Interim Results

Landore Resources Limited 25 August 2005 24 August 2005 Landore Resources Limited (the 'Company') Interim Results for the Period from 16 February to 30 June 2005 General The following discussion of performance, financial condition and future prospects should be read in conjunction with the interim consolidated financial statements of the Company and notes thereto for the period from 16 February 2005 to 30 June 2005. All amounts are stated in GB Sterling. Overview Landore Resources Limited is listed on the Alternative Investment Market ('AIM') and its subsidiary Landore Resources Canada Inc. is engaged in the exploration and development of a portfolio of precious and base metal properties in North America. On 6 April 2005, the Company listed on AIM and completed the following: â€¢Fund raising of Â£2 million at 7p per share by the issue of 28,571,429 Ordinary shares, full details are set out in a press release, which can be viewed on the company's website, www.landore.com â€¢The court approved arrangement with Landore Resources Inc. Pursuant to the Arrangement a further 57,309,879 Ordinary shares were issued to shareholders of Landore Resources Inc. Full details of the arrangement were set out in a management information circular dated 21 February 2005. Results of Operations These financial statements for the period 16 February to 30 June 2005 are the first consolidated financial statements. The financial results show a loss of Â£3,878,153 for the period (7p loss per share). This loss is after writing off goodwill of Â£3,386,878 which arose on the acquisition of Landore Resources Canada Inc. The directors consider that this treatment is very prudent and at this stage do not want to attribute values to individual exploration properties until significant resources have been identified.Exploration costs during the period amounted to Â£313,989. Administrative expenses during the period amounted to Â£198,442. Mineral Exploration Activities The Group's main operations consist of exploration programmes on the Miminiska Lake and Junior Lake - Lamaune Lake properties located 430 km northeast and 250km north of Thunder Bay, Ontario, respectively. Miminiska Lake The recently completed drilling campaign has succeeded in providing the depth extension of the targeted mineralized zones to a vertical depth of up to 250 metres with high grade gold being intersected in most holes. These results continue to reveal an abundance of gold in the project area. Consequently a detailed review of all the drill hole data is being carried out and exploration will continue. Junior Lake - Lamaune Lake A 3,500 metre diamond drilling programme has recently been completed, to test the emerging mineral occurrences which had been identified in recent geological surveys. All the samples are now with the assay laboratory and results are awaited for full interpretation. A further report will be issued in due course when these results are available. West Graham Property On 3 August 2005 a press release was issued which gave details of an option / joint venture agreement with First Nickel Inc. whereby that company may acquire a 70% in this property in return for a cash payment of C$150,000 and exploration and development expenditure of C$6 million over a four year period. Critical Accounting Estimates Critical accounting estimates used in the preparation of the financial statements include the Company's estimate of recoverable value on its mineral properties as well as the value of stock-based compensation. Both of these estimates involve considerable judgment and are, or could be, affected by significant factors that are out of the Company's control. The factors affecting stock-based compensation include estimates of when stock options might be exercised and the stock price volatility. The timing for exercise of options is out of the Company's control and will depend, among other things, upon a variety of factors including the market value of the Company's shares and financial objective of the holders of the options. The Company has used historical data to determine volatility in accordance with Black-Scholes modelling, however the future volatility is inherently uncertain and the model has its limitations. While these estimates can have a material impact on the stock-based compensation and hence results of operations, there is no impact on the Company's financial condition. Accounting Policies The Company has adopted accounting policies which are in line with International Financial Reporting Standards. A full set of these policies are included in the financial statements. Use of Financial Instruments The Company has not entered any specialised financial agreements to minimise its investment risk, currency risk or commodity risk. There are no off-balance sheet arrangements. The principal financial instruments affecting the Company's financial condition and results of operations is currently its cash and short-term money market investments. Forward Looking Statements The above contains forward looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Factors that could cause such differences include: changes in world gold markets, equity markets, costs and supply of material relevant to the mining industry, change in government and changes to regulations affecting the mining industry. Although we believe the expectations reflected in our forward looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements. UNAUDITED CONSOLIDATED INCOME STATEMENT FOR THE PERIOD 16 FEBRUARY TO 30 JUNE 2005 Period ended 30 June 2005 Notes Â£ Exploration costs 2 313,989 Administrative expenses 198,442 Impairment of goodwill 4 3,386,878 -------- Operating loss 3,899,309 Finance income (21,156) -------- Loss before income tax 3,878,153 Income tax expense 1 - -------- Loss for the period 3,878,153 ======== Attributable to: Equity holders of the Company 3,878,153 ======== Earnings per share for profit attributable to the equity holders of the Company during the year - basic 