Final Results

RNS Number : 4335A

Athol Gold and Value Limited

20 March 2013

 



Athol Gold and Value Limited

("Athol" or "the Company")

Final Audited Results

For the year ended 31 December 2012

Dear Shareholders,

I am pleased to present the audited results of your Company for the year ended 31 December 2012.

OVERVIEW

During the year in question the Company's Net Asset Value per share declined from 0.33p as at 25 January 2012 to 0.14p as at 31 December 2012. This drop in value stemmed primarily from a decision taken late in 2011 to change the Company's investment mandate from a focus on metals and mining to a much broader and more general mandate. The Company's name was also changed from Athol Gold to Athol Gold & Value.

Following this decision, the investment portfolio became heavily weighted in illiquid companies, many of which were listed on what was then known as Plus Markets. There was also a disproportionate holding in Ascot Mining, a company which faced some difficult issues with its assets in Costa Rica, and which significantly underperformed the wider market.

Then, in the spring of 2012, Athol made an opportunistic bid for the assets of Commodity Watch, specifically Minesite.com and Oilbarrel.com, two websites specialising in coverage of junior resources companies.  However, shortly after the bid was made, the Company's investment manager resigned. The offer for Commodity Watch was withdrawn, and the Company requested repayment of the £575,000 refundable deposit that had been made to the owners of Commodity Watch, Rivington Street Holdings.

In July, Alastair Ford, who has been a leading London-based commentator on natural resources for more than ten years, and who is currently the editor of Minesite.com, was appointed as chief investment officer of Athol.

At that point it was agreed that a further change in the investment mandate was required, to return the Company to its earlier focus, and this was approved at an extraordinary general meeting held at the beginning of September.

At the same time it was agreed that the substantial portion of the illiquid stocks that had come into the Athol portfolio following the change of mandate in 2011 should be transferred out of the Company via an asset swap with Webb Capital, the Company's major shareholder, and also the holder of a significant portion of Athol Gold debt.  Accordingly it was agreed that Athol would take units in Webb funds in exchange for its illiquid assets, and on redemption of those units on an agreed and staged basis would use a substantial portion of the moneys raised to pay down that debt.  This agreement was implemented at the beginning of October.

In mid-September agreement was reached with Rivington Street Holdings for the refundable deposit of £575,000, relating to the aborted Commodity Watch acquisition, to be repaid in three instalments, together with interest at 7% per annum, and in early December, Athol received the third and final instalment from Rivington to complete the repayments due.

Accordingly, although the decline in Net Assets was deeply disappointing, Athol ended 2012 on a much surer footing than it entered it.  

FINANCIAL STATEMENTS

The Financial Statements are presented in the following pages.

The Company recorded a loss for the year of £2,264,000 (2011: £2,168,000).  

The loss per share was 0.21p (2011: 0.38p)  

During the year Athol's net assets declined from £3,147,000 to £1,611,000

PROSPECTS FOR 2013

The Company has entered 2013 with renewed optimism. Markets in the junior resources sector remain tough, but that also presents opportunities. We were early into the platinum space, ahead of the re-rating the sector enjoyed on the back of political and industrial problems in South Africa. And there will be other such opportunities. At the moment gold equities look oversold, as do explorers right across the commodities spectrum.

And although the structural problems in Europe remain, the economic news from China does seem to be brightening, albeit that the world will have to get used to slower growth rates than those we enjoyed in the last decade. Recent data showing increased Chinese exports points to the likelihood of more demand for the commodities in which Athol is invested, and in the long term that bodes well for an uplift in our Net Asset Value.

In the short-term though, it remains a stock-picker's market, and we are unlikely to see a major upturn across the board in junior resources until at least the autumn.

In the meantime, the Company continues to receive approaches from parties with unlisted vehicles looking for investment and/or an Aim listing. The board of Athol will consider each such proposal on its merits.

