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Berkeley Mineral Res (BMR)

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Tuesday 14 April, 2015

Berkeley Mineral Res

2014 Final Results

RNS Number : 2260K
Berkeley Mineral Resources PLC
14 April 2015
 



Berkeley Mineral Resources PLC

("BMR" or the "Company")

2014 Final Results

 

Berkeley Mineral Resources PLC announces its full year results for the year ended 30 June 2014.

 

 

CHAIRMAN'S STATEMENT

As your new Chairman, I present below the financial statements of the Company for the year ended 30 June 2014.  I succeeded the former Chairman on 23 October 2014 following his resignation due to ill health.

I was shocked by my initial findings at the Company which resulted in my appointment of independent advisers to carry out an investigation into concerns over £4.3 million of prepayment for non-current assets and subsequently the announcement of expected write-downs of between £10 million and £12 million and the appointment of a new team of directors and advisers.

I am disappointed in the delay in reporting these results but this is out of necessity.  I deferred the reporting of the results, the original audit for which was in its final stages, pending the conclusion of the investigation. 

The Directors have had the opportunity of speaking to a number of shareholders and I have considered their views in the various ways in which they have been expressed.  I recognise the extent of concerns about the Company and past actions taken by its former management which have had serious consequences for shareholders in terms of the valuation, and erosion thereof, of the assets of the Company.  Shareholders are entitled to place a high degree of confidence in a company's management and a company's reported audited results.  However, I believe there has been an abuse of trust at the Company which, together with other factors, has led to the substantial write-downs recorded in these results.

After having taken a number of positive actions at the Company and working tirelessly on behalf of shareholders with a small professional team with very effective results, I believe that this unfortunate chapter in the Company's history can soon be concluded.

I note that the Directors believe that there remains significant value in the Company's assets represented by the audited consolidated net asset value of £8.09 million as at 30 June 2014, following our detailed review.  The principal value comprises the washplant and leachplant tailings at Kabwe arising from the Company's historic acquisitions in Zambia. 

On the other hand, the acquisitions of the Company's copper interests in Zambia have been carefully considered by the Directors and we have determined that there is minimal value in these interests that were accounted for at significant cost to the Company.  Accordingly, the balances of these assets have been written off as noted below. 

Investigation                                               

Following my initial review of the reported historic results and my visit to the operations at Kabwe, Zambia, in October 2014, it became clear that there were anomalies in the recording of assets.  On 23 October 2014, the Company announced that certain material concerns had come to light as to the classification and valuation of approximately £4.3 million of prepayments for non-current assets. The Company instructed independent accountants, Crowe Clark Whitehill LLP ("CCW"), and lawyers to investigate the circumstances underlying these concerns and obtained the permission of AIM for trading in its securities on AIM to be suspended forthwith.

 

As a result of these investigations, the Directors conducted a thorough review of the draft financial statements for the year ended 30 June 2014 and so the timetable for the publication of these results had to be extended.  On 11 December 2014, the Company announced that it would not be in a position to announce audited final results and to post the accounts with the Notice of Annual General Meeting, until early 2015.   As a major step in reporting results, in which the Directors could be confident, to shareholders the Company announced on 2 February 2015 that CCW had been appointed as auditors.  Following a detailed review of the draft financial statements and taking into account the £4.3 million prepayment for non-current assets, the Company announced on 19 February 2015 that the results for the year ended 30 June 2014 would incorporate write downs of assets in the range of £10 million to £12 million.

The actual level of write downs and provisions before depreciation and foreign exchange differences amounts to £10.296 million, of which £4.029 million has been treated as prior year adjustments resulting in the re-statement of consolidated net assets at 30 June 2013 and 30 June 2012.  £6.267 million has been written down against the audited consolidated net assets of the Group at 30 June 2014, the resulting balance of which amounts to £8.087 million.

The investigation was necessary to determine the actual assets held by the Company at 30 June 2014, to assess how amounts on the balance sheet had been derived, to investigate whether there had been inappropriate or wrong recording of assets and to assess the parties from whom recoveries could be considered.  The cost of the investigation carried out, together with an assessment of the financial standing of certain parties from whom recovery was considered by the Company, together with advisers' fees, amounted to over £100,000, a significant but not an unreasonable cost in the context of the level of write-downs.  The investigation enabled the Directors to prepare a detailed asset statement and provided sufficient evidence for them to enter into discussions with certain parties for recovery of funds.  Consequently, the Company entered into the settlement agreement, as previously announced and detailed below.

 

Analysis of the write-downs and provisions

In the light of the aforementioned investigation, the Directors determined to write down the Group's net assets by, in aggregate, £10.296 million.  As shareholders will understand from this statement, this total includes assets which are considered to have no or limited value, capitalised expenditure which has been written off, assets to which the Directors believe no value should be attributed and a significant element of what the Directors consider to be fundamentally flawed accounting.

The write-downs and provisions of £10.296 million comprise:

(i)           assets now written down in respect of prior years amount to £4.029 million;

(ii)          assets written down or provisions made in the current year amount to £4.57 million due mainly to impairment losses where the carrying values are assessed and deemed to be below their recoverable values; and

(iii)         the balance of £1.697 million attributable to depreciation not previously provided and foreign exchange differences during the periods.

The write-downs and provisions comprise the following, and are analysed below:

 

 

Years ended

30 June

 

 

2012

 

 

2013

 

 

2014

Total

(Net of depreciation and foreign exchange differences)

Total

(Before depreciation and foreign exchange differences)


(£'000)

(i) Prepayment for non-current assets

Less add-back to creditors

3,045

1,181

 

(197)

37

 

 

4,066

 

 

4,066

(ii) Bendu Transport



132

132

132

(iii) Copper leach plant

Less depreciation



104

(45)

 

59

 

59

(iv) Large scale licence



1,251

1,251

2,137

(v) Acquisitions



1,811

1,811

2,622

(vi) Payments to Dorset Solutions



274 

274 

274 

(vii) NLL Facilitation Fee



250

250

250

(viii) Swan Logistics



488

488

488

(ix) VAT



268 

268 

268 







TOTALS

3,045

984

4,570

8,599

10,296

 

(i) Prepayment for non-current assets      £4,066,277

At 30 June 2013, the audited net assets included an amount of £4.23 million described as prepayment for non-current assets which increased to £4.26 million at 30 June 2014.  This balance has been reduced by £197,160 to £4.066 million in respect of accounting for payments to be made to the joint venture companies as noted below.

It is very disappointing to note the Directors have now concluded that there were no significant copper interests ever acquired by the Company.  Only limited copper interests were held which were within the five joint venture companies but these are now being written-off.  As a result, the balance of £4.066 million has been written-off in full of which £3.665 million was not properly attributable to the acquisition of, or prepayments in respect of, copper interests; and £598,437 less £197,160 was in respect of the joint venture companies established for holding the copper interests.   

The Directors have now established that the joint venture companies were not effectively consummated, as mining licences were either not transferred, had expired or become invalid and, furthermore, the limited copper resource in the joint venture companies was of a low grade and not economic to process.  While your Directors have concluded no value can be attributed to the copper assets at the present time, every attempt will be made to make future recoveries if possible.  The sum of £197,160 represented payments to be made to the joint venture companies, capitalised as an asset and held in creditors to be paid when the transfer of the licences was completed.  As this transfer was not completed, the Directors have decided not to make any such payments and, accordingly, creditors have also been reduced by £197,160.

As background, the Directors note that, in late 2013, African Mining Consultants Limited, a firm of geological, mining and engineering consultants operating in the Zambian copper belt since 1994 and regularly engaged by leading mining companies, reported to the then Directors on the status of the resources and licences of the five joint venture companies at Ndola and Chingola.  The report stated Chingola "has the largest tonnage potential but the grades are estimated to be very low as this was a waste rock dump site for the main Nchanga open pit. When preliminary economics are reviewed it can be summarised that this project is not economically viable, if grade estimations are correct [at] <0.5% Tcu, due to the proportion of capex required upfront and the long payback periods from low grade ore…hence the low overall recoveries from the dumps".

