in the world.

The Directors have considerable experience investing, both in structuring and executing deals and in raising funds.  The Directors will use this experience to identify and investigate investment opportunities, and to negotiate acquisitions. Wherever necessary the Company will engage suitably qualified technical personnel to carry out specialist due diligence prior to making an acquisition or an investment. For the acquisitions which they expect the Company to make, the Directors may adopt earn-out structures, with specific performance targets being set for the sellers of the businesses acquired, and with suitable metrics applied.

The Company may invest by way of outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question. The Company's investments may take the form of equity, joint venture, debt, convertible instruments, licence rights, or other financial instruments as the Directors deem appropriate.

The Company may be both an active and a passive investor depending on the nature of the individual investments in its portfolio. Although the Company intends to be a long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held. There is no limit on the number of projects into which the Company may invest, nor the proportion of the Company's gross assets that any investment may represent at any time and the Company will consider possible opportunities anywhere in the world.

The Directors may offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including by way of example, and without limit, delays in collecting accounts receivable, unexpected changes in the economic environment and unforeseen operational problems. The Company may in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. There are no borrowing limits in the Articles. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.

There are no restrictions in the type of investment that the Company might make nor on the type of opportunity that may be considered other than set out in this policy.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
		15 months ended 31 December 2011	Year ended 30 September    2010
	Note	£000	£000
Administrative expenses		(1,438)	(284)
Total administrative expenses		(1,438)	(284)
Loss from operations		(1,438)	(284)
Loss before taxation		(1,438)	(284)
Taxation	3	-	-
Loss for the period from continuing activities		(1,438)	(284)
Loss after taxation and loss attributable to the equity holders of the company		(1,438)	(284)
Other  comprehensive income
Foreign exchange		25	-
Decrease in value of available for sale asset		(137)	-
Total comprehensive expenditure for the period		(1,550)	(284)
Loss per ordinary share (pence)
Basic and diluted	4	(0.14)p	(0.06)p

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
	Share capital	Share premium	Share based payment reserve	Available for sale reserve	Exchange reserve	Retained earnings	Total equity
	£000	£000	£000			£000	£000
At 1 October 2009	434	3,598	177	-	-	(4,342)	(133)
Share based payments	-	-	38	-	-	-	38
Issue of share capital	30	270	-	-	-	-	300
Transactions with owners	30	270	38	-	-	-	338
Loss for the period	-	-	-			(284)	(284)
Total comprehensive expenditure for the period	-	-	-	-	-	(284)	(284)
At 30 September 2010	464	3,868	215	-	-	(4,626)	(79)
Share based payments	-	-	411	-	-	-	411
Issue of share capital	97	3,158	-	-	-	-	3,255
Share issue costs	-	(160)	-	-	-	-	(160)
Transactions with owners	97	2,998	411		-	-	3,506
Loss for the period	-	-	-	-	-	(1,438)	(1,438)
Foreign exchange	-	-	-	-	25	-	25
Decrease in value of available for sale asset	-	-	-	(137)	-	-	(137)
Total comprehensive income/(expenditure) for the period	-	-	-	(137)	25	(1,438)	(1,550)
At 31 December 2011	561	6,866	626	(137)	25	(6,064)	1,877

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
		31 December 2011	30 September 2010
	Note	£000	£000
ASSETS
Non-current assets
Intangible assets	5	1,030	-
Available for sale assets		379	-
		1,409	-
Current assets
Trade and other receivables		266	17
Cash and cash equivalents		243	306
Total current assets		509	323
Total assets		1,918	323
LIABILITIES
Current liabilities
Trade and other payables		41	402
Total liabilities		41	402
EQUITY
Share capital		561	464
Share premium		6,866	3,868
Share based payment reserve		626	215
Available for sale reserve		(137)	-
Exchange reserve		25
Retained earnings		(6,064)	(4,626)
Total capital /(deficiency) attributable to equity holders of the Company		1,877	(79)
Total equity and liabilities		1,918	323

