Interim Results for the six months ended 30 Jun...
28 September 2018
PANTHER METALS PLC
(“Panther†or the “Companyâ€)
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2018
CHAIRMAN’S STATEMENT
It is my pleasure to present the interim results for the six months ended 30 June 2018. This has been a transformational period for the Company in several substantial respects. Following an AGM held in March, the Company shifted its focus to the mineral resources sector and changed its name to Panther Metals to fully reflect this metamorphosis. Since then it has systematically and energetically pursued its stated objectives to acquire and then develop mineral projects in North America and Australia.
While the latter is a work in progress and one for which I am personally responsible for delivering, the Company has made considerable strides to secure an asset of merit in Canada. The Bear Lake Project, located in north-western Ontario, is an exceptional growth-stage exploration project, highly prospective for both gold and base-metal mineral systems. The project, which includes the potentially high-grade gold and base-metal Schreiber Pyramid prospect area, sits within the famous Schreiber-Hemlo Greenstone Belt; only 95km from the world-class Hemlo gold deposit, which is currently operated by Barrick Gold Corporation.
During the period, the Company and strengthened the make-up of the Board in order to ensure that the most appropriate skill-sets are represented for our next phase of corporate development. As the most recent addition to the team, it is my privilege to join a group of very talented individuals who are committed to delivering against the strategy which was outlined during our AGM. While the past six months has been a period of consolidation around the core principals of this strategy, the next period of the Company's development will springboard off these sound foundations through the execution of cleverly designed low-cost and high-impact exploration programmes on its assets.
Now that an exploration permit has been awarded for Bear Lake, post-period end, we are very much looking forward to commencing our exploration activities imminently. We are confident that we have secured a cornerstone and valuable asset for the Company, which will underpin our strategy in the months and years ahead.
FINANCIALS
The interim results for the six months ended 30 June 2018 show a consolidated loss of £185,549 (2017: £53,822). This is mainly due to the costs associated with maintaining the listing status, which is made up of administrative fees, retainers to advisors and operational expenditure.
During the period, the Company has systematically reduced its exposure to its previous palm-oil related interests in Malaysia. The loss on these discontinued operations is £28,913 (2017: £6,390), which mainly consists of office and administrative costs incurred in Malaysia, a severance package paid to a director and project costs written off in the period.
Due to the change in investment strategy and geographical focus, the future functional currency of the Group is likely to be the Canadian or Australian dollar and more details on this will be provided in the 2018 financial statements.
The financial information for the six months ended 30 June 2018 has not been audited, but has been reviewed by the Company’s auditors.
Dr. Kerim Sener
Chairman
The company Directors accept full responsibility for the contents within this announcement.
For further information please contact-
PANTHER METALS PLC
Mitchell Smith, Managing Director Tel: + 1 (604) 209 6678
Darren Hazelwood, Non-Executive Director Tel: + 44 (0)7971 957 685
Email: info@panthermetals.co.uk
Website: www.panthermetals.co.uk
PETERHOUSE CAPITAL LIMITED (NEX Exchange Corporate Adviser)
Guy Miller Tel: +44 (0)7469 0930
Mark Anwyl
About Panther Metals PLC
Panther Metal plc (NEX: PALM), the London NEX Exchange Growth Market listed investor in strategic natural resource opportunities, is focused on generating shareholder value through advancing high-quality exploration opportunities in stable and mining friendly jurisdictions.