(ii) Bendu Transport                                        £131,604

The sum represents monies that were paid to a company recorded in the books as Bendu Transport relating to the joint venture companies noted above and shown in debtors, further details relating to which the Directors have been unable to identify.  As the joint venture companies are considered to be invalid or of no value, the Directors have decided to provide against this balance in full.

(iii)         Copper leach plant                            £103,608 less depreciation of £44,602

The Company has recorded in its books a value of £103,608 attributed to the copper leach plant acquired from a Chinese company and items of equipment at Kabwe.  In practice, there is no value that can be attributed to the plant as there are no economic copper interests to process at Kabwe and there is inadequate machinery for the plant to be used for effective copper processing.  Furthermore, it is impractical to move the plant to Ndola for copper processing as the Company's copper interests there are considered to be invalid.

(iv) Large scale mining licence                     £1,251,366 (£2,137,372- Original value)

The large scale mining licence (ML1, number 6990-HQ-LML) runs until 1 November 2021 and was transferred from Alberg Mining & Minerals Exploration Ltd ("Alberg Mining") in 2012 for a consideration of $3 million which, taken with associated fees and legal costs, is equivalent to £2.137 million.  This sum which has been written-off comprises £1.251 million of acquisition costs, depreciation of £445,000 and foreign exchange differences of £441,000.

 

The area covered by this licence, which was first issued upon the opening of the mine in 1904, is substantial and includes the Old Airfield, surface rights over the 703 hectares of the Kabwe lead and zinc mine, the Greenfield resource, and other ore bodies. 

Historic reports suggested the Old Airfield land contained substantial low grade lead and zinc to a depth of 200 meters, but, even at 100 meters, the amount of water to pump out would be huge.  Furthermore, there are a number of factories on the land which makes metal recovery virtually impossible, at least in the short-term.

The Greenfield area contains the remaining un-mined or partly-mined underground ore bodies at Kabwe, together with the existing mine shafts and other infrastructure located there. The majority of this area is effectively greenfield exploration acreage on-strike to the historic mine site.  BMR has not yet investigated this resource and holds no reliable assessment of its value which would support a Directors' valuation.  For the avoidance of doubt, this area is covered by the large-scale mining licence.  BMR does not own the land itself but the underlying metal resource should it ever be practical or economic to mine.

In light of the above, the Directors have written down the whole cost of the large-scale mining licence.

 

(v) Acquisitions                                                 £1,811,112 (£2,621,648 Original Value)

 

Dump 57's lead and zinc tailings, acquired in 2008 from Zincorous Investments Limited, contained Waelz kiln slag which is both brittle and very hard to process.  Dumps 21 and 22, acquired in 2009, contain Imperial Smelting furnace slag which is similarly both brittle and hard to process.  Therefore, the Directors have written down the value of all these Dumps, 21, 22 and 57.

In addition, the Directors have written down 90% of the further tailings acquired from Silverlining Ventures Ltd in 2012, Stands 5203 and 5209, as only the small core of the tailings is considered by the Directors to contain recoverable value and, in the short term, it is not practicable to process the vast majority of these Stands.

Note: Dumps refer to tailings deposits; and Stands refer to areas where Dumps are held.

 

(vi) Payments to Dorset Solutions Limited              £274,000 

Payments of £274,000 made by the Company to Dorset Solutions Limited ("Dorset"), the parent company of Alberg Mining, have been capitalised but there is no evidence of verifiable assets that can be audited in respect of Dorset.  This has therefore been written-off.

(vii) NLL Facilitation Fee                                                £250,000

BMR had acquired from NLL Minerals Limited in June 2011 Enviro Mining Limited, its Mauritius intermediate holding company which wholly owns its two Zambian subsidiaries and which hold the Company's assets in Zambia, for which a facilitation fee of £250,000 was paid.  There are no verifiable assets that can be audited in respect of this fee.  As a result, the Directors have decided to provide against this amount in full.

(viii) Swan Logistics Limited ("Swan")      £487,515

The sum comprises £247,515 recorded as payments to Swan and recorded in debtors and £240,000 as a provision against transfers made to Swan following the year-end date of 30 June 2014.  The Directors expect there to be no recovery from Swan which is a party to the Settlement Agreement (as defined below).

 

Reference to Swan is also given under 'Related party and share dealing disclosures' below.

 

(ix) VAT                                                                                                £268,491 

BMR is currently registered for VAT but HMRC, in a letter dated 11 August 2014, gave notice that BMR is to be de-registered on the basis there was no effective consideration for any services provided as no invoices had been raised by BMR and issued to its subsidiaries and that management services were not considered supplies for VAT purposes.  While this situation could have been resolved by previous management, the Company has received an assessment for £268,491 in back VAT previously claimed including interest and this amount has been provided for in full.  The Directors have now appealed and submitted the Company's  case for continued registration after having sought professional advice.

Settlement agreement

On 18 February 2015, the Company entered into a settlement agreement ("Settlement Agreement") relating to the matters underlying certain of these write-downs of assets.  The parties to the Settlement Agreement with the Company comprised Masoud Alikhani (former Chairman) through an interim deputy due to ill health, Mrs Barbara Alikhani (wife of Masoud Alikhani), Said Alikhani (a brother of Masoud Alikhani), Alberg Mining & Minerals Exploration Ltd (a vendor of assets sold to the Company), Dominion Energy PLC (a company in which Masoud Alikhani was interested), ESV Group PLC (a further company in which Masoud Alikhani was interested), Ms Anita Carr (a former contractor of the Company) and Swan Logistics Limited (a company controlled by Ms Anita Carr) (together, the "Settlement Parties"), and Heathley Limited (a company of which Masoud Alikhani's son is an authorised signatory).

Under the Settlement Agreement which is subject to confidentiality obligations and restrictive covenants:

·      Mrs Alikhani paid to the Company on exchange of the agreement £960,000 in cash (the "Settlement Funds") and Heathley Limited waived repayment by the Company of a loan of £40,000;

·      the Settlement Parties waived all of their rights under options and warrants exercisable over, in aggregate, 36,082,579 Ordinary Shares (representing  approximately 2.7 per cent of the current issued share capital);

·      Masoud Alikhani (in respect of 9,350,000 Ordinary Shares), Mrs Barbara Alikhani (in respect of 2,656,578 Ordinary Shares) and Swan Logistics Limited (in respect of 12,472,798 Ordinary Shares) agreed to such shares (representing approximately 1.8 per cent of the current issued share capital) being converted into deferred shares at the next general meeting of the Company, such deferred shares having no economic or voting rights, and being de-listed from trading on the AIM Market, with lock-in provisions until such date.  The effective value of these shares was approximately £245,000 based on their par value; and

·      the Settlement Parties released and discharged all and/or any actions, claims, demands, set-offs, rights (including the right to make complaint) whether in this jurisdiction or any other, whether under criminal or civil law, whether or not presently known to such signatories or to the law, and whether in law or equity, that it, or its related parties or any of them ever had, may have or hereafter can, shall or may have against the other signatories and/or their related parties relating to the aforementioned write down of certain of the Company's assets.

  

The Settlement Agreement represented a related party transaction in accordance with Rule 13 of the AIM Rules for Companies and the Directors considered, having consulted with the Company's nominated adviser, that the terms of the Settlement Agreement were fair and reasonable insofar as its shareholders were concerned.

The Directors believe that entering into the Settlement Agreement represented the most suitable course of action for the Company in the circumstances.  The Directors understood significant costs would be incurred in pursuing potential claims against the Settlement Parties, and recovery of any funds and receipt of any damages (and costs) awarded, even if successful, could not, based on the Directors' current understanding of the available assets of the Settlement Parties, have been guaranteed and could have taken many years through the courts.

Following protracted negotiations with the Settlement Parties, the Directors believe that the terms of the Settlement Agreement were fair and reasonable and resulted in the Company being credited with £1.0 million at a critical point for working capital sufficiency, resulting in a current cash balance of approximately £1.0 million.  The Settlement Funds facilitated completion of the audit for the year ended 30 June 2014 and will also enable the Company to progress with its plans for implementing the processing of its tailings assets at Kabwe in Zambia.  The Company may, however, require additional funding to complete the financing of a new processing plant at Kabwe for the tailings.