Finally, the Board of Athol has resolved that following the turbulent year we had in 2012, it would be appropriate to change the Company's name, and to adjust the share structure so that the shares can be priced more appropriately for a quoted company.  Accordingly, resolutions will be put to the shareholders at the AGM to approve the change of the Company's name to Mineral & Financial Investments Limited, and a share consolidation on a 1-for-100 basis.

Jennifer Allsop,

Chairman

Chief Investment Officer's Review

Since I was appointed Chief Investment Officer in July, the Company has commenced the process of reducing its exposure to illiquid stocks. Athol is now well into the process of realising cash from those assets via our agreement with Webb Capital, as outlined in the Company's announcement of 17 August 2012.

In addition, the Company sought and achieved the return of amounts owing from Rivington Street Holdings, with interest. This money is now being invested in accordance with our updated investment policy in the natural resources and energy sector, and as a result the catastrophic declines in net asset value that Athol suffered in 2011 and in the first half of 2012 have been stemmed.

That is not to say that further shocks relating to legacy assets may not be in store, but the Company's financial position is certainly a great deal more stable than it was a year ago.

During the past six months Athol has invested in a number of new opportunities. Sensing that the wind was changing in the platinum space the Company participated in a placing of Jubilee Platinum shares, and also took a position in Aquarius.

The Company also continues to be active in the gold space. We are long-term believers in the strength of gold, as currency wars continue to rage, paralysis in the Eurozone continues, Chinese demand picks up, supply continues to lag demand, interest rates remain low, and inflation looms.

With that in mind, Athol recently participated in a fundraising for Nyota Minerals and is already sitting on a small gain. The Company sees the current weakness in gold equities generally as presenting a buying opportunity, albeit that there might still be some weakness in the gold price ahead before strength returns to the market.

In base metals the outlook is more favourable, and the Company continues to be positive about our holdings in EMED mining and other companies exposed to the space.

Athol is continuing to seek opportunities in the oil and gas and uranium sectors.

A summary of the major holdings in Athol's portfolio follows:

SF Webb Capital Smaller Companies Growth Fund

Athol took a large position in the Growth fund as a result of the asset swap deal concluded with Webb Capital in October of last year. As outlined at the time, the rationale for the deal was to allow Athol to exit from non-core and illiquid investments, principally outside of the resources space, in a reasonable and orderly way. As a result, a series of staged redemptions of our units in the Growth fund has now commenced, the proceeds of which have been used to pay off substantial amounts of the debt that Athol has carried on its balance sheet for some time. These redemptions should complete in October of this year, as per our agreement with Webb Capital, at which point it is anticipated that Athol will no longer hold any units in the Growth Fund.

SF Webb Capital Smaller Companies Gold Fund

As a result of the October 2012 agreement with Webb Capital, the Company also took a significant stake in the Webb Gold Fund. Since it is in accordance with Athol's investment mandate to hold investments in the gold space, it was agreed with Webb Capital that Athol would be locked into its holding in the Gold Fund until October 2013. Accordingly we are holders of the Webb Gold Fund at least until then, and quite possibly for the longer-term too, as the portfolio is currently comprised of some of the more robust companies in the junior gold space.

Among the companies that Webb hold that look particularly attractive to us are Condor Gold, Minera IRL, Amara Mining and Archipelago Resources. Condor has just put out a positive preliminary economic assessment on its La India project in Nicaragua, Minera IRL has just raised C$15 million to continue work on developing its Ollachea project in Peru, Amara is progressing with work on all three of its major West African projects, and Archipelago's ramp up into mid-tier producer status is now complete. Also positioned strongly is Pan African Resources, which represents 4.23 per cent of the fund, notwithstanding the recent resignation of chief executive Jan Nelson.

Silvermere Energy

Athol holds a £330,000 loan note in Silvermere Energy and, notwithstanding that Silvermere has had a harder time than anticipated in bringing its I-1 well on stream, remains in close dialogue with the company as to likely further developments. Silvermere completed a small fundraising at the start of this year to tide it over, and most recently has just announced that it sold nearly 11.5 million cubic feet of gas in February alongside production of 1,845 barrels of oil, increases of 32 per cent and four per cent respectively month-on-month. The company understands that it is the intention of Silvermere to attempt to acquire another asset to give it critical mass, finance permitting, and will follow any such development with close interest.

