Unaudited Half-year Report to 31 December 2017

RNS Number : 8372I
Red Rock Resources plc
26 March 2018
 

 


 

 

26 March 2018

 

 

Red Rock Resources plc

Unaudited half-yearly results for the six months ended

31 December 2017

 

 

Red Rock Resources plc ("Red Rock" or "the Company"), the natural resource investment and development company with interests in manganese, gold, ferrosilicon, and other materials, announces its half-yearly results for the six months ended 31 December 2017.

 

 

Chairman's Statement

 

In the six-month period ending 31 December 2017 the loss before tax from continuing operations was £114,874 compared with a profit of £147,662 in the comparable period of the previous year. This was primarily as a result of the reversal into losses of the foreign exchange gains made on dollar items in that year, that had resulted from the significant decline in sterling in late 2016.

 

Loss before tax from continuing operations for the full year ended 30 June 2017 was £1,114,213 reflecting a total impairment of the Company's investment in Greenland exploration. Revenues in the current half year are encouraging, and provided there are no further impairment provisions, we expect to report a full year profit for the year ending 30 June 2018, for the first time since 2011. When these matters are reviewed for the full year audit, the status of our projects will be considered, and the possibility of writing back some previous impairments as well as of any need for further impairments will be considered.

 

The consolidated statement of financial position at 31 December 2017 shows an increase in total assets of 31.1%. to £22,278,471 from the level at 30 June 2017. Total equity shows an increase of 39.3% from the 30 June 2017 level to £16,971,223 at 31 December 2017, reflecting our setting a valuation on our holding in Steelmin Limited..

 

These improving revenue and balance sheet trends look likely to continue up to, and beyond, the financial year end in June.

 

This underlying pattern of incremental improvement, that has been mentioned in the last few annual and interim reports, is the first matter to which we would draw attention. The second is that the balance sheet as presented in the interims has already been superseded, almost to the point of irrelevance. It was a 'pre-Steelmin' balance sheet, and we are now in a 'post-Steelmin' era at Red Rock.  

 

On 21 February 2018 Red Rock announced that, after eight months, the Steelmin loan of €4,314,688.68 had been repaid and that, after repayment by Red Rock of $3,000,899 to the funders of the back to back arrangement, Red Rock was left with a cash balance from the loan repayment amounting to £976,525.46 and US$912,457.90. Some of this represented interest income in excess of interest paid, and some a realised gain from a currency exposure that the Company had consciously left unhedged. Since the Steelmin loan repayment had been a bullet repayment by them of the whole facility at the end of the initial term, and since Red Rock had made some repayments of principal to its own lenders from September 2017 onwards, some of the Red Rock cash balances following repayment also represented the differential in principal payments. The effect of the repayment to Red Rock and unwinding of the back to back loan has been to reduce the receivables and eliminate the short-term borrowings of the Company at the same time as boosting the cash holdings. For the first time for a long time the Company has a substantial net current asset position, in a transformed balance sheet.

 

As a result of the Steelmin transaction the Company now holds a 22% stake in a ferrosilicon plant in Bosnia that is anticipated to start production shortly, as well as healthy cash balances.

 

The Company's 1.2% investment in Jupiter Mines Limited ("Jupiter"), a private Australian company with a 49.9% interest in Tshipi é Ntle, owner of the Tshipi Borwa open pit manganese mine in South Africa, is also having a significant impact on the Company's current performance. Since year end the Company has received $501,419.36 as a further distribution by Jupiter, after an approximately £233,606 distribution in November 2017.

 

The Tshipi Borwa mine is the largest single South African manganese mine and one of the largest, longest life and lowest cost manganese exporters globally. It sold 3.3 million tons of manganese ore in the year to February 2018. 

 

With a Prospectus for a relisting on the Australian Stock Exchange now having been published by Jupiter, Red Rock expects to receive in April approximately A$1,842,400 net in respect of its sale at IPO price of 20% of its stake in Jupiter. With current strong manganese prices, and a 70% dividend payout policy having been adopted by Jupiter, there is a reasonable expectation of a larger distribution by Jupiter later in 2018.      