 

The Directors continue to consider avenues where further monetary recoveries may be made by the Company having regard to the likelihood of recoveries, the cost of taking legal action and the opportunity for recovery within a reasonable timescale.

 

The Company's assets

The consolidated net asset value at 30 June 2014 amounting to £8.087 million comprises the following assets and valuations, supported, where relevant, by external JORC compliant reports in relation to the wash plant and leach plant tailings:

 

Balance sheet assets/(liabilities)

As at 30 June 2014 (£'000)

Intangibles - land use rights (including the small-scale licence, exploration and evaluation assets

9,829

Plant & equipment

135

Current assets - trade & other receivables

118

Cash

751

Total assets

10,833

Current liabilities

(891)

Deferred tax

(1,855)

Total liabilities

(2,746)



Consolidated net assets

8,087

 

The Company's principal value lies in its asset base at Kabwe, Zambia, together with management's ability to realise value from entering into production.  A key focus over recent months has been to assess the opportunity for realising value from this asset base and, in particular, to bring the tailings into production for zinc and lead concentrates. 

The Directors are required to review all the assets and their values and to confirm those values both to shareholders and the Company's auditors which is facilitated when supported by reports prepared under the JORC Code, an industry standard derived from the Australian Joint Ore Reserves Committee which provides a mandatory system for the classification of mineral resources and ore reserves.  For valuations, the Company has previously referred to historic JORC reports prepared for vendors or to JORC classifications and, at other times, to estimates made by consultants or even vendors without external reports. 

The Company had acquired in 2011 the area known as Stand 5187 at Kabwe, where the original mine had high-grade zinc and lead and operated from 1904 until it was closed in 1994 due to the then depressed world prices for the metals.  The area acquired includes the surface rights over the washplant and leachplant tailings on which verification was carried out and JORC compliant reports prepared.  The Company had also applied for and received the necessary licences to process by gravity separation the tailings to produce a combined lead and zinc concentrate for sale.  This area is covered by the small-scale mining licence (number 7081-HQ-SML) for the tailings stockpiles which is held by the Company's subsidiary, Enviro Processing Limited ("EPL"), and runs until October 2020.

Since acquiring the resources at Kabwe, BMR has commissioned testing by consultants of various alternative methods of processing the tailings.  These metallurgical studies included leach tests, kiln tests and conceptual proposals. There are two major types of material to consider: the washplant tailings which originated from the washing the untreated primary ore feed to the plant at the former Kabwe mine; and the leachplant tailings derived from historic ore processing. 

The Directors have focused on processing the washplant tailings initially in view of the much higher metal grades they contain and the prospect of achieving greater returns in the earlier years of production and therefore swifter monetisation. At Kabwe there are 573,458 tonnes of washplant tailings grading 10.66% zinc and 7.21% lead, a combined grade of 17.87%, totalling 61,147 tonnes of zinc metal and 41,345 tonnes of lead metal, all assayed and quantified to JORC standards.

For the purpose of determining asset valuations of the washplant and leachplant tailings, the Directors have relied upon a JORC compliant report dated March 2012, which contains the following aggregate estimates for the above ground stockpiles at the Kabwe Mine site:

 

Stockpile Type

   Dry Tonnage

Zinc  Grade

 Lead  Grade

Contained Zinc- Tonnes

Contained Lead- Tonnes

Washplant (JORC)

         573,458

    10.66%

     7.21%

       61,147

        41,345

Central leachplant (JORC)

    2,648,920

    3.88%

   8.71%

    102,690

    230,810

 

While the current market value of zinc is at around $2,165 per tonne and of lead at around $1,944 per tonne, even after applying a discount of 20%, these dumps have substantial value to the Company.  As a result, the Directors accept the cost value of these acquisitions and anticipate an upward valuation once production commences.

During the period under review, the Company commissioned a Definitive Feasibility Study ("DFS") for the beneficiation of the washplant resources which was delivered in September 2013.  The Zambian Environmental Management Agency ("ZEMA") required BMR's beneficiation plans to undergo a full Environmental Social Impact Study ("EIS") which was complied with by the Company's Zambian subsidiary, EPL.  This was accepted by ZEMA in February 2014 and approved by ZEMA in August 2014.  The EIS was initially submitted in October 2013 and revised into its approved form in February 2014. ZEMA's approval was finally received in August 2014.

The Company announced on 11 December 2014 that the Directors were undertaking a peer review of the DFS for processing the washplant tailings ("WPT") at Kabwe.  The Company subsequently announced on 2 February 2015 that related test work on the WPT was well advanced.  It also announced on 2 February 2015 that preliminary metallurgical and mineralogical test work would start later that month on the leach plant residue tailings at Kabwe ("LPR"), the Company's largest JORC compliant resource.

Notwithstanding the Board's initial preference for multi-spiral gravity separation, the results of this test work ultimately did not replicate either the potential recoveries or grades of the zinc and lead in the final product claimed in the DFS, and metal recoveries were materially inferior to those reported in the DFS.

The Directors therefore concluded that the DFS, which had been commissioned in August 2013 and the results of which were accepted without sufficient challenge by the former Board, does not provide an acceptable basis for selecting an appropriate processing methodology for the Kabwe tailings.

Furthermore, the Directors resolved not to pursue gravity separation as a potential methodology for metal recovery.

 

The metallurgical and mineralogical test work on the LPR using leach processing, which was resurrected by the new Board earlier this year, has now advanced to mini-pilot stage.

The Directors were pleased to report that this proprietary process, which is being developed by the Company working with technical partners, provides a credible alternative for the recovery of zinc and lead from both the WPT and LPR tailings. Results to date are encouraging, in that the zinc and lead recoveries achieved are approximately 55% and 85%, respectively, each of which represents an improvement on the previously claimed recoveries from gravity processing in the DFS. Furthermore the process generates no toxic effluents.

The Directors therefore selected leach processing as the methodology for processing both the WPT and LPR tailings, and expect to finalise the design parameters for a pilot plant imminently.

Although the pilot plant is yet to be costed and ordered, the Directors are confident that BMR has sufficient resources to initiate pilot processing without recourse to BMR's shareholders.

Finally, the Directors have held preliminary discussions with the Director General of ZEMA to explore how best to seek permission for the establishment later this year of a leach processing pilot operation for both the WPT and LPR tailings at Kabwe. After an explanation of the potential change in process, ZEMA recommended that the Company submit a brief project description without delay and advised that sympathetic consideration would be given, with advice on the most expedient route to be taken, to gain ZEMA approval.

Other assets

As outlined under (v) Tailings Dumps above, the Company acquired further tailings from Silverlining Ventures Ltd, Stands 5203 and 5209, located close to EPL's buildings to which the Directors have attributed a value of 10% of its acquisition costs amounting to £201,235 included in 'Intangibles'. 

Previous announcements and reports

A number of queries have been raised by shareholders over the extent to which reliance can be placed on the efficacy of previous announcements made and reports issued by the Company a number of which I have been unable to verify.  While I do not intend to instigate an investigation into the validity of each communication, I would note that, while supported at the time by the then Board, a number of communications appear to have contained too optimistic a degree of expectation which, with the benefit of hindsight, was unrealistic.

By way of example, I note in particular that the Directors' Report for the 2013 accounts, signed on 29 November 2013, contained reference to:

(a)  "Lead and zinc - Kabwe: The Group has in place a detailed Definitive Feasibility Study for Kabwe lead and zinc and the Company expects the positive cash flow for this to commence in the second quarter of 2014";

(b)  "Copper - Kabwe: Based on internal analysis by technically qualified management, the copper processing at Kabwe, following ramping up to the plant nameplate capacity, is also expected to be cash positive at operating level at an annualised estimated rate of $3 million following the second quarter of 2014 with initial cash flow commencing earlier"; and

(c)  "Copper - Ndola/Chingola: The Company is also putting in place plans for a modular facility to process the copper tailings in the Ndola/Chingola areas and expects this to become cash positive during the third quarter of 2014".