Aquarius Platinum

The acquisition of our stake in Aquarius Platinum came as part of a wider appreciation that the platinum sector was oversold and looked ripe for recovery. And so it proved as the massacre at Lonmin's Marikana mine towards the end of last year reminded everyone how precarious the supply of platinum really is.

Aquarius has been weighed down somewhat by the anticipation in the market that it will need to raise new money at some stage, both to bring a new project back on stream, and to re-finance existing debt. Nonetheless, since we took our stake in Aquarius, just before the resignation and replacement of chief executive Stuart Murray, the value of our holding has increased by more than 10 per cent. We would anticipate further strength in the platinum space looking ahead.

Anglo Pacific

The value of our small investment in Anglo Pacific has improved modestly since we bought the shares on market back in the autumn of 2012. Anglo Pacific is London's only listed royalty specialist, and has a track record of success stretching back over two decades. Recently, however, Rio Tinto was forced to declare force majeure at the Kestrel mine in Australia, over which Anglo Pacific holds a significant royalty. This has held back Anglo Pacific's shares in a market that otherwise views the company as a safe haven in periods of uncertainty. But operations at Kestrel are now beginning to recover, and the benefits should flow through to Anglo Pacific.

Ascot Mining

Athol has now reduced the size of its stake in Ascot Mining by more than 66 per cent from its peak holding of 5.1 million shares. The decision to sell down our Ascot shares has largely been vindicated by the uncertainty which has continued to surround the company as it attempts to make a viable business of its projects in Costa Rica. Recent news about a stalled funding has hurt sentiment further, although investors will be pleased to know that the exit price achieved by Athol was at an average higher than the current price. Currently we hold 1.51 million Ascot shares, which comprises approximately three per cent of the portfolio.

Amara Mining

In common with many gold companies, Amara Mining has had a tricky few months as the gold price has fallen and investors have wondered where the capital for big projects is likely to come from. In Amara's case, the funding issue is less acute, partly because it is already in production from one of its projects, Kalsaka in Burkina Faso, and partly because a big backer has already made itself known in the shape of Samsung. Nonetheless, Amara has set itself a tight timetable as regards bringing a new source of ore into the Kalsaka plant, and there has been some market scepticism that it will achieve this, and hence a weaker share price. We remain strong advocates of the company, however, and believe it has one of the stronger management teams to be found on AIM.

Aureus Mining

Aureus has also suffered from negative sentiment in the gold space as a consequence of a falling gold price. However, the company is pressing on with development work at the New Liberty gold project in Liberia, with a view to achieving first production in 2014. Funding is not a pressing issue following the completion of an US$80 million raise at the end of last year, and we fully expect chief executive David Reading, a veteran in the space and in the region, to make a success of this one.

Carpathian Gold

Carpathian Gold is pressing on with the development of its Riacho dos Machados mine in Brazil, which is likely to come on stream later this year. Initially this will be a 100,000 ounce per year project with an eight year mine life, although the company is continuing to drill and further increases in the resource seem likely. If such increases do occur it could well be that output increases as well as mine life, since the company is building spare capacity into its plant. Meanwhile, in the background lies the multi-million ounce Rovina project in Romania, from which news is expected either at the end of the first quarter or in April. We remain buyers of Carpathian, on the anticipation of a production re-rating later in the year and positive progress at Rovina.

Chapel Down

Athol holds a £100,000 convertible loan note in Chapel Down, which pays a coupon of eight per cent. Athol does not regard this as a core holding, but will continue to retain the note either until a reasonable offer is made for it, or until expiry and conversion in 2014. The conversion price is currently in the money.