 

In April or May 2018 the Company is due to be repaid approximately $840,000 on a Promissory Note in respect of its gold interests in Colombia. Red Rock therefore anticipates ending the year to 30 June 2018 in a strong financial position.

 

Red Rock will continue to pursue with the authorities an early resolution in relation to the title to its Kenyan gold assets and tailings, and continues due diligence in relation to copper and gold tailings in the Democratic Republic of Congo with the due diligence period now extended until further notice from the previous longstop date of 16 March 2018. This tailings project looks promising and would be a significant investment for the Company if it proceeded, but any project in the DRC requires thorough due diligence and ours is not complete. Its other interests have taken a lower priority so far, but will be addressed in the coming period.

 

Finally, the Company emphasises that it will retain its current low cost structure and will deploy its cash resources with great care, seeking high returns in liquid assets while keeping a margin of safety.

 

 

 

 

Andrew Bell

Chairman

26 March 2018

 

 

 

 

 

 

 

Consolidated statement of financial position

as at 31 December 2017

 


Notes

31 December 2017


31 December 2016


30 June 2017




Unaudited, £


Unaudited, £


Audited, £










ASSETS








Non-current assets








Property plant and equipment


-


15,600


15,600


Investments in associates and joint ventures


959,630


2,458,409


963,080


Available for sale financial assets

6

  10,741,660


8,868,758


6,080,146


Exploration assets


280,460


280,460


280,460


Non-current receivables


   4,593,408


5,205,816


4,543,755


Total non-current assets


16,575,158


16,829,043


11,883,041










Current assets








Cash and cash equivalents


125,218


32,585


909,094


Trade and other receivables


5,578,095


996,151


4,202,880


Total current assets


5,703,313


1,028,736


5,111,974










TOTAL ASSETS


22,278,471


17,857,779


16,995,015


















EQUITY AND LIABILITIES








Equity attributable to owners of the parent








Called up share capital

7

2,763,160


2,759,988


2,760,859


Share premium account


25,767,385


25,553,288


25,604,689


Other reserves


9,639,867



4,855,879


Retained earnings







16,989,328


16,051,718


12,199,195










Non-controlling interest


(18,105)


(24,963)


(16,453)


Total equity


16,971,223


16,026,755


12,182,742










LIABILITIES








Current liabilities








Trade and other payables


1,934,004


1,831,024


1,553,665


Short term borrowings

8

3,373,244


-


3,258,608


Total current liabilities


5,307,248


1,831,024


4,812,273










TOTAL EQUITY AND LIABILITIES


22,278,471


17,857,779


16,995,015










 

The accompanying notes form an integral part of these financial statements.



 

Consolidated statement of income

for the period ended 31 December 2017

 


Notes

6 months to 31 December 2017


6 months to 31 December 2016



Unaudited, £


Unaudited, £











Gain/(Loss) on sale of investments



Administrative expenses

4


Business development costs



Other project costs



Exploration expenses



Share of losses of associates and joint ventures



Other income



Interest income and currency gain on MFP receivable



Foreign exchange gain



Finance income/(costs), net



Profit/(loss) for the period before taxation from continuing operations


(114,874)


147,662






Tax credit


-


-






Profit/(loss) for the period from continuing operations


(114,874)


147,662






Profit/(loss) for the period attributable to:





Equity holders of the parent



Non-controlling interest





(114,874)


147,662






Profit/(loss) per share





Profit/(loss) per share - basic

3

(0.02)   pence


0.04 pence

Profit/(loss) per share - diluted

3

(0.02)   pence


0.04 pence

 

The accompanying notes form an integral part of these financial statements.