I would note for shareholders in relation to each of the above statements:

(a)   there was a delay in receiving the necessary approvals and it was only on 19 August 2014 that the Company definitively announced that ZEMA had issued a written approval of the EIS for lead-zinc recovery and copper processing at Kabwe.  Therefore, the expectation that cash flow could be generated in 2014 was unrealistic and no major progress was made towards processing the zinc and lead tailings during 2014;

 

(b)  a pilot cementation plant was built at Kabwe and trial runs produced a small quantity of cement copper but the plant was not capable of being transformed into a full scale plant.  There was no filtration facility to extract solution from the leach residue while the copper concentrate did not assay at an acceptable grade.  The cementation process is the cheapest to establish but it runs at a high operating cost and a projected cash flow of $3 million per annum was extremely optimistic.  Additionally, the quantities of raw copper required for processing could not be sourced locally and overall the project was not viable; and

 

(c) the Company did plan a pilot programme intending to produce copper cathode from the tailings at Ndola, although this was  discontinued. The joint venture companies were set up in conjunction with the joint venture partners with a view to running the copper project as outlined in the 2013 accounts. The Directors have now concluded that there were very limited copper interests  held within the five joint venture companies, they have very little value and they have now been fully written-down.

Shareholders should be able to evaluate the Company's asset base and potential from the communications made by the Company since my appointment which have been given careful consideration by the Board and, where relevant, by our advisers and are subject to rigorous verification.

Related party and share dealing disclosures

I am disappointed that, in the accounts for previous years which we have analysed, related party transactions have been inadequately disclosed.  In particular, there are a number of transactions involving: (a) Swan, a company administered from the Company's offices at 6 Derby Street, a related party; and (b) Turner & Townsend (Pty) Limited, a related party because Mark Wainwright (non-executive Director and currently Acting Chief Executive) is part of the key management personnel of its parent company where he holds a position of the managing director of its Natural Resources division.  These are disclosed in Note 24 to the accounts.

In addition, there were a number of dealings in the Company's shares by Swan in the four years ended 30 June 2014 which were not disclosed by the Company and not reported to the Company by Swan, as now analysed and set out in the Directors' Report.

Overheads 

At the same time as carrying out an investigation into the assets of the Company, we have sought to limit the monthly expenditure in order to align the cost base with the operational requirements.  Our initial findings of the London office were that it was over-staffed with a high level of remuneration paid to contractors and employees and that the lease held by the Company comprised excessive and unused space which was inappropriate for the Company's activities.  Until recently, many companies were administered at 6 Derby Street on which the Company's staff were engaged, with substantial financial support having been provided to some of these by the Company. 

The Company announced on 2 February 2015 that reductions in the UK headcount of three contractors and four employees had been made.  One of the contractors was the financial controller who had previously been responsible for the preparation of the financial statements in recent years.  The Company is also seeking to re-assign the lease of the premises at 6 Derby Street, with an annualised cost of around £190,000 for nearly 4,000 sq ft which includes a one-bedroom apartment, and to find alternative office space of a modest size of around 600 sq ft and at a much reduced cost. 

Financial controls 

There was a breakdown of the implementation of the Company's financial controls, illustrated by the independent investigation, which contributed in no small measure to the write-downs that have had to be made.  In addition, there appears to have been limited due diligence on the acquisitions made by the Company.  Reports to shareholders appear to have created unrealistic expectations which could have been avoided.

I have consequently made a number of changes.  I have concentrated on establishing a solid management base with strong financial controls in order for the Company to be appropriate as a company traded on AIM, to ensure appropriate due diligence for all corporate transactions and to avoid any future material concerns over the valuation of its assets and also for thorough accountability of its working capital expenditure. 

Arrangements have been made for both Jeremy Hawke and myself to join the Boards of the Company's Zambian subsidiaries which we expect to be in place in the near future.

I would expect that shareholders will appreciate and have confidence in the considered content of announcements made subsequent to my appointment.

Results for the year

The Company reported a loss before taxation for the year ended 30 June 2014 of £9.269 million (2013 restated: £2.51 million) after adjusting for impairment write-downs and provisions of £4.57 million (2013 restated: £984,000). Administrative expenses amounted to £3.044 million (2013 restated: £1.532 million) and adjustments for share-based payments were £1.651 million (2013 restated: £Nil).  Loss per ordinary share was 0.77p (2013 restated: 0.23p.  The principal reasons for the increase in the level of administrative expenses for the year comprise: (i) an increase in foreign exchange differences of £790,000; (ii) an increase in depreciation and amortisation of £353,000; (iii) payment for separate broking services of £215,000; and (iv) settlement of £120,000 on the departure in early 2011 of a former Director.

Consolidated net assets at 30 June 2014 amounted to £8.087 million following the impairment write-downs and provisions (2013 restated: £13.44 million).  Prior year adjustments have been made against the previously stated consolidated net assets at 30 June 2013 of £17.955 million.  Cash balances at the year end amounted to £751,000 (2013 restated: £297,000).

Current cash balances amount to approximately £950,000 and the level of monthly cash burn is approximately £40,000.  The Directors expect to apply part of the available cash resources in the establishment of a pilot plant at Kabwe for commencement of the processing of the tailings.

The Company expects to announce unaudited interim results for the six months ended 31 December 2014 later in April 2015, following the announcement of which the Directors expect that the suspension of the trading of the shares on AIM will be lifted and dealings on AIM will re-commence.

Directors, management and consultant

I was pleased to announce on 2 February 2015 the appointment, as our Mining and Operations Director, of Jeremy Hawke, a chartered engineer with significant mining expertise, who has made an immediate impact on the prospects for production of our tailings in Kabwe.  In addition, Norman Lott ACA joined the Company as chief financial officer and he has provided valuable input to the accounting systems and the preparation of the accounts.

Horacio Furman, non-executive Director, and Mark Wainwright, Acting Chief Executive, have independently decided not to stand for re-election at the Annual General Meeting.  They were each appointed in 2011 as non-executive Directors.  It appears that they placed an over-reliance on the former management which was with hindsight misplaced.  They have selected not to take their remuneration from 1 July 2014 and have sacrificed their options.  However, I have found them to be helpful and I am grateful to them for having acted appropriately in their respective capacities since my appointment, challenging my proposals and supporting my actions.

I note my thanks to the management and staff in Zambia who have maintained and protected the Company's interests at Kabwe, after having had limited direction from the former management in previous years.

 

I would also like to thank in particular Dennis Bailey, a senior consultant to the Company following my appointment, who has worked tirelessly in the Company's and shareholders' best interests, providing me with valuable support, assistance and advice.

The Directors intend to announce the appointment of an additional director immediately following the conclusion of the forthcoming Annual General Meeting.

 

AGM resolutions

I have considered carefully the resolutions that are being proposed for approval by shareholders at the forthcoming Annual General Meeting summarised in the Directors' Report within the report and accounts for 2014.  These resolutions are contained in a separate circular (with a proxy card for shareholders to complete, to be despatched shortly), for the meeting to be held at 10.30am on Thursday 28 May 2015 at The Courthouse Hotel, 19-21 Great Marlborough Street, London W1F 7HL, and will also be available on the Company's website.

The Directors strongly recommend that shareholders vote in favour of all the resolutions which include: a change of name of the Company to BMR Mining PLC to reflect a separation from the past; a share re-organisation to reduce the par value of the shares in order that any new equity funds can be raised by the Company in due course as the market price on the commencement of trading when the suspension is lifted is likely to be below the par value; and a limited share consolidation to restore the likely market price to a level above one pence per share.

Outlook

While I have serious reservations over the previous actions taken, and financial control exercised, by the Company, I am confident that the Company has an effective asset base of significant potential value through its tailings at Kabwe and which I intend to process for the realisation of zinc and lead concentrates in order to generate revenues for the benefit of our shareholders.  Management time will now be largely focused on the establishment of a suitable processing plant at Kabwe and on the production of a saleable zinc/lead concentrate from the washplant and leachplant tailings. An announcement on the timing for the start of production will only be made once our plans are finalised.