EMED Mining

The value of Athol's investment in EMED Mining has increased by around 25 per cent since we participated in a fundraising last autumn. EMED continues to make progress with its redevelopment plans for the famous old Rio Tinto mine in Spain, and nearly all regulatory and administrative hurdles have now been cleared. EMED plans to start plant construction this year, with a view to delivering first production in 2014 and then ramping up to an annualised 37,000 tonnes of copper-in-concentrate per year by the end of 2015.

Jubilee Platinum

Our investment in Jubilee Platinum has improved modestly since we participated in a fundraising last year, as part of a move into platinum-focussed equities. Jubilee has plenty on its plate, and has been apt to confuse investors with a plethora of different and complex projects. However, the nub of it is that following the acquisition of Platinum Australia, the company is now in the position independently to go from mining ore to producing platinum group metals, which is an almost unique position for a junior in the platinum space to be in. It also has its own power supply, and has been selling into the grid in South Africa for some months now. We are holders of Jubilee on the prospect of further strength in the platinum price.

Mwana Africa

Mwana's most recent news relates to an increased resource at its Zani-Kodo gold project in the east of the Democratic Republic of Congo. This looks good, but investors immediately discounted the value of the 2.6 million ounces at 2.4 grams per tonne on the basis of political risk. Having said that, other major gold projects are being developed in the region. Meanwhile, production has now resumed the Freda Rebecca mine in Zimbabwe, after a short hiatus following a non-fatal accident. Freda Rebecca is a good little gold mine that should provide Mwana with plenty of cash flow as it seeks to develop Zani, and its other major undertaking, the restart of the Bindura nickel mining and smelting complex, also in Zimbabwe. Nickel may not be the flavour of the month right now, but most analysts are agreed that the nickel price ought to strengthen in around 18 months or so. If that's the case, the timing could prove propitious for Mwana. We remain buyers of a company that has consistently proved itself capable of operating in some of the world's most difficult, and most discounted jurisdictions.

Northland Resources

Northland suffered a catastrophic cost blow-out at its Kaunisvaara iron ore project in Sweden that sent its local subsidiaries into administration. In a market that currently favours iron ore and iron ore projects, this is particularly disappointing, and our modest stake in Northland has now dropped significantly in value. However, the company is now shipping product out from the port of Narvik, so there is a real possibility of recovery once the local financial issues are resolved.

Nyota Minerals

The company recently acquired 950,000 shares in Nyota Minerals, after participating in a fundraising. Nyota is pressing ahead with its Tulu Kapi gold project in Ethiopia, and is now optimising feasibility work as it continues to negotiate with the Ethiopian government for a mining licence. The recent placing put £4 million into Nyota's coffers, and was noteworthy because major shareholders Centamin and Resource Capital Fund both participated in a big way. Athol is already sitting on a gain of around five per cent on this investment, less than one month on.

Sutherland Health

Around three per cent of the Athol portfolio is taken up with a legacy investment in Sutherland Health Group. The company regards this as non-core and will seek to dispose of this stake when a suitable opportunity presents itself.

Toro Gold

Toro Gold is developing the Mako gold project in Senegal, and has been adding ounces at a rapid rate. The company's management is dynamic and consists of experienced industry players with access to deep pools of capital. In due course Toro will list on a recognised exchange, at which point Athol may choose either to crystallize some value, or stay in for the development phase. Athol acquired 14,000 shares in Toro Gold, and the investment comprises around three per cent of the portfolio.

ZincOx

Sentiment towards the base metals has been weak over the past few months and shares in ZincOx have suffered accordingly. In addition certain issues with the ramp up of the company's Korea Recycling Plant knocked sentiment. But that ramp up is now progressing well and the company is on course to hit design capacity in the final quarter of 2013. Once the market sees clear evidence that the plant works, we are confident the shares will re-rate.