The board has demonstrated capability in taking projects from early grassroots stage through the development curve to production, with a combined 40 years’ experience in the mineral exploration and mining finance sectors.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE INTERIM PERIOD ENDED 30 JUNE 2018
| Notes | Period ended 30 June 2018 £ |
Period ended 30 June 2017 £ |
|
| Unaudited | Unaudited | ||
| Revenue | - | - | |
| Cost of sales | - | - | |
| Gross profit | - | - | |
| Administrative expenses | (133,381) | (60,747) | |
| Share-based payment charge | 14 | (23,570) | - |
| Operating loss | (156,951) | (60,747) | |
| Finance income | 4 | 315 | 1,021 |
| Gain on disposal of investment | 5 | - | 12,294 |
| Loss on discontinued operations | 3 | (28,913) | (6,390) |
| Loss before taxation | (185,549) | (53,822) | |
| Taxation | - | - | |
| Loss for the period | (185,549) | (53,822) | |
| Other comprehensive income | - | - | |
| Total comprehensive income for the period | (185,549) | (53,822) | |
| Loss attributable to: | |||
| Equity holders of the company | (185,549) | (53,822) | |
| Basic loss per share (pence) | 7 | (0.05)p | (0.03)p |
| Diluted loss per share (pence) | 7 | (0.05)p | (0.03)p |
GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION
AS AT 30 JUNE 2018
| Group | Company | ||||
Notes |
As at 30 June 2018 £ |
As at 31 Dec 2017 £ |
As at 30 June 2018 £ |
As at 31 Dec 2017 £ |
|
| Unaudited | Audited | Unaudited | Audited | ||
| Non-current assets | |||||
| Investments | 9 | - | - | - | 181 |
| Total non-current assets | - | - | - | 181 | |
| Current assets | |||||
| Receivables | 10 | 7,660 | 4,536 | 8,964 | 14,778 |
| Cash at bank and in hand | 11 | 229,631 | 62,000 | 229,402 | 51,527 |
| Total current assets | 237,291 | 66,536 | 238,366 | 66,305 | |
| Total assets | 237,291 | 66,536 | 238,366 | 66,486 | |
| Current liabilities | |||||
| Trade and other payables | 12 | (55,064) | (21,654) | (55,064) | (21,002) |
| Total liabilities | (55,064) | (21,654) | (55,064) | (21,002) | |
| Net assets | 182,227 | 44,882 | 183,302 | 45,484 | |
| Capital and reserves | |||||
| Called up share capital | 13 | 968,762 | 669,438 | 968,762 | 669,438 |
| Share-based payment reserve | 14 | 23,570 | - | 23,570 | - |
| Retained losses | (810,105) | (624,556) | (809,030) | (623,954) | |
| Total equity | 182,227 | 44,882 | 183,302 | 45,484 | |
The unaudited interim financial information of Panther Metals PLC, registered number 009753V (Isle of Man), was approved by the Board of Directors and authorised for issue on 27 September 2018 and signed on its behalf by:
…………………………..
Director
GROUP AND COMPANY STATEMENTS OF CHANGES IN EQUITY
AS AT 30 JUNE 2018
| Group | Notes |
Share capital £ |
Share based payment reserve £ |
Retained losses £ |
Total £ |
| Balance at 1 January 2017 | 669,438 | (490,809) | 178,629 | ||
| Loss for the year | - | - | (133,747) | (133,747) | |
| Balance at 31 December 2017 | 669,438 | (624,556) | 44,882 | ||
| Balance at 1 January 2018 | 669,438 | (624,556) | 44,882 | ||
| Loss for the period | - | - | (185,549) | (185,549) | |
| Share-based payment charge | 14 | 23,570 | - | 23,570 | |
| Share issues | 13 | 317,000 | - | - | 317,000 |
| Issue costs | 13 | (17,676) | - | - | (17,676) |
| Balance at 30 June 2018 | 968,762 | 23,570 | (810,105) | 182,227 | |
| Company | Notes |
Share capital £ |
Share based payment reserve £ |
Retained losses £ |
Total £ |
| Balance at 1 January 2017 | 669,438 | (490,314) | 179,124 | ||
| Loss for the year | (133,640) | (133,640) | |||
| Balance at 31 December 2017 | 669,438 | (623,954) | 45,484 | ||
| Balance at 1 January 2018 | 669,438 | (623,954) | 45,484 | ||
| Loss for the period | - | - | (185,076) | (185,076) | |
| Share-based payment charge | 14 | 23,570 | - | 23,570 | |
| Share issues | 13 | 317,000 | - | - | 317,000 |
| Issue costs | 13 | (17,676) | - | - | (17,676) |
| Balance at 30 June 2018 | 968,762 | 23,570 | (809,030) | 183,302 | |
GROUP AND COMPANY STATEMENTS OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2018
| Group | Company | ||||
Notes |
Period ended 30 June 2018 £ |
Period ended 30 June 2017 £ |
Period ended 30 June 2018 £ |
Period ended 30 June 2017 £ |
|
| Unaudited | Unaudited | Unaudited | Unaudited | ||
| Cash flows from operating activities | |||||
| Loss for the period | (185,549) | (53,822) | (185,075) | (54,689) | |
| Adjusted for: | |||||
| Depreciation | - | 39 | - | 39 | |
| Interest received | 4 | (315) | (1,021) | (315) | (1,021) |
| Share-based payment charge | 14 | 23,570 | - | 23,570 | - |
| Equity settled expenses | 13 | 17,000 | - | 17,000 | - |
| Impairment of investment in subsidiary | 9 | - | - | 181 | - |
| Gain on disposal of investment | - | (12,294) | - | (12,294) | |
| (Increase)/decrease in receivables | (3,124) | (2,498) | 5,813 | (1,789) | |
| Increase/(decrease) in payables | 33,410 | (9,019) | 34,062 | (8,692) | |
| Net cash used in operating activities | (115,008) | (78,615) | (104,764) | (78,446) | |
| Investing activities | |||||
| Interest received | 315 | 1,021 | 315 | 1,021 | |
| Sale of investment | 5 | - | 124,066 | - | 124,066 |