Furthermore, I have made a number of changes to the team and advisers, engaging parties with whom I have worked previously and in whom I have a high degree of confidence, and I believe that the Company is now well placed for delivery and accountability to shareholders.

I am confident that the Company now has a viable future with a solid asset base and I look forward to updating shareholders in this new chapter.

 

Alex Borrelli

Chairman

 

Note:

This release has been reviewed by Geoff Casson, B.Sc. (Hons), PhD, R Eng (Zambia), Member Engineering Institute of Zambia (Metallurgy), General Manager of the Company's Zambian subsidiary, Enviro Processing Ltd, who is a Qualified Person in accordance with the guidance note for Mining, Oil & Gas Companies issued by the London Stock Exchange in respect of AIM Companies. 

 

TRANSACTIONS WITH DIRECTORS AND RELATED PARTIES

 

Swan Logistics Limited ("Swan") was engaged in the purchase and sale of shares in the Company which were not disclosed by SLL and its holding, held through WB Nominees, was 34,475,975 shares in the Company as at 11 October 2011.  As at 18 February 2015, Swan agreed to the conversion of 12,472,798 shares in the Settlement Agreement into deferred shares at the next general meeting of the Company, such deferred shares having no economic or voting rights, and being de-listed from trading on the AIM Market, with lock-in provisions until such date.  Swan currently holds approximately 5 million shares.

 

Our records indicate the following transactions took place over at least the previous three financial years:

Share purchases and sales in the Company's shares by Swan in the years ended 30 June


2011

2012

2013

2014

Shares acquired

Cost


32,160,000

£981,827.78

2,050,000

£73,100.01







Shares sold

Proceeds

7,023,555*

£484,049.88*

1,000,000

£52,103.63

5,000,000

£117,167.39

4,200,000

£103,430.00

* this figure is based on information available since November 2010 only

The purchase of BMR shares by Swan was financed by transfers from BMR and the proceeds of disposals repaid to BMR.

Transfers by the Company to Swan and from Swan to the Company are noted in the table below:

Transfers between Swan and the Company in the years ended 30 June


2011

2012

2013

2014

Total







Amounts paid to Swan

£1,568,243

£2,249,800

£1,284,110

£530,308

£5,632,461







Amounts received back from Swan

£423,000

£60,000

£447,157

£105,000

£1,035,157

 

 

Further detail in relation to related party transactions is provided in Note 24.

 

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF                                    BERKELEY MINERAL RESOURCES PLC

We have audited the financial statements of Berkeley Mineral Resources plc for the year ended 30 June 2014 which comprise the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Comprehensive Income, the Consolidated and Company Cash Flow Statements, the Consolidated and Parent Company Statement of Changes in Equity and the related notes numbered 1 to 27.

The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.

In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report

Basis for qualified opinion on financial statements

As set out in note 9 (prior period adjustments) and note 24 (related parties) certain accounting irregularities in relation to transactions entered into by the company were identified during the period. Due to the nature of these matters the audit evidence available to us was limited due to their nature and also because the directors, employees and consultants of the Group involved in these transactions are no longer employed by the Group. We consider that the current directors have taken all available steps to satisfy themselves that these transactions have been appropriately included and disclosed in the financial statements.  Nevertheless, the nature of the issues, as disclosed, are such that there remains uncertainty over the correct statement of the Statement of Financial Position at 30 June 2013 and the application of Group funds and any associated liabilities during the period.  

Qualified opinion on financial statements

In our opinion, except for the effects of the matters described in the Basis for Qualified Opinion paragraph:

·      the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 30 June 2014  and of the group's loss for the year then ended;

·      the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;

·      the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union as applied in accordance with the provisions of the Companies Act 2006; and

·      the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

In respect solely of the limitation on our work as described above:

·      we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

·      we were unable to determine whether adequate accounting records had been kept.

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

·      returns adequate for our audit have not been received from branches not visited by us; or

·      the financial statements are not in agreement with the accounting records and returns; or

·      certain disclosures of directors' remuneration specified by law are not made.

 

 

 

Leo Malkin

Senior Statutory Auditor

For and on behalf of

Crowe Clark Whitehill LLP

Statutory Auditor

St Bride's House

10 Salisbury Square

London EC4Y 8EH

 

14 April 2015

 


 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

Year ended 30 June 2014

 

 

Notes

 

2014

£

 

2013

£

 

 

 

Restated

Continuing operations

 

 

 

 

 

 

 

 

 

 

 

Administrative expenses

6

(3,043,518)

(1,531,746)

Impairment write down and provision

 

(4,570,064)

(984,307)

Share based payment

19

(1,650,828)

(113,718)

 

 

 

 

Total administrative expenses

 

(9,264,410)

(2,629,771)

 

 

 

 

Finance expense

6

(4,868)

-

Finance income

6

583

6,161

 

 

                    

                    

Loss before tax

 

(9,268,695)

(2,623,610)

Taxation

10

-

-

 

 

                    

                    

Loss for the year after taxation attributable to equity holders of the parent company

 

(9,268,695)

(2,623,610)

 

 

 

 

Other comprehensive loss

 

 

 

 

 

 

 

Exchange translation differences on foreign operations

 

(636,005)

(243,150)

 

 

 

 

Total comprehensive loss for the year attributable to equity holders of the parent company

 

(9,904,700)

(2,866,760)

 

 

                    

                    

 

 

 

 

 

 

 

 

 

 

 

 

Loss per ordinary share

 

 

 

Basic and diluted (pence)

11

(0.77)p

(0.25)p

 

 

                    

                    

 


 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

As at 30 June 2014

Company No. 02401127

 


 

 

Notes

 

2014

£

 

2013

£

 

2012

£


 


(Restated)

(Restated)

 

Assets

 




Non-current assets

 




Intangible exploration and evaluation assets

12a

9,829,462

14,631,896

11,492,264

Property, plant and equipment

13

135,243

186,670

37,329

Prepayment for non-current assets

12b

-

-

-


 

                    

                    

                    


 

9,964,705

14,818,566

11,529,593


 

                    

                    

                    

Current assets

 




Trade and other receivables

15a

118,121

414,632

37,205

Cash and cash equivalents

15b

750,695

297,293

4,387,490


 

                    

                    

                    


 

868,816

711,295

4,424,695


 

                    

                    

                    

Total assets

 

10,833,521

15,530,491

15,954,288


 

                    

                    

                    

Liabilities

 




Current liabilities

 




Trade and other payables

17

891,136

235,690

251,445


 

                    

                    

                    

Total current liabilities

 

891,136

235,690

251,445


 

                    

                    

                    

Non current liabilities

 




Deferred tax

16

1,855,145

1,855,145

1,855,145


 

                    

                    

                    

Total non current liabilities

 

1,855,145

1,855,145

1,855,145


 

                    

                    

                    

Total liabilities

 

2,746,281

2,090,835

2,106,590


 

                    

                    

                    

Net assets

 

8,087,240

13,439,656

13,847,698


 

                    

                    

                    

Equity

 

 

 

 

Share capital

18

20,178,002

18,281,348

17,581,348

Share premium

18

20,462,101

17,169,957

15,524,957

Warrant reserve

 

-

2,287,342

2,173,624

Merger reserve

 

1,824,000

1,824,000

1,824,000

Translation reserve

 

(968,704)

(332,699)

(89,549)

Retained earnings

 

(33,408,159)

(25,151,191)

(23,166,682)


 

                    

                    

                    

Total equity

 

8,087,240

13,439,656

13,847,698


 

                    

                    

                    

 

The financial statements were approved by the Board of Directors and authorised for issue on 14 April 2015 and were signed on its behalf by

 

 

M A Borrelli


 

 

CONSOLIDATED STATEMENT OF CASH FLOW

 

Year ended 30 June 2014

 

 

 

2014

£

 

2013

£


 

 

(Restated)

Cash flows from operating activities

 



Loss before tax

 