3 (Â£0.07) -------- - diluted 3 (Â£0.07) ======== The Group's operating loss relates to continuing operations. UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD 16 FEBRUARY TO 30 JUNE 2005 Period ended 30 June 2005 Â£ Loss for the financial year (3,878,153) Translation adjustment on consolidation 16,072 -------- Net loss recognised directly in equity (3,862,081) Issue of ordinary share capital 858,813 Share premium arising on issue of ordinary share capital 5,152,877 Issue costs (418,041) -------- Net increase in shareholders' funds 1,731,568 Opening shareholders' funds - -------- Closing shareholders' funds 1,731,568 -------- UNAUDITED CONSOLIDATED BALANCE SHEET 30 JUNE 2005 Group Notes As at 30 June 2005 Â£ Assets Non current assets Property, plant and equipment 41,804 Goodwill 4 - -------- 41,804 -------- Current assets Trade and other receivables 25,145 Cash and cash equivalents 1,958,398 -------- 1,983,543 -------- Total assets 2,025,347 -------- Equity Capital and reserves attributable the Company's equity holders Share capital 5 858,813 Share premium 6 4,734,836 Retained earnings 6 (3,878,153) Cumulative translation adjustment 16,072 -------- Total equity 1,731,568 -------- Liabilities Current liabilities Trade and other payables 293,779 -------- 293,779 -------- Total liabilities 293,779 -------- Total equity and liabilities 2,025,347 ======== UNAUDITED CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD 16 FEBRUARY TO 30 JUNE 2005 Period ended 30 June 2005 Notes Â£ Cash flows from operating activities Cash generated from operations 7 (307,292) Cash flows from investing activities Acquisition of subsidiary, net of cash acquired 693,642 Purchases of property, plant and equipment (25,818) -------- 667,824 Cash flows from financing activities Issue of ordinary share capital 2,000,000 Issue costs (418,043) -------- 1,581,957 Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period - Exchange gains on cash and cash equivalents 15,909 -------- Cash and cash equivalents at end of period 1,958,398 ======== ACCOUNTING POLICIES FOR THE PERIOD ENDED 30 JUNE 2005 Basis of accounting The financial statements have been prepared in accordance with those International Financial Reporting Standards ('IFRS') standards and International Financial Reporting Interpretations Committee ('IFRIC') interpretations issued and effective or issued and early adopted as at the time of preparing these financial statements (July 2005). The financial statements have not been audited and have been prepared on the historical cost basis. The principal accounting policies adopted are set out below. Interim financial statements The company has chosen to adopt International Accounting Standard 34, Interim Financial Reporting, in preparing these interim financial statements. The IFRS standards and IFRIC interpretations that will be applicable at 31 December 2005, including those that will be applicable on an optional basis, are not known with certainty at the time of preparing these interim financial statements. Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 30 June 2005. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. discount on acquisition) is credited to the income statement in the period of acquisition. The results of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. 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. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Goodwill Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and is not subsequently reversed. On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Deferred exploration expenditure When the group has incurred expenditure on mining properties that have not reached the stage of commercial production the costs of acquiring the rights to such properties, and related exploration and development costs, are deferred where the expected recovery of costs is considered probable by the successful exploitation or sale of the asset. Full provision is made in respect of deferred costs on properties in the case that insufficient exploration has taken place to ascertain future recoverability. Where mining properties are abandoned, the deferred expenditure is written off in full. Foreign currencies Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on retranslation are included the income statement for the period, except for exchange differences arising on non-monetary assets and liabilities where the changes in fair value are recognised directly in equity. On consolidation, the assets and liabilities of the Group's overseas operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period unless exchange rates fluctuate significantly. Exchange differences arising, if any, are classified as equity and transferred to the Group's translation reserve. Such translation differences are recognised as income or as expenses in the period in which the operation is disposed of. Profit/loss from operations Loss from operations is stated before investment income and finance costs. Property, plant and equipment Property, plant and equipment are stated at cost less provision for depreciation. Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost of each asset less its estimated residual value evenly over its estimated useful life, as follows: Computer hardware - 30% on cost Computer software - 100% on cost Office equipment - 20% on cost Automotive equipment - 30% on cost Machinery and equipment - 20% on cost Non-current investments Non-current investments relate to the company's investments in subsidiaries and are stated at cost less provision for any diminution in value. At 30 June 2005 the company owned the entire share capital of Landore Resources Canada Inc., a company incorporated in Canada and Landore Resources (UK) Limited, a company incorporated in Great Britain. Taxation The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in 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. Critical accounting estimates and judgements Management makes various estimates and assumptions