| Net cash generated from investing activities | 315 | 125,087 | 315 | 125,087 | |
| Financing activities | |||||
| Proceeds from issuing shares | 13 | 300,000 | - | 300,000 | - |
| Issue costs | 13 | (17,676) | - | (17,676) | - |
| Net cash generated from financing activities | 282,324 | - | 282,324 | - | |
| Net increase in cash and cash equivalents | 167,631 | 46,472 | 177,875 | 46,641 | |
| Cash and cash equivalents at beginning of period | 62,000 | 82,633 | 51,527 | 81,969 | |
| Cash and cash equivalents at end of period | 229,631 | 129,105 | 229,402 | 128,610 | |
-
Accounting policies
This interim financial information for the six months ended 30 June 2018 is unaudited and does not constitute
statutory financial statements within the meaning of the Companies Act 2006 (Isle of Man). The Board of Directors approved it on 27 September 2018.
The figures for the year ended 31 December 2017 have been extracted from the statutory financial statements which have been prepared in accordance with International Financial Reporting Standards, as adopted by the European Union, ("IFRS") and which have been reported on by the company's auditor. The auditor's report on those financial statements was unqualified.
The interim financial information has been prepared in accordance with the requirements of IAS 34 "Interim financial reporting".
The interim financial information does not include all notes of the type normally included in the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the group as the full financial report.
The financial information has been prepared on the historical cost basis. The accounting policies and methods of computation adopted in the company's preparation of the interim financial information are consistent with those adopted and disclosed in the financial statements for the year ended 31 December 2017 and those expected to be used for the year ending 31 December 2018. The principal accounting policies adopted are set out below.
-
Going concern
In the period ended 30 June 2018 the company raised £300,000 through the placing of its ordinary shares and on 10 September 2018 the company completed its first acquisition of a prospective gold and metals project as part of its new investment strategy.
Having reviewed the company's forecasts, the directors believe that the company is well placed to manage its business risks successfully. Thus, they have adopted the going concern basis in preparing this interim financial information.
-
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the company and its subsidiary undertaking. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
All business combinations are accounted for using the acquisition method of accounting.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
-
Foreign currencies
The results and financial position of the company are expressed in Pounds Sterling (GBP) which is the presentation currency for the company financial statements. During the interim period to 30 June 2018 the functional currency of the company was the Malaysian Ringgit (RM) which is the currency of the environment in which the company principally operated in during this time. At the end of the period, the exchange rate applying to these interim financial statements was GBP1 = RM5.3216
The company has changed its investment strategy and geographical focus, as such the future functional currency is likely to be the Canadian or Australian dollar. More details will be provided in the 2018 financial statements.
The assets and liabilities of the company's foreign operations are translated at exchange rates prevailing on the date of the accounts. Income and expense items are translated at exchange rates ruling at the date of the transactions. Exchange differences arising, if any, are classified as income or as expenses in the period in which they arise.
-
Investments
Investments are stated at cost less any provision for impairment is expensed immediately.
-
Trade and other receivables
Trade and other receivables are carried at original invoice amount less provision made for impairment of these receivables. A provision for impairment of trade and other receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the assets' carrying amount and the recoverable amount. Provisions for impairment of receivables are included in the income statement.
-
Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the company prior to the financial year, which are unpaid. Current liabilities represent those amounts falling due within one year.
-
Taxation
Deferred tax is provided in full using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination, which at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates that are expected to apply when the related deferred tax asset is realised or when the deferred tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.
-
Critical accounting estimates and judgements
The preparation of financial statements in conformity with International Financial Reporting Standards, as adopted by the EU, requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results ultimately may differ from those estimates.