(9,268,695)

(2,623,610)

Adjustments to reconcile net losses to cash utilised :

 



Amortisation of exploration and evaluation assets

 

370,045

277,552

Impairment of exploration and evaluation assets

 

3,586,478

-

Depreciation of property, plant and equipment

 

68,880

47,326

Impairment of property, plant and equipment

 

59,006

-

Other impairment of write down and provision

 

924,580

984,307

Loss on disposal of fixed asset

 

758

-

Finance income

 

(583)

(6,161)

Share based payments

 

1,650,828

113,718


 




 

                    

                    

Operating cash outflows before movements in working capital

 

 

(2,608,703)

 

(1,206,868)

Changes in:

 



Trade and other receivables

 

(276,571)

(377,427)

Trade and other payables

 

898,897

314,458


 




 

                    

                    

Net cash outflow from operating activities

 

(1,986,377)

(1,269,837)


 

                    

                    

Investing activities

 



Interest received

 

583

6,161

Purchases of property, plant and equipment

 

(73,263)

(198,867)

Purchases of intangible exploration and evaluation assets

 

(359,591)

(3,785,144)

Advance payment for purchase of non-current assets

 

(36,970)

(1,181,467)


 

                    

                    

Net cash outflow from investing activities:

 

(469,241)

(5,159,317)


 

                    

                    

Cash flows from financing activities

 



Proceeds from issue of shares and warrants

 

3,028,062

2,345,000

Share issues costs

 

(126,605)

-


 

                    

                    

Net cash inflow from financing activities

 

2,901,457

2,345,000


 

                    

                    


 



Net (decrease)/increase in cash and cash equivalents

 

445,839

(4,084,154)

Effect of foreign exchange rate changes

 

7,563

(6,043)

Cash and cash equivalents at beginning of year

 

297,293

4,387,490


 

                    

                    

Cash and cash equivalents at end of year

 

750,695

297,293


 

                    

                    

 

 


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

Year ended 30 June 2014

 

 

Share capital

Share premium

Warrant reserve

Merger

reserve

Translation

reserve

Retained earnings

Total

equity

 

£

£

£

£

£

£

£

 

 

 

 

 

 

 

 

As at 30 June 2012

17,581,348

15,524,957

2,173,624

 

1,824,000

 

252,325

 

(19,973,917)

17,382,337

Effect of retrospective adjustment

-

-

-

-

(341,874)

(3,192,765)

(3,534,639)

 

                

                  

                    

                    

                    

                    

                

As at 30 June 2012 (restated)

17,581,348

15,524,957

2,173,624

1,824,000

(89,549)

(23,166,682)

13,847,698

Total comprehensive loss for the year

-

-

113,718

 

-

 

(243,150)

 

(2,623,610)

(2,753,042)

Issue of shares

700,000

1,645,000

-

 

-

 

-

 

-

2,345,000

 

                

                  

                    

                    

                    

                    

                    

As at 30 June 2013 (restated)

18,281,348

17,169,957

2,287,342

 

1,824,000

 

(332,699)

 

(25,790,292)

13,439,656

Total comprehensive loss for the year

-

-

1,650,828

 

-


(636,005)

 

(9,268,695)

(8,253,872)

Issue of shares

1,896,654

1,131,407

-

 

-

 

-

 

-

3,028,061

Share issue costs

-

(126,605)

-

-

-

-

(126,605)

Adjustment of reserves on warrants exercised and lapsed

-

2,287,342

(3,938,170)

-

-

1,650,828

-

 

                

                  

                    

                    

                    

                    

                    

As at 30 June 2014

20,178,002

20,462,101

-

1,824,000

(968,704)

(33,408,159)

8,087,240

 

                  

                    

                    

                    

                   

                    

                    

 

 

 

 

Reserves Description and purpose

•     Share capital                  -   amount subscribed for share capital at nominal value

 

•     Share premium             -   amounts subscribed for share capital in excess of nominal value

 

•     Warrant reserve            -   amount arising on the issue of warrants during the year

 

•     Merger reserve              -   amount arising from the issue of shares for non-cash consideration

 

•     Translation reserve  -   amounts arising on re-translating the net assets of overseas operations into the presentational currency

 

•     Retained earnings         -   cumulative net gains and losses recognised in the consolidated income statement


 

COMPANY STATEMENT OF FINANCIAL POSITION

 

As at 30 June 2014

Company No. 02401127

 

Notes

 

2014

£

 

2013

£

 

2012

£

Assets

 


(Restated)

(Restated)

Non-current assets

 




Property, plant and equipment

13

71,348

43,268

3,119

Investment in subsidiaries

14

7,955,774

14,228,781

9,942,912

Prepayment for non-current assets

12b

-

-

72,094


 

                    

                    

                    


 

8,027,122

14,272,049

10,018,125


 

                    

                    

                    

Current assets

 




Trade and other receivables

15a

100,107

186,461

33,448

Cash and cash equivalents

15b

685,795

259,808

4,383,692


 

                    

                    

                    


 

785,902

446,269

4,417,140


 

                    

                    

                    

Total assets

 

8,813,024

14,718,318

14,435,265


 

                    

                    

                    

Liabilities

 




Current liabilities

 




Trade and other payables

17

877,398

222,735

237,277


 

                    

                    

                    

Total liabilities

 

877,398

222,735

237,277


 

                    

                    

                    

Net assets

 

7,935,626

14,495,583

14,197,988


 

                    

                    

                    

Equity

 

 

 

 

Share capital

18

20,178,003

18,281,348

17,581,348

Share premium

18

20,462,101

17,169,957

15,524,957

Warrant reserve

 

-

2,287,342

2,173,624

Merger reserve

 

1,824,000

1,824,000

1,824,000

Retained earnings

 

(34,528,478)

(25,067,064)

(22,905,941)


 

                    

                    

                    

Total equity

 

7,935,626

14,495,583

14,197,988


 

                    

                    

                    

 


 




COMPANY CASH FLOW STATEMENT

for the year ended 30 June 2014                                                                                                                                

 

 

2014

£

 

2013

£


 

 

Restated

Cash flows from operating activities

 



Loss before tax

 

(11, 112,242)

(2,047,405)

Adjustments to reconcile net losses to cash utilised :

 



Depreciation of property, plant and equipment

 

17,816

780

Impairment of investment in subsidiaries

 

6,250,000

-

Finance income

 

(583)

(6,161)

Share based payments

 

1,650,828

-

Other impairment write down and provision

 

36,970

1,181,467


 

                    

                    

Operating cash outflows before movements in working capital

 

 

(3,157,211)

 

(871,319)

Changes in:

 



Trade and other receivables

 

86,354

(153,013)

Trade and other payables

 

654,664

(14,543)


 




 

                    

                    

Net cash outflow from operating activities

 

(2,416,193)

(1,038,875)


 

                    

                    

Investing activities

 



Interest received

 

583

6,161

Movement in intercompany accounts

 

23,006

(4,213,774)

Purchases of property, plant and equipment

 

(45,896)

(40,929)

Advance payment for purchase of non-current assets

 

(36,970)

(1,181,467)


 

                    

                    

Net cash outflow from investing activities:

 

(59,277)

(5,430,009)


 

                    

                    

Cash flows from financing activities

 



Proceeds from issue of shares and warrants

 

3,028,062

2,345,000

Share issue costs

 

(126,605)

-


 

                    

                    

Net cash inflow from financing activities

 

2,901,457

2,345,000


 

                    

                    


 



Net (decrease)/increase in cash and cash equivalents

 

425,987

(4,123,884)

Cash and cash equivalents at beginning of year

 

259,808

4,383,692


 

                    

                    

Cash and cash equivalents at end of year

 

685,795

259,808


 

                    

                    


 

COMPANY STATEMENT OF CHANGES IN EQUITY

 

Year ended 30 June 2014

 

 

Share capital

Share premium

Warrant reserve

Merger

reserve

Retained earnings

Total

equity

 

£

£

£

£

£

£

 

 

 

 

 

 

 

As at 30 June 2012

17,581,348

15,524,957

2,173,624

 