 



 

Consolidated statement of comprehensive income

for the period ended 31 December 2017

 



6 months to 31 December 2017


6 months to 31 December 2016



Unaudited, £


Unaudited, £











Profit/(loss) for the period



Revaluation of available for sale investments



Unrealised foreign currency gain /(loss) arising upon retranslation of foreign operations



Total comprehensive profit/(loss) for the period













Total comprehensive income/(loss) for the period attributable to:





Equity holders of the parent


            4,621,694


Non-controlling interest


                    (1,652)




         4,620,042







 

The accompanying notes form an integral part of these financial statements.

 

 



 

Consolidated statement of changes in equity

for the period ended 31 December 2017

 

The movements in equity during the period were as follows:


Share capital

Share premium account

Retained earnings

Other reserves

Total attributable to owners of the Parent

Non- controlling interest

Total equity

Unaudited

£

£

£

£

£

£

£









As at 30 June 2016

2,752,488

25,275,788

523,431

8,640,971

(13,736)

8,627,235

Changes in equity for 2016








Total comprehensive (loss)/income for the period

 

-

 

-

 

6,966,858

 

7,125,747

 

(11,227)

Transactions with owners








Issue of shares

7,500

292,500

-

-

300,000

-

300,000

Share issue and fundraising costs

-

(15,000)

-

-

(15,000)

-

(15,000)

Share-based payment transfer

-

-

-

-

-

-

-

Total Transactions with owners

7,500

277,500

-

-

285,000

-

285,000

As at 31 December 2016

2,759,988

25,553,288

7,490,289

16,051,718

(24,963)

16,026,755









As at 30 June 2017

2,760,859

25,604,689

4,855,879

12,199,195

(16,453)

12,182,742

Changes in equity for 2017








Loss for the period

-

-

(113,222)

-

(113,222)

(1,652)

(114,872)

Other comprehensive income for the period

 

-

 

-

 

-

 

4,734,916

 

4,734,916

 

-

 

4,734,916

Total comprehensive income/(loss) for the period

 

-

                -

               

4,734,916

 

4,621,694

                (1,652)

 

4,620,042

Transfer between reserves following AFS investments disposal

 

-

 

-

 

45,630

 

-

 

-

 

-

Transactions with owners








Issue of shares

2,013

149,987

               -

                -

152,000

                -

152,000

Share issue and fundraising costs

-

(5,000)

               -

                -

(5,000)

                -

(5,000)

Share issue in relation to SIP

288

17,709

-

-

17,997

-

17,997

Share-based payment transfer

-

-

-

3,442

3,442

-

3,442

Total Transactions with owners

2,301

162,696

3,442

168,439

-

168,439

As at 31 December 2017

2,763,160

25,767,385

9,639,867

16,989,328

(18,105)

16,971,223

 


Available-for -sale investments reserve

Foreign currency translation reserve

Share-based payment reserve

Total other reserves

Unaudited

£

£

£

£






As at 30 June 2016

63,270

523,431

Changes in equity for 2016





Total comprehensive income for the period

6,927,699

-

6,966,858

As at 31 December 2016

7,226,795

200,224

63,270

7,490,289






As at 30 June 2017

4,516,849

178,160

160,870

4,855,879

Changes in equity for 2017





Total comprehensive income for the period

4,721,380

13,536

-

4,734,916

Transfer between reserves due to AFS investments disposal

45,630

-

-

45,630

Transactions with owners





Share-based payment transfer

-

-

3,442

3,442

As at 31 December 2017

9,283,859

191,696

164,312

9,639,867

 

 

Consolidated statement of cash flows for the period ended 31 December 2017

 