Alastair Ford

Chief Investment Officer

For further information please call:

Athol Gold and Value Limited
Jennifer Allsop	[phone]
Libertas Capital Corporate Finance Limited
Sandy Jamieson	[phone]

Athol Gold and Value Limited

Statement of Comprehensive Income

for the year ended 31 December 2012

		2012	2011
	Notes	£'000	£'000
Investment income		29	3
Net (losses)/gains on disposal of investments		(1,428)	103
Net change in fair value of investments		(622)	(1,982)
		(2,021)	(1,876)
Operating expenses		(197)	(276)
Operating loss	3	(2,218)	(2,152)
Finance cost	10	(46)	(16)
Loss before taxation		(2,264)	(2,168)
Taxation expense	5	-	-
Loss for the year from continuing operations and total comprehensive income, attributable to owners of the Company		(2,264)	(2,168)
Loss per share attributable to owners of the Company during the year from continuing and total operations:	6	Pence	Pence
Basic (pence per share)		(0.21)	(0.38)
Diluted (pence per share)		(0.21)	(0.38)

Athol Gold and Value Limited

Statement of Financial Position

as at 31 December 2012

		2012	2011
	Notes	£'000	£'000
CURRENT ASSETS
Financial assets	7	1,425	3,262
Trade and other receivables	8	17	73
Cash and cash equivalents		633	295
		2,075	3,630
CURRENT LIABILITIES
Trade and other payables	9	29	49
		29	49
NET CURRENT ASSETS		2,046	3,581
NON-CURRENT LIABILITIES
Convertible unsecured loan notes	10	435	434
		435	434
NET ASSETS		1,611	3,147
EQUITY
Share capital	11	2,859	1,543
Share premium		4,423	3,658
Shares to be issued		-	1,348
Loan note equity reserve	12	104	109
Capital reserve		15,736	15,736
Retained earnings		(21,511)	(19,247)
Equity attributable to owners of the Company and total equity		1,611	3,147

Athol Gold and Value Limited

Statement of Changes in Equity

for the year ended 31 December 2011

	Share capital	Share premium	Shares to  be issued	Loan note reserve	Capital  reserve	Accumulated losses	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2011	981	2,838	-	45	15,736	(17,088)	2,512
Loss for the year	-	-	-	-	-	(2,168)	(2,168)
Total comprehensive expense for the year	-	-	-	-	-	(2,168)	(2,168)
Share based payments	-	-	-	-	-	9	9
Issue of loan notes	-	-	-	100	-	-	100
Conversion of loan notes	145	-	-	(36)	-	-	109
Acquisition of share portfolio	-	-	1,348	-	-	-	1,348
Share issues	417	888	-	-	-	-	1,305
Share issue expenses	-	(68)	-	-	-	-	(68)
At 31 December 2011	1,543	3,658	1,348	109	15,736	(19,247)	3,147
Loss for the year	-	-	-	-	-	(2,264)	(2,264)
Total comprehensive expense for the year	-	-	-	-	-	(2,264)	(2,264)
Repayment of loan notes	-	-	-	(5)	-	-	(5)
Share issues	1,316	765	(1,348)	-	-	-	733
At 31 December 2012	2,859	4,423	-	104	15,736	(21,511)	1,611

Athol Gold and Value Limited

Statement of Cash Flows

for the year ended 31 December 2011

		2012	2011
		£'000	£'000
OPERATING ACTIVITIES
(Loss)/profit before taxation		(2,264)	(2,168)
Adjustments for:
Share based payment charge		-	9
Shares issued in settlement of directors remuneration		-	23
Shares issued in settlement of professional fees		35	93
Loss/(profit) on disposal of trading investments		1,428	(103)
Fair value loss/(gain) on trading investments		622	1,982
Investment income		(29)	(3)
Finance costs		46	16
Operating cashflow before working capital changes		(162)	(151)
Decrease in trade and other receivables		64	20
Decrease in trade and other payables		(20)	(5)
Net cash outflow from operating activities		(118)	(136)
INVESTING ACTIVITIES
Continuing operations:
Purchases of investments		(1,298)	(1,773)
Disposals of investments		1,775	875
Investment income		29	3
Net cash inflow/(outflow) from investing activities		506	(895)
FINANCING ACTIVITIES
Continuing operations:
Proceeds from share issues		-	862
Share issue expenses		-	(68)
Proceeds from issue of convertible loan notes		-	490
Redemption of convertible loan notes		(50)	-
Net cash (outflow)/inflow from financing activities		(50)	1,284
Net increase  in cash and cash equivalents		338	253
Cash and cash equivalents as at 1 January		295	42
Cash and cash equivalents as at 31 December		633	295