1,824,000

 

(19,860,941)

17,242,988

Effect of retrospective adjustment

-

-

-

-

(3,045,000)

(3,045,000)

 

                

                  

                    

                    

                    

                    

 

 

 

 

 

 

 

Restated at 30 June 2012

17,581,348

15,524,957

2,173,624

1,824,000

(22,905,941)

14,197,988

Total comprehensive loss for the year

-

-

113,718

 

-

 

(2,161,123)

(2,047,405)

Issue of shares and warrants

700,000

1,645,000

-

 

-

 

-

2,345,000

Transfer on exercise of warrants

-

-

-

 

-

 

-

-

 

                

                  

                    

                    

                    

                    

As at 1 July 2013

18,281,348

17,169,957

2,287,342

 

1,824,000

 

(25,067,064)

14,495,583

Total comprehensive loss for the year

-

-

1,650,828

 

-

 

(11,112,242)

(9,461,414)

Issue of shares

1,896,655

1,131,407

-

 

-

 

-

3,028,062

Share issue costs

-

(126,605)

-

-

-

(126,605)

Warrants exercised

-

1,941,742

(3,592,570)

-

1,650,828

-

Warrants lapsed

-

345,600

(345,600)

-

-

-

 

                

                  

                    

                    

                    

                    

As at 30 June 2014

20,178,003

20,462,101

-

1,824,000

(34,528,478)

7,935,626

 

                  

                    

                    

                    

                    

                    

 

 

Reserves Description and purpose

•     Share capital                  -   amount subscribed for share capital at nominal value

 

•     Share premium             -   amounts subscribed for share capital in excess of nominal value

 

•     Warrant reserve            -   amount arising on the issue of Warrants during the year

 

•     Merger reserve              -   amount arising from the issue of shares for non-cash consideration

 

•     Translation reserve  -   amounts arising on re-translating the net assets of overseas operations into the presentational currency

 

•     Retained earnings         -   cumulative net gains and losses recognised in the consolidated income statement


NOTES TO THE ACCOUNTS

Year ended 30 June 2014

 

1.         GENERAL INFORMATION

Berkeley Mineral Resources PLC (the 'Company') is incorporated and domiciled in the United Kingdom. The address of the registered office is 6 Derby Street, London W1J 7AD.

 

The nature of the Group's operations and its principal activity is that of the acquisition, evaluation and development of mineral stockpiles in particular tailings.  The Group's projects are located in Zambia.

 

 

2.         ADOPTION OF NEW AND REVISED STANDARDS

The accounting policies adopted by the Group are consistent with those of the previous financial year except in the current financial year, the Group has adopted all the new and revised standards and Interpretations of IFRS that are effective for annual periods beginning on or after 1 July 2013. The adoption of these standards and interpretations did not have any effect on the financial performance or position of the Group and the Company.

 

The following Standards and Interpretations which have not been applied in the financial statements were in issue but not yet effective (and in some cases had not yet been endorsed by the EU). The Directors do not expect that the adoption of these Standards or Interpretations in future periods will have a material impact on the financial statements of the Company or the Group.

 

 

Issued but not yet EU adopted

Amendment to IFRS 9 - Financial instruments

 

Issued and EU adopted

IFRS 10 - Consolidated Financial Statements

IFRS 11 - Joint Arrangements

IFRS 12 - Disclosure of Interest in Other Entities

IFRS 14 - Regulatory Deferral Accounts

IFRS 15 - Revenue from Contracts with Customers

IFRIC 21 - Levies

Amendment to IAS 19 - Defined Benefit Plans: Employee Contributions

Amendment to IAS 27 - Equity Method in Separate Financial Statements

Amendment to IAS 36 - Recoverable Amount Disclosures for non-Financial Assets

Amendment to IAS 39 - Novation of Derivatives and Continuation of Hedge Accounting

Amendment to IFRS 11 - Accounting for Acquisitions of Interests in Joint Operations

Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27)

Agriculture: Bearer Plants (Amendments to IAS 16 and IAS 41)

Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38)

 

 

 

3.(a)   SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB') and as adopted by the European Union ('EU') and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

The principal accounting policies adopted are set out below.

 

The Group financial information is presented in Pounds Sterling ("£"). For reference the year end exchange rate from Pounds Sterling to US Dollar was 1.7048 (2013: 1.52) and Pounds Sterling to Zambian Kwacha was 10.5483 (2013: 8.4213).

 

As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present its Income Statement for the year. The Company reported a loss for the financial year ended 30 June 2014 of £11,112,242 (2013: £2,047,405).

 

Going concern

 

After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources through its cash balances to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

The operational requirements of the Company comprise maintaining a Head Office in the UK with executive and non-executive Directors for, amongst other things, determining and implementing strategy and managing operations; and a team in Kabwe, Zambia for establishing facilities for the processing of the Company's tailings into zinc and lead concentrates.  The Directors have considered the current level of cash balances and the operational requirements of the Company in both the UK and Zambia over the next 12 months and the expected establishment of a pilot plant following successful completion of preliminary metallurgical and mineralogical test work on the leach plant residue tailings.  The proprietary process being developed by the Company working with technical partners provides a creditable alternative process for the recovery of zinc and lead for both the wash plant tailings and the leach plant residue tailings.  The Directors have already held preliminary discussions with the Director General of the Zambia Environmental Management Agency ("ZEMA") to seek permission for the establishment a 30 tonne per hour pilot operation at Kabwe later this year for the new process which generates no toxic effluents. After an explanation of the process, ZEMA recommended that the Company submit a brief project description without delay and advised that sympathetic consideration would be given, with advice on the most expedient route to be taken, to gain ZEMA approval.  The Directors believe that the current cash resources which include £960,000 received in the Settlement Agreement are sufficient for the Group's current operations and for establishing the pilot plant in order to be able to commence production of zinc and lead concentrates from the wash plant and leach plant residue tailings.

 

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 each year. 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.

 

The results of subsidiaries acquired of 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. Where necessary, adjustments are made to the financial statements of subsidiaries to bring accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

 

Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the Board of Directors.

 

 

Foreign currencies

The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency).

 

For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in £, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

 

In preparing the financial statements of the individual companies, transactions in currencies other than the functional currency of each Group company ('foreign currencies') are recorded in the functional currency 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 into the functional currency 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. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

Exchange differences are recognised in the income statement in the period in which they arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation, and which are recognised in the foreign currency translation reserve and recognised in the income statement on disposal of the net investment.

 

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign 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 f luctuate significantly during that period, in which case the exchange rates at the date of transactions are used. 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.

 

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 year. 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 years 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 the initial recognition of 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.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

 

 

Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated depreciation and any recognised impairment loss.

 

Depreciation and amortisation is charged so as to write off the cost or valuation of assets, other than land, over their estimated useful lives, using the straight-line method, on the following bases:

 

Motor vehicles         25% Other        25%

 

The gain or loss arising on disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income.

 

Impairment of property, plant and equipment

At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash f lows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

Recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash f lows are discounted to their present value using a pre-tax discount rate that ref lects current market assessments of the time value for money and the risks specific to the asset for which the estimates of future cash f lows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

 

Intangible exploration and evaluation assets

Intangibles exploration and evaluation assets comprise of land use rights, mining licences and Exploration and Evaluation ("E&E") costs.

 

The land use rights and mining licences are stated at cost less accumulated amortization and impairment losses. They are amortised using the straight line basis over the unexpired period of the rights.

 

The Group applies the full cost method of accounting for E&E costs, having regard to the requirements of IFRS 6 Exploration for and Evaluation of Mineral Resources. Under the full cost method of accounting, costs of exploring for and evaluating mineral resources are accumulated by reference to appropriate cost centres being the appropriate licence area, but are tested for impairment on a cost pool basis as described below.

 

E&E assets comprise costs of (i) E&E activities that are ongoing at the balance sheet date, pending determination of whether or not commercial reserves exist and (ii) costs of E&E activities associated with adding to the commercial reserves of an established cost pool, did not result in the discovery of commercial reserves.