Share-based payment charge
The company issued share options to certain Directors during the interim period to 30 June 2018. The Black Scholes model is used to calculate the appropriate charge for these options. The use of this model to calculate a charge involves using a number of estimates and judgements to establish the appropriate inputs to be entered into the model, covering areas such as the use of an appropriate interest rate and dividend rate, exercise restrictions and behavioural considerations. A significant element of judgement is therefore involved in the calculation of the charge.
Management believes that there are no other areas that involve a high degree of judgement or complexity, or areas where assumptions and estimates are significant to this interim financial information statements.
-
Segmental information
The company was originally incorporated as an investment vehicle to focus on investment opportunities in the upstream palm oil sector in South East Asia. As announced in the audited results to 31 December 2016, the company expanded its investment search to include opportunities in Sumatera and Kalimantan, Indonesia. However negotiations with estate owners continued to be difficult and the company was unable to take advantage of market opportunities.
On 9 March 2018 the company proposed a new investment strategy seeking to invest in and/or acquire companies and/or projects within the natural resources sector focusing its search in Australia and North America.
The new investment strategy was approved at the AGM and management now consider the natural resources sector to be the only business segment in which the group will continue to operate.
In the six months to 30 June 2018 operations in Malaysia have ceased and operational expenditure in connection with the palm oil investment sector has been separately disclosed in the Statement of Comprehensive Income as discontinued operations of £28,913 (2017: £6,390). This mainly consists of office and administrative costs incurred in Malaysia, a severance package paid to a director and project costs written off in the period.
4 |
Finance income |
Period ended 30 June 2018 £ |
Period ended 30 June 2017 £ |
| Interest income | |||
| Bank interest received | 315 | 1,021 | |
5 Disposal of investment
In the period to 30 June 2017 the company’s investment in Next Oasis was disposed of for £124,066 resulting in a gain on disposal of £12,294 (see note 9).
6 |
Taxation |
Period ended 30 June 2018 £ |
Period ended 30 June 2017 £ |
| Current tax | - | - | |
| Deferred tax | - | - | |
No reconciliation of the factors affecting the tax charge has been presented as the company is incorporated in the Isle of Man which has a corporation tax rate of 0%.
7 Loss per share
The basic loss per share for the period of 0.05p (2017: - 0.03p) is calculated by dividing the loss for the period by the weighted average number of ordinary shares in issue of 379,463,892 (2017: 180,458,336).
The diluted loss per share for the period of 0.044p is calculated by dividing the loss for the period by the weighted average number of potential ordinary shares of 419,463,892 (2017: 180,458,336) this includes those potentially issuable shares all of which relate to share options issued to Directors. Due to the losses for the period the diluted loss per share is anti-dilutive and therefore has been kept the same as the basic loss per share of 0.05p per share.
8 Tangible fixed assets
| Group and company | Office equipment £ |
|||
| Cost | ||||
| At 1 January 2017 and 31 December 2017 | 315 | |||
| Disposals | (315) | |||
| At 30 June 2018 | - | |||
| Depreciation | ||||
| At 1 January 2017 and 31 December 2017 | 315 | |||
| Eliminated in respect of disposals | (315) | |||
| At 30 June 2018 | - | |||
| Carrying amount | ||||
| At 31 December 2017 and at 30 June 2018 | - | |||
9 |
Fixed asset investments |
||
Group
| Movements in fixed asset investments |
Unlisted investments £ |
|||
| Cost | ||||
| At 1 January 2017 | 111,772 | |||
| Disposals | (111,772) | |||
| At 1 January 2018 | - | |||
| Additions | - | |||
| At 30 June 2018 | - | |||
| Net book value | ||||
| At 31 December 2017 and at 30 June 2018 | - | |||
On 29 May 2017, the company entered into a Share Sale Agreement to dispose its investment in Next Oasis Sdn Bhd for £124,066.