6 months to 31 December 2017


6 months to 31 December 2016



Unaudited, £


Unaudited, £

Cash flows from operating activities





(Loss)/profit before tax from continuing operations



(Increase)/decrease in receivables



(Decrease)/increase in payables



Share of losses in associates and joint ventures



Finance income, net



Share-based payments



(Gain)/loss on sale of AFS investments



Currency adjustments



PPE write off/depreciation



Bad debt expense



Net cash inflow/(outflow) from operations








Cash flows from investing activities





Dividends received



Loan to Steelmin



Proceeds from sale of investments



Payments to acquire AFS investments



Net cash (outflow)/inflow from investing activities







Cash flows from financing activities




Proceeds from issue of shares



Transaction costs of issue of shares



Interest paid



Proceeds from new borrowings



Repayments of borrowings



Net cash (outflow)/inflow from financing activities







Net (decrease)/increase in cash and cash equivalents







Cash and cash equivalents at the beginning of period



Cash and cash equivalents at end of period



 



 

Half-yearly report notes

for the period ended 31 December 2017

 

1

Company and group

 


As at 30 June 2017 and 31 December 2017 the Company had one or more operating subsidiaries and has therefore prepared full and interim consolidated financial statements respectively.

 


The Company will report again for the year ending 30 June 2018.

 

The financial information contained in this half yearly report does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. The financial information for the year ended 30 June 2017 has been extracted from the statutory accounts for the Group for that year. Statutory accounts for the year ended 30 June 2017, upon which the auditors gave an unqualified audit report which did not contain a statement under Section 498(2) or (3) of the Companies Act 2006, have been filed with the Registrar of Companies.

 

2

Accounting Polices

 


Basis of preparation


 

The consolidated interim financial information has been prepared in accordance with IAS 34 'Interim Financial Reporting.'  The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 30 June 2017, which have been prepared in accordance with IFRS.

 



Half-yearly report notes

for the period ended 31 December 2017, continued

 

3

(Loss)/profit per share


 

The following reflects the (loss)/profit and number of shares data used in the basic and diluted profit/(loss) per share computations:

 



6 months to

 31 December 2017


6 months to

 31 December 2016



Unaudited, £


Unaudited, £







(Loss)/profit attributable to equity holders of the parent company








Weighted average number of Ordinary shares of £0.0001 in issue


394,440,494


Effect of dilutive options

-


3,330,000


Weighted average number of Ordinary shares of £0.0001 in issue inclusive of outstanding dilutive options

 

479,745,008


 

397,770,494







(Loss)/profit per share - basic

(0.02) pence


0.04 pence







(Loss)/profit per share - fully diluted

(0.02) pence


0.04 pence

 

 

Options and warrants with all conditions met, that were also in the money at the end of each respective period:

 



6 months to

 31 December 2017


6 months to

 31 December 2016



Unaudited, £


Unaudited, £







Share options granted to employees - fully vested and in the money at the end of the respective period

24,160,000


3,330,000


Warrants given to shareholders as a part of placing equity instruments - fully vested and in the money at the end of the respective period


 

-


Total instruments fully vested and in the money

225,833,105


3,330,000







At 31 December 2017, the effect of all the instruments (fully vested and in the money) is anti-dilutive as it would lead to a further reduction of loss per share, therefore they were not included into the diluted loss per share calculation.

At 31 December 2016, all potentially dilutive instruments were included into the diluted EPS calculation.in the amount of 3,330,000.

 


Options and warrants with conditions not met at the end of the period, that could potentially dilute basic EPS in the future, but were not included in the calculation of diluted EPS for the periods presented:

 



6 months to

 31 December 2017


6 months to

 31 December 2016



Unaudited, £


Unaudited, £







Share options granted to employees - not vested and/or out of the money

24,160,000


9,990,000


Warrants given to shareholders as a part of placing equity instruments - not all conditions met and/or out of the money

 


 

 


Total options and warrants with not all conditions met and/or out of the money

 

82,910,000


 

211,663,105







Total number of instruments in issue not included into the fully diluted EPS calculation

 

308,743,105


 

211,663,105

 



 

Half-yearly report notes

for the period ended 31 December 2017, continued

 

4

Administrative expenses

 



6 months to

 31 December 2017


6 months to

 31 December 2016



Unaudited

£


Unaudited

£

Staff Costs:





Payroll


126,692


105,525

Pension


7,711


5,858

Consultants


7,500


7,500

HMRC / PAYE


10,929


10,890

Professional Services:





Accounting



Legal


10,806


22,874

Marketing


511


9,310

Other


7,588


1,213

Regulatory Compliance


19,114


36,033

Travel


6,632


80

Office and Admin:





General


23,669


11,815

IT related costs


3,632


2,582.