CONSOLIDATED CASH FLOW STATEMENT
		15 months ended 31 December 2011	Year      ended     30 September 2010
		£000	£000
Cash flows from operating activities
Loss after taxation		(1,438)	(284)
Depreciation of property plant and equipment		-	1
Amortisation of intangibles		43
Equity settled share based payments		411	38
(Increase)/decrease in trade and other receivables		(249)	(5)
(Decrease)/increase in trade and other payables		(361)	251
Net cash (outflow)/inflow from operating activities		(1,594)	1
Cash flows from investing activities
Purchase of licences		(73)	-
Purchase of subsidiary		(380)	-
Investment in AFS assets		(516)	-
Investment in exploration		(70)	-
Net cash inflow from investing activities		(1,039)	-
Cash flows from financing activities
Proceeds from issue of share capital		2,730	300
Share issue costs		(160)	-
Net cash inflow from financing activities		2,570	300
Net change in cash and cash equivalents		(63)	301
Cash and cash equivalents at beginning of period		306	5
Cash and cash equivalents at 31 December		243	306

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1             bAsis of preparation

The Group financial statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS).  The Company's shares are listed on the AIM market of the London Stock Exchange. 

The principal accounting policies of the Group, which have been applied consistently, are set out in the annual report and financial statements.

2             segmental information

An operating segment is a distinguishable component of the Group that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group's chief operating decision maker to make decisions about the allocation of resources and assessment of performance and about which discrete financial information is available.

The chief operating decision maker has defined that the Group's only reportable operating segment during the period is mining.

Subject to further acquisitions the Group expects to further review its segmental information during the forthcoming financial year.

The Group has not generated any revenues from external customers during the period.

In respect of the non-current assets, £589k (2010: £323k) arise in the UK, and £584k (2010: nil) arise in Greenland and £960k (2010: nil) arise in Australia.

3         Taxation - continuing operations

There is no tax credit on the loss for the current or prior period.

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

	15 months ended 31 December 2011	Year ended    30 September 2010
	£000	£000
Loss before tax	(1,438)	(284)
Loss multiplied by standard rate of corporation tax in the UK of 26% (2010: 28%)	374	(80)
Effect of:
Disallowable expenses	-	1
Overseas losses not recognised	(10)
Deferred tax asset not recognised	384	79
Current tax charge for period	-	-

The Group has tax losses in the UK, subject to Her Majesty's Revenue and Customs approval, of approximately £nil (30 September 2010: £3,763,000) available for offset against future operating profits.  The Group has not recognised any deferred tax asset in respect of these losses, which would amount to £nil (30 September 2010: £1,016,000) due to there being insufficient certainty regarding its recovery.

Following the operational decision to exit the music business and focus on investing in mining operations, all brought forward tax losses relating to the music business are no longer available for offset against future operating profits.

4         LOSS PER SHARE

The calculation of the basic loss per share is calculated by dividing the consolidated loss attributable to the equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

	15 months ended 31 December 2011	Year ended 30 September 2010
	£000	£000
Loss attributable to equity holders of the Group
Continuing operations	(1,438)	(284)
	(1,438)	(284)

	2011	2010
	Number	Number
Weighted average number of shares for calculating loss per share	1,046,704,389	442,208,091

The impact of the share options are  anti dilutive.

5         INTANGIBLE ASSETS

	Exploration costs	Goodwill	Licences	Total
	£000	£000	£000	£000
Cost
At 1 October 2009 and 30 September 2010	-	-	-	-
Additions	70	691	73	834
Acquisition	-	-	214	214
Foreign exchange gains	-	20	5	25
At 31 December 2011	70	711	292	1,073
Amortisation
At 1 October 2009 and 30 September 2010	-	-	-	-
Charged in the period	-	-	(43)	(43)
At 31 December 2011	-	-	(43)	(43)
Net book value at 31 December 2011	70	711	249	1,030
Net book value at 1 October 2009 and 30 September 2010	-	-	-	-

On 4 May 2011 the group entered into an agreement to acquire interests in 5 claims in Saskatchewan, Canada, as part of the Cup Lake Syndicate. Consideration paid totalled £37k.