Company
| Movements in fixed asset investments |
Investments in subsidiaries £ |
Other unlisted investments £ |
Total £ |
||
| Cost | |||||
| At 1 January 2017 | 111,772 | 181 | 111,953 | ||
| Disposals | (111,772) | - | (111,772) | ||
| At 1 January 2018 | - | 181 | 181 | ||
| Impairment | - | (181) | (181) | ||
| At 30 June 2018 | - | - | - | ||
| Net book value | |||||
| At 31 December 2017 | - | 181 | 181 | ||
| At 30 June 2018 | - | - | - | ||
As at 30 June 2018, the company’s investment in its subsidiary company Malaysia – Lonnus (M) Sdn Bhd has been impaired and written down to £nil value resulting in an impairment charge of £181 in the company statement of comprehensive income. The subsidiary was incorporated in order to facilitate management of payments and receipts on behalf of the parent, however operations in Malaysia have ceased following the company’s decision to change its investment strategy as discussed in Note 3.
| 10 | Receivables | Group | Company | ||
| As at 30 June 2018 £ |
As at 31 Dec 2017 £ |
As at 30 June 2018 £ |
As at 31 Dec 2017 £ |
||
| Unaudited | Audited | Unaudited | Audited | ||
| Amounts falling due within one period | |||||
| Amounts due from related parties | - | - | 1,344 | 10,282 | |
| Deposits | 40 | 40 | - | ||
| Prepayments | 7,620 | 7,620 | - | ||
| Other debtors | - | 4,496 | - | 4,496 | |
| 7,660 | 4,536 | 8,964 | 14,778 | ||
11 Cash and cash equivalents
Cash and cash equivalents comprise cash held at bank. The carrying amount of these assets is approximately equal to their fair value.
| 12 | Trade and other payables | Group | Company |
||
| As at 30 June 2018 £ |
As at 31 Dec 2017 £ |
As at 30 June 2018 £ |
As at 31 Dec 2017 £ |
||
| Unaudited | Audited | Unaudited | Audited | ||
| Trade payables | 5,828 | - | 5,828 | - | |
| Accruals | 49,236 | 21,654 | 49,236 | 21,002 | |
| 55,064 | 21,654 | 55,064 | 21,002 | ||
13 Share capital
| As at 30 June 2018 |
As at 31 Dec 2017 |
||
| No | No | ||
| Allotted, issued and fully paid: | |||
| At the beginning of the period | 180,458,336 | 180,458,336 | |
| Share issue on 9 March 2018 | 300,000,000 | - | |
| Share issue on 13 April 2018 | 17,000,000 | - | |
| At the end of the period | 497,458,336 | 180,458,336 | |
| As at 30 June 2018 |
As at 31 Dec 2017 |
||
| £ | £ | ||
| Unaudited | Audited | ||
| Allotted, issued and fully paid: | |||
| At the beginning of the period | 669,438 | 669,438 | |
| Shares issue on 9 March 2018 | 300,000 | - | |
| Issue costs | (17,676) | - | |
| Share issue on 13 April 2018 | 17,000 | - | |
| At the end of the period | 968,762 | 669,438 | |
On 9 March 2018 the company issued 300,000,000 ordinary shares for 0.1 pence per share, raising £300,000.
On 13 April 2018 the company issued 17,000,000 ordinary shares in lieu of an amount of £17,000 by way of settlement of corporate advisory fees.
On 11 May 2018, the Company obtained approval from shareholders to amend the Articles of Association removing the limit of authorised share capital and is now authorised to issue an unlimited number of shares.
14 Share based payment transactions
On 9 March 2018 20,000,000 share options were granted to certain directors. The options are exercisable at 0.02 pence per share and become exercisable six months after their grant. They can be exercised at any time between this date and to the day before the third anniversary of their grant. If the option holders exercise 50% or more of their options before the first anniversary of their grant, the holders shall receive, upon exercise of each option, one new bonus option with an exercise price of 0.5 pence each, expiring at the same date as the original options.
The Black Scholes model was used to calculate the appropriate charge for the share options and bonus options. The use of this model to calculate a charge involves using a number of estimates and judgments to establish the appropriate inputs to be entered into the model.
The total charge to the consolidated statement of comprehensive income for the period to 30 June 2018 was £23,570.
15 Related party transactions
Amounts due from related parties (note 10) at the year-end are receivable from the wholly owned subsidiary company Lonnus (M) Sdn Bhd.
16 Subsequent events
On 10 September 2018 the company completed the acquisition of a prospective gold and metals project, Bear Lake Project, in Ontario, Canada. This acquisition is the first under the company’s new investment strategy and represents the foundation of the company’s exploration portfolio.
The total consideration for the acquisition of Bear Lake Project is CAD$133,000 (£76,715) comprising of cash payments totalling CAD $33,000 and the issuance of 19,146,664 ordinary shares valued at CAD $100,000 (£57,440).
Admission of the completion shares took place on 14 September 2018 and following this the issued ordinary share capital comprise 516,605,000 ordinary shares of 0.01 pence each.
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