Rent


45,553


27,794





Total administrative expenses


293,449


295,661



 

Half-yearly report notes

for the period ended 31 December 2017, continued

 

5

Segmental analysis

 



Jupiter Mines

Limited

 

Other investments

 

Australian exploration

 

African

exploration

Corporate and unallocated

 

 

Total


For the 6 month period to 31 December 2017

£

£

£

£

£

£










Revenue








Total segment external revenue

-

-

-

-

-

-










Result








Segment results

221,737

  3,270

-

  (8,305)

(469,870)

(253,168)


Loss from continuing operations before tax and finance costs






(253,168)










Interest income






566,920


Interest expense






(428,626)


Loss from continuing operations before tax






(114,874)










Tax






-


Loss from continuing operations for the period






(114,874)

 



Jupiter Mines

Limited

 

Other investments

 

Australian exploration

 

African

exploration

Corporate and unallocated

 

 

Total


For the 6 month period to 31 December 2016

£

£

£

£

£

£










Revenue








Total segment external revenue

-

-

-

-

-

-










Result








Segment results

               -

(105,464)

29,309

(86,114)

165,227

2,958


Profit from continuing operations before tax and finance costs






2,958










Interest income






144,955


Interest expense






(251)


Profit from continuing operations before tax






147,662










Tax






-


Profit from continuing operations for the period






147,662

 

 


A measure of total assets and liabilities for each segment is not readily available and so this information has not been presented.

 



Half-yearly report notes

for the period ended 31 December 2017, continued

 

 

6

Available-for-sale financial assets

 



31 December 2017

Unaudited

£

31 December

2016

Unaudited

£

30 June

2017

Audited

£


At the beginning of the period

6,080,146

1,976,552

1,976,552


Additions

-

97,284

96,435


Disposals

(281,601)

(132,777)

(210,594)


Revaluations

4,943,115

-

(42,668)


Reversal of impairment

-

6,927,699

4,260,421


At the end of the  period

10,741,660

8,868,758

6,080,146

 

 

7

Share Capital of the company



Number


Nominal, £







Allotted and fully paid during the period





As at 30 June 2017

476,037,740


2,760,859







Issued ordinary shares during the period                

23,005,000


2,301







As at 31 December 2017

499,042,740


2,763,160






 

8

Short-term borrowings



31 December 2017

Unaudited

£

31 December

2016

Unaudited

£

30 June

2017

Audited

£

 


Loan from institutional investors

2,362,351

-

3,258,608

 


Convertible loan notes

1,010,893

-

-

 


At the end of the  period

3,373,244

-

3,258,608

 

 

9

Capital Management


Management controls the capital of the Group in order to control risks, provide the shareholders with adequate returns and ensure that the Group can fund its operations and continue as a going concern.

The Group's debt and capital includes ordinary share capital and financial liabilities, supported by financial assets.

There are no externally imposed capital requirements.

Management effectively manages the Group's capital by assessing the Group's financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.

There have been no changes in the strategy adopted by management to control the capital of the Group since the prior period.





 



Half-yearly report notes

for the period ended 31 December 2017, continued

 

10

Subsequent events

 

Jupiter Mines Update

 

Buyback

Further to the announcements of 13 March 2017 and 16 November 2017, in which the Company announced payments of distributions to Red Rock by Jupiter Mines Ltd of £537,131 and £233,606, on 22 January 2018 the Company announced the details of a further planned US$42m distribution to shareholders, of which Red Rock's share at current exchange rates was expected to amount to approximately £364,000.   On 20 March 2018 the Company announced that it had participated in this buyback and received US$501,410.36 for its participation. 