in determining the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenue and expenditure in the period. Changes in estimates and assumptions may occur based on additional information and the occurrence of future events. Actual results could differ from those estimates. Share-based payments The Group has applied the requirements of IFRS 2 Share-based Payments. In accordance with the transitional provisions, IFRS 2 has been applied to all grants of equity instruments after 7 November 2002 that were unvested as of 1 January 2005. The Group issues equity-settled and cash-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. Fair value is measured by use of a binomial model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. A liability equal to the portion of the goods or services received is recognised at the current fair value determined at each balance sheet date for cash-settled share-based payments. Financial instruments Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument. Cash and cash equivalents The fair value of cash and cash equivalents is considered to be their carrying amount due to their short term maturity. Financial liability and equity Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Bank borrowings Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis to the income statement using effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. Trade payables Trade payables are not interest bearing and are stated at their nominal value. Equity instruments Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. NOTES TO THE UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2005 1. Income tax expense Landore Resources Limited is a Guernsey registered company and is eligible for exemption from income tax in Guernsey under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 as amended. An annual fee of Â£600 is paid in this respect. The Company's subsidiary, Landore Resources Canada Inc., is subject to Canadian federal tax. No tax has been provided in these interim accounts due to losses incurred by that company to date. 2. Exploration expenditure and mineral properties Accumulated 1 April Expenditure expenditure 2005 in period 30 June 2005 Â£ Â£ Â£ Miminiska Lake 1,117,599 12,537 1,130,137 Junior Lake 474,582 68,064 542,646 Frond Lake 33,917 - 33,917 Wottam 60,128 - 60,128 Auden 70,102 - 70,102 Lamaune 68,953 165,776 234,729 Seeley Lake - 68,583 68,583 Other 11,260 (971) 10,288 -------- -------- -------- 1,836,541 313,989 2,150,530 ======== ======== ======== Mineral properties at 1 April 2005 represent accumulated costs to date incurred by Landore Resources Canada Inc., a subsidiary of Landore Resources Limited. On acquisition of Landore Resources Canada Inc. on 5 April 2005 the fair value of those costs incurred to date was considered to be Â£Nil (see note 8). All subsequent expenditure in the period has been charged to the income statement in accordance with the group accounting policy. 3. Loss per share The loss per share is based on the loss for the period and the weighted number of ordinary shares in issue. 30 June 2005 Â£ Loss for period 3,878,153 --------- Weighted average number of shares 54,476,950 --------- In calculating diluted earnings per share, share options and warrants have been considered to be non-dilutive. 4. Goodwill Goodwill of Â£3,386,878 arose on the acquisition of Landore Resources Canada Inc. as detailed in note 8. The directors consider that a full provision against the carrying value of the goodwill is necessary as it is not yet known with certainty whether the underlying assets to which the goodwill relates, being the investment in Landore Resources Canada Inc., will generate future cash flows. This is dependent upon the discovery and successful commercial exploitation of mineral properties in North America. 5. Share capital Company 2005 Â£ Authorised: 250,000,000 deferred shares of 1pence each 2,500,000 ======== Ordinary shares Total 2005 2005 Â£ Â£ At 16 February 2005 2 ordinary shares of 1 pence each - - Issue of 85,881,310 ordinary shares of 1 pence each 858,813 858,813 -------- -------- At 30 June 2005 858,813 858,813 ======== ======== 6. Reserves Share Profit premium and loss Â£ Â£ Group At 16 February 2005 - - Premium on shares issued in the year 5,152,877 - Cost of issue (418,041) - Loss for the year - (3,878,153) -------- -------- At 30 June 2005 4,734,836 (3,878,153) ======== ======== 7. Cash generated from operations 30 June 2005 Â£ Operating loss (3,878,153) Impairment of goodwill 3,386,878 Depreciation of property, plant and equipment 5,091 Decrease in receivables 5,684 Increase in payables 173,208 -------- Net cash outflow from operating activities (307,292) -------- 8. Fair value of subsidiary company acquired Fair value of net Net assets Fair value assets acquired adjustments acquired Â£ Â£ Â£ Cash and cash equivalents 693,642 - 693,642 Receivables 22,315 - 22,315 Mineral properties 1,836,541 (1,836,541) - Property, plant and equipment 21,810 - 21,810 -------- -------- -------- 2,574,308 (1,836,541) 737,767 Liabilities (112,953) - (112,953) -------- -------- -------- Net assets 2,461,355 (1,836,541) 624,814 ======== ======== ======== Consideration paid: Securities issued on a one for one exchange of existing securities of Landore Resources Canada In 4,011,692 -------- Goodwill on acquisition 3,386,878 ======== 9. Foreign exchange The directors consider the functional currency of Landore Resources Limited to be GB Sterling and the functional currency of the main trading subsidiary, Landore Resources Canada Inc., to be Canadian Dollars. The directors have adopted a presentational currency of GBSterling for the accounts and the results of Landore Resources Canada Inc. have been translated into GB Sterling using the following exchange rates: 31 March 2005 2.286 C$/Â£ 30 June 2005 2.195 C$/Â£ Average rate 2.241 C$/Â£ This information is provided by RNS The company news service from the London Stock Exchange

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