Athol Gold and Value Limited

Notes to the preliminary announcement

for the year ended 31 December 2012

1	general information
	The Company was incorporated as a Corporation in the Cayman Islands which does not prescribe the adoption of any particular accounting framework. The Board has therefore adopted International Financial Reporting Standards as adopted by the European Union (IFRSs). The Company's shares are listed on the AIM market of the London Stock Exchange.  The Company is an investment company, investing in natural resources, minerals, metals, and oil and gas projects.
	GOING CONCERN The Directors have prepared cash flow forecasts through to 30 June 2014 which assume no significant investment activity is undertaken unless sufficient funding is in place to undertake the investment activity.  The expenses of the Company's continuing operations are minimal and the cash flow forecasts demonstrate that the Company is able to meet these liabilities as they fall due.  On this basis, the Directors have a reasonable expectation that the Company has adequate resources to continue operating for the foreseeable future.  For this reason they continue to adopt the going concern basis in preparing the Company's financial statements.

2	OPERATING LOSS
		2012	2011
		£'000	£'000
	Loss from operations is arrived at after charging:
	Investment management fee	8	106
	Foreign exchange losses	-	5
	Auditors' remuneration:
	- fees payable to the Company's auditors and its   associates for the audit of the Company's financial   statements	13	12

3	TAXATION
	No provision has been made in respect of current taxation or deferred taxation as the Company is domiciled in the Cayman Islands and no corporation tax is applicable.

4	EARNINGS PER SHARE
	The basic and diluted earnings per share is calculated by dividing the profit/(loss) attributable to owners of the Company by the weighted average number of ordinary shares in issue during the year.
			2012	2011
			£'000	£'000
	(Loss)/profit attributable to owners of the Company
	- Continuing operations		(2,264)	(2,168)
	- Discontinued operations		-	-
			(2,264)	(2,168)
			2012	2011
	Weighted average number of shares for calculating basic earnings per share		1,087,086,528	566,723,074
	Weighted average number of shares for calculating fully diluted earnings per share*		1,087,086,528	566,723,074
			2012	2011
			pence	pence
	(Loss)/earnings per share from continuing and total operations
	- Basic (pence per share)		(0.21)	(0.38)
	- Fully diluted (pence per share)		(0.21)	(0.38)

* The weighted average number of shares used for calculating the diluted loss per share for 2011 and 2012 was the same as that used for calculating the basic loss per share as the effect of exercise of the outstanding share options was anti-dilutive.

5	FINANCIAL ASSETS
		2012	2011
		£'000	£'000
	1 January 2012 - Investments at fair value	3,262	2,869
	Cost of investment purchases	1,988	3,146
	Proceeds of investment disposals	(1,775)	(875)
	(Loss)/profit on disposal of investments	(1,429)	103
	Fair value adjustment	(621)	(1,981)
	31 December 2012 - Investments at fair value	1,425	3,262
	Categorised as:
	Level 1 - Quoted investments	981	3,073
	Level 3 - Unquoted investments	444	189
		1,425	3,262
	The Company has adopted fair value measurements using the IFRS 7 fair value hierarchy Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows: Level 1 - valued using quoted prices in active markets for identical assets Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included in Level 1. Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market criteria.