During the period the Group incurred expenses which were in relation to the application of several prospecting licenses in Greenland, these costs have been capitalised under IFRS 6 and amount to £33k.

On 1 December 2011 the Group acquired 100% of the shares in Mojito Resource Limited, a Company registered in British Virgin Islands, which has a 30% interest in the Yangibana rare earth project in Western Australia. Further information is given in note 16.

Goodwill of £691k arose on this acquisition, being the difference in the purchase price of £905k and the provisional fair value (£214k) of the licences within Mojito Resources Limited, being the only asset in the company.  The directors are continuing to review their provisional assessment of the fair value of the licences acquired although do not expect any material adjustment.The directors have therefore identified only one cash generating unit to which the goodwill is allocated.

As set out in the accounting policies on page 14 goodwill is reviewed annually or in the event of an indication of impairment. The recoverable amount of goodwill has been determined by the fair value less costs to sell.  The directors consider that there have been no changes in circumstances between acquisition on 1 December 2011 and 31 December 2011 that would give rise to an impairment charge.

At this stage the Feasibility Study has not been completed to fully assess the potential future cash flows of developing the area under licence. The directors, however, having given consideration to the past exploration of the Project which has identified nine individual occurrences of rare earth elements known to occur within the Project area consider that the goodwill is not impaired. Management's review of the recoverable amount is most sensitive to changes in the commodity prices of the underlying minerals and the existence of the rare earth elements within the Project Area.  Since the acquisition date there has been no significant fluctuation in the commodity prices of the underlying minerals or any material changes to the Project Area. The directors consider that no impairment is required at 31 December 2011. Further information in relation to the projects is contained within the Chairman's statement on pages 1 to 5.

Deferred tax has not been recognised on the intangible assets acquired as it is not material to the financial statements.

6         ACQUISITIONS

On 1 December 2011, the group acquired the entire issued share capital of Mojito Resources Limited, a company registered in the British Virgin Islands, from Camelot Trust Corporation Limited for consideration of £905k. The consideration was settled by £380k of cash and 250 million ordinary shares in Rare Earth Minerals plc, at a fair value of £0.0021 per share, being the market value of the shares at the date of acquisition. Following the transaction, Camelot Trust Corporation Limited owned 17.3% of the share capital of Rare Earth Minerals plc.  Mojito Resources Limited owns a 30% interest in the Yangibama Rare Earth Project situated in the Gascoyne region of Western Australia.

At acquisition Mojito Resources Limited owned 30% of 6 exploration licences relating to the Yangibama Rare Earth Project, there were no other identifiable assets or liabilities of the Company acquired.

In addition there is deferred contingent consideration of AUS$500,000.  At the date of acquisition the directors consider that this is unlikely to be paid and have therefore not provided for this in the financial statements.

Mojito Resources Limited has not contributed any profits or losses to the Group financial statements since acquisition.

Details of the Project and the background to the acquisition by the Group are included within the Chairman's statement on pages 1-5.

7         PUBLICATION OF NON-STATUTORY ACCOUNTS

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in section 434 of the Companies Act 2006.

The summarised consolidated statement of financial position at 31 December 2011 and the summarised consolidated statement of comprehensive income,  consolidated statement of changes in equity,  consolidated cash flow statement and associated notes for the period then ended have been extracted from the Group's 2011 statutory financial statements upon which the auditor's opinion is unqualified and does not include any statement under Section 498 of the Companies Act 2006.

The accounts for the period ended 31 December 2011 will be posted to shareholders and laid before the company at the Annual General Meeting the date of which will be advised shortly. Copies will also be available from  Rare Earth Minerals plc's Registered Office: Princes House Suite 3B, 38 Jermyn Street, London, SW1Y 6DN and via the website (www.rareearthmineralsplc.com) in accordance with AIM Rule 26.

Enquiries:

Rare Earth Minerals plc   David Lenigas   [phone] W.H. Ireland    James Joyce / Nick Field    [phone]

 

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