 

IPO

Jupiter Mines also announced the lodgement of a prospectus with the Australian Securities and Investment Commission, in preparation for Jupiter being relisted on the Australian Stock Exchange.  The offer under the prospectus is for up to 600,000,000 Jupiter shares at A$0.40 per share to raise A$240,000,000 before costs for the shareholders of Jupiter.  No new net money is being sought through the IPO and listing, and most institutional investors in Jupiter have agreed to sell a part of their holdings to ensure an adequate free float post listing.

 

Red Rock has agreed to sell 4,700,000 shares, or 20.2% of its holding, and to hold the remaining 18,524,914 shares in escrow for a period after listing.  In the event the IPO and listing were to proceed, Red Rock would receive A$1,880,000 before expenses and retain a 0.95% stake in Jupiter mines, which at the listing price would be valued at A$7,409,966.   

 

Steelmin - Finance Update

On 21 February 2018 the Company announced further to the announcement of 18 January 2018, that Steelmin Ltd, a UK business that Red Rock had financed to complete the refurbishment and recommissioning of a ferrosilicon complex in Jajce, Bosnia had repaid in full the amounts outstanding to Red Rock. 

 

The total amounts repaid to Red Rock were €4,314,688, and post repayment Red Rock retained a 22% holding in Steelmin Ltd as well as a board seat.  Simultaneous with this repayment Red Rock has repaid US$3,000,899 in full settlement of its obligations to the institutional investors that provided the back to back financing enabling the loan to Steelmin, and subsequent to this repayment retained the balance of approximately £1.6m.

 

At the time of the 21 February 2018 announcement Steelmin had informed Red Rock that it expects first production to commence in early April 2018.     

      

Democratic Republic of Congo Copper-Cobalt Project Due Diligence

On the 27th of September 2017 the Company announced that it has entered into a conditional agreement with Cobalt Blue Limited, a private Isle of Man company ("COB"), to acquire an interest in a Joint Venture company ("JVCo") to be newly formed for the exploitation of four or five copper/cobalt tailings near Kolwezi in the Democratic Republic of Congo ("Agreement" and "DRC"). RRR has 40 days for due diligence and an exclusivity period of 45 days. In the event that RRR elects to proceed with the transaction following due diligence and fulfilment or waiver of the conditions, it will acquire 26.25% of JVCo for:

 

·      Cash payment of US$700,000

·      £490,000 payable in RRR shares ("Shares") at 0.65 pence a share, with attached 5 for 3 three year warrants to subscribe for new Shares at 1p ("Warrants")

·      Commitment by RRR to fund US$1.2m of exploration expenditure over 18 months to produce a bankable feasibility study ("BFS") on Kamirombe, and thereafter pro rata.

·      Following completion of a BFS, Red Rock will have six months within which to elect to pay US$1m to farm into a further 26.25% of the JVCo bringing its interest to 52.5%

 

On 3 November 2017 the Company announced that the due diligence period had been extended by 30 days to allow additional time to complete the planned drilling and laboratory analysis in order to determine whether to proceed with the investment and JVCo.

 

On 5 December 2017 the Company announced that the due diligence period had been extended until 31 January 2018 to allow additional time to determine whether to proceed with the investment and JVCo.  

 

On 31 January 2018 the Company announced that the due diligence period had been further extended until 16 March 2018 - now extended until further notice..

 

For further information, please contact:

 

Andrew Bell 0207 747 9990                                                                 Chairman Red Rock Resources Plc

Scott Kaintz 0207 747 9990                                                                  Director Red Rock Resources Plc

Roland Cornish/ Rosalind Hill Abrahams 0207 628 3396             NOMAD Beaumont Cornish Limited

Jason Robertson 0207 374 2212                                                          Broker First Equity Limited

 

 

 


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