6	CONVERTIBLE UNSECURED LOAN NOTES
	The outstanding convertible loan notes are zero coupon, unsecured and unless previously purchased, redeemed or converted they are redeemable at their principal amount between 31 December 2013 and 31 October 2015. The net proceeds from the issue of the loan notes have been split between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity of the Company as follows:
		2012	2011
		£'000	£'000
	Liability component at 1 January	434	137
	Nominal value of convertible loan notes issued	-	978
	Equity component of convertible loan notes issued during year	-	(100)
	Repayment of loan notes	(50)	-
	Loan notes converted into shares	-	(633)
	Equity component of loan notes repaid or converted	5	36
		389	418
	Interest charged	46	16
	Liability component at 31 December	435	434
	The interest charged during the period is calculated by applying an effective average interest rate of 10% to the liability component for the period since the loan notes were issued. The Directors estimate the fair value of the liability component of the loan notes at 31 December 2012 to be approximately £435,000 (2011: £434,000).  This fair value has been calculated by discounting the future cash flows at the market rate of 10%.

7	SHARE CAPITAL
		Number of ordinary shares	Value £'000
	Authorised (par value of 0.25p):
	At 31 December 2011 and 31 December 2012	4,000,000,000	10,000
	Issued and fully paid (par value of 0.25p each):
	At 31 December 2010	392,284,866	981
	Shares issued in year	224,829,231	562
	At 31 December 2011	617,114,097	1,543
	Shares issued in year	526.392.157	1,316
	At 31 December	1,143,506,254	2,859
	On 25 January 2012, 305,432,127 shares were issued at 0.444p in respect of the acquisition of the share portfolio of Worship Street Investments Limited. On 8 February 2012, 1,515,152 shares were issued at 0.33p each in respect of the acquisition of an investment. On 21 February 2012, 207,622,728 shares were issued at 0.33p in respect of the acquisition of the share portfolio of Agneash Soft Commodities plc. On 1 March 2012, 3,662,743 shares were issued at 0.37p each, in settlement of investment management fees. On 20 September 2012, 7,326,073 shares were issued at 0.25p each, in settlement of professional fees.

8	SHARE OPTIONS
	In November 2010 the Company granted 5,487,804 options to directors and employees.  The fair value of options granted was determined using Black-Scholes valuation models.  Significant inputs into the calculations were as follows: §  15% volatility based on expected share price (ascertained by reference to historic share prices of the Company for the 12 months prior to the date of grant) §  share price of 0.82p per share at date of grant of options §  exercise price of 0.82p per share §  a risk free interest rate of 3.5% §  0% dividend yield §  estimated option life of five years. At the year end all these options had vested and are exercisable at any time prior to the fifth anniversary of the date of grant.  The share based payment charge for the year was nil (2011:  £9,000).
	The movements on share options and their weighted average exercise price are as follows:
		2012		2011
			Weighted average exercise price		Weighted average exercise price
		Number	(pence)	Number	(pence)
	Outstanding at 1 January	5,487,804	0.82	5,487,804	0.82
	Granted	-	-	-	-
	Lapsed	-	-	-	-
	Cancelled	-	-	-	-
	Outstanding at 31 December	5,487,804	0.82	5,487,804	0.82

9	POST BALANCE SHEET EVENTS
	There have been no material post balance sheet events.

10

RELATED PARTY TRANSACTIONS

The chief investment officer and investment manager of the Company, until his resignation in June 2012, was also at the time responsible for the investment management of SF t1ps Smaller Companies Gold Fund and SF t1ps Smaller Companies Growth Fund, which have major shareholdings in the Company, as detailed in the Directors' report.  At 31 December 2011 management fees of £13,552 were due and were settled on 1 March 2012 by the issue of 3,662,743 shares at 0.37p each. During the year Rivington Street Corporate Finance Limited which was an associated company of t1ps Investment Management (IOM) Ltd, charged the Company £18,315 for broking services (2011: £5,000). In January 2012 the Company made a loan of £25,000, by way of a one year convertible loan, to Fast Bet Solutions plc, a company of which Jennifer Allsop was a director.

The accounts for the year ended 31 December 2012 have been posted to shareholders and will be laid before the Company at the Annual General Meeting to be held on Friday 12 April 2013 at 11.00am. Copies will also available via the Company's website www.atholgold.com.

 

END

 

 

FR URUKROWAOURR