 

Costs incurred prior to having obtained the legal rights to explore an area are expensed directly to the income statement as they are incurred.

 

Exploration and evaluation costs

All costs of E&E are initially capitalised as E&E assets. Payments to acquire the legal right to explore, costs of technical services and studies, seismic acquisition, exploratory drilling and testing are capitalised as intangible E&E assets.

 

Such costs include directly attributable overheads, including the depreciation of property, plant and equipment utilised in E&E activities, together with the cost of other materials consumed during the exploration and evaluation phases.

 

Treatment of E&E assets at conclusion of appraisal activities

Intangible E&E assets related to each exploration licence/prospect are carried forward, until the existence (or otherwise) of commercial reserves has been determined. If commercial reserves have been discovered, the related E&E assets are assessed for impairment on a cost pool basis as set out below and any impairment loss, of the relevant E&E assets is the reclassified as development and production assets.

 

Impairment of E&E assets

E&E assets are assessed for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount. Such indicators include, but are not limited to, those situations outlined in paragraph 20 of IFRS 6 Exploration for and Evaluation of Mineral Resources and include the point at which a determination is made as to whether or not commercial reserves exist.

 

Where there are indications of impairment, the E&E assets concerned are tested for impairment. Where the E&E assets concerned fall within the scope of an established full cost pool, the E&E assets are tested for impairment together with all development and production assets associated with that cost pool, as a single cash generating unit.

 

The aggregate carrying value is compared against the expected recoverable amount of the pool, generally by reference to the present value of the future net cash f lows expected to be derived from production of commercial reserves. Where the E&E assets to be tested fall outside the scope of any established cost pool, there will generally be no commercial reserves and the E&E assets concerned will generally be written off in full.

 

Any impairment loss is recognised in the income statement as additional depreciation and amortisation, and separately disclosed.

 

The Group considers the whole of Zambia to be one cost pool and therefore aggregates all Zambian assets for the purpose of determining whether an impairment of E&E assets has occurred.

 

Investment in subsidiaries

In the Company's financial statements, investment in subsidiaries are stated at cost and reviewed for impairment if there are any indications that the carrying value may not be recoverable.

 

Related party transactions

IAS 24, 'Related Party Disclosures', requires the disclosure of the details of transactions between the reporting entity and related parties which are disclosed in Note 24. In the consolidated financial statements, all transactions between Group companies are eliminated. 

 

Financial instruments

Recognition of financial assets and financial liabilities

 

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.

 

De-recognition of financial assets and financial liabilities

The Group derecognises a financial asset only when the contractual rights to cash f lows from the asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for the amount it June have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.  The Group derecognises financial liabilities when the Group's obligations are discharged, cancelled or expired.

 

Trade and other receivables

Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost less any provision for impairment.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash with three months or less remaining to maturity and are subject to an insignificant risk of changes in value.

 

The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of a financial asset classified as available for sale, a significant or prolonged decline in the fair value of the financial asset below its cost is considered as an indicator that the financial asset is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on financial assets are not reversed through the income statement.

 

Trade and other payables

Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

 

Assets under hire purchase

Assets acquired under hire purchase are capitalised in the financial statements and are depreciated in accordance with the policy set out as above. Each hire purchase payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. Finance charges are recognised in profit or loss over the period of the respective hire purchase agreements.

 

Hire purchases are classified as finance leases as the terms of the lease transfer substantially all of the risk and rewards of ownership to the lessee

 

Provisions

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outf low of economic resource will result and that outf low can be reliably measured.

 

Rehabilitation

Provisions are made for the estimated rehabilitation costs relating to areas disturbed during exploration activities up to reporting date but not yet rehabilitated. Changes in estimate are dealt with on a prospective basis as they arise.

 

Share-based payments

The Group has applied IFRS 2 Share-based Payment for all grants of equity instruments.

 

The Group issues equity-settled share-based payments to its 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 the shares that will eventually vest.

 

Fair value is measured using the Black Scholes 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. The inputs to the model include: the share price at the date of grant, exercise price expected volatility, risk free rate of interest.

 

Share capital

Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Groups ordinary shares are classified as equity instruments.

For the purposes of the disclosures given in note 20, the Group considers its capital to be total equity. There have been no changes in what the Group considers to be capital since the previous period.

The Group is not subject to any externally imposed capital requirements.

 

 

4.         CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the application of the Group's accounting policies, which are described in note 3, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of the assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods.

 

The following are the critical judgements and estimations that the Directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements:

 

i)        Recoverability of exploration and evaluation assets

Determining whether an exploration and evaluation asset is impaired requires an assessment of whether there are any indicators of impairment, including by reference to specific impairment indicators prescribed in IFRS 6 Exploration for and Evaluation of Mineral Resources.  If there is any indication of potential impairment, an impairment test is required based on value in use of the asset. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. The carrying amount of the Group's exploration and evaluation assets at the balance sheet date was £9,829,462 (2013: £14,631,896). Impairments of £3,586,479 relating to specific areas detailed in the Chairman's report were made during the year.

 

The fair value adjustment of £7,135,175 arising from the acquisition of the EML group as outlined in note 12(a) has been impaired by £250,000 in relation to the NLL facilitation fee paid as part of the cash consideration at the time of the acquisition. The value now included in the exploration and evaluation assets amounts to £6,885,175. On the basis of third party reports incorporating values derived from JORC classifications and internal evaluation  of future income streams allied with the associated production costs, net present values, using conservative discount rates, have been generated which are well in excess of this figure and the overall costs capitalised as intangible assets in the balance sheet.

 

The recoverable amount is determined from value in use calculations based on cash flow projections from revenue and expenditure forecasts covering a 5 year period to 2020, the expiry date of the small scale license. The key assumptions used are as follows:

Discount rate


20%

Prevailing Metal prices**



-      Zinc


$2,060 per tonne

-      Lead


$1,725 per tonne

Risk factors build in as follow:



-      rejection of fine materials


45%

-      recovery rate of metal


60%

-      concentration rate to produce final materials


45%




Estimated monthly tonnage of Zinc and Lead (JORC Compliant)


10,342

                               

          ** Prevailing metal prices extracted from London Metal Exchange as at 27 February 2015

 

ii)       Going concern

As disclosed in note 3 (a) the Directors have a reasonable expectation that the Company has adequate resources through its cash balances to continue in operational existence for the foreseeable future. For this reason, the Company continues to adopt the going concern basis in preparing the financial statements.

 

iii)       Provisions for liabilities

As a result of exploration activities the Group is required to make provision for rehabilitation. Significant uncertainty exists as to the amount of rehabilitation obligations which may be incurred due to the impact of possible changes in environmental legislation. Due to the early stage of exploration activity no significant damage has been caused and, therefore, no provision has been recognised at 30 June 2014 (2013: £nil) in the Group and the Company balance sheets.

 

iv)     Share based compensation

In order to calculate the charge for share-based compensation as required by IFRS 2, the Group makes estimates principally relating to the assumptions used in its option-pricing model as set out in note 19.

 

 

               

5.         SEGMENTAL REPORTING

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments and making strategic decision, has been identified as the Board of Directors.  The Board of Directors considers there to be only one operating segment, the exploitation and development of mineral resources and only two geographical segments being Zambia and the UK.

 

The geographical split of loss and assets and liabilities are as follows:

 

 


 

UK

£

Zambia

£

Total

£

2014

 




 


 




 

Loss before tax

 

(5,112,241)

(4,156,454)

(9,268,695)

 


 

                    

                    

                    

 

Non-current assets

 




 

Intangible exploration and evaluation assets

 

-

9,829,462

9,829,462

 

Property, plant and equipment

 

71,348

63,895

135,243

 


 

                    

                    

                    

 


 

71,348

9,893,357

9,964,705

 


 

                    

                    

                    

 

Current assets

 




 

Trade and other receivables

 

100,107

18,014

118,121

 

Cash and cash equivalents

 

685,795

64,900

750,695

 


 

                    

                    

                    

 


 

785,902

82,914

868,816

 


 

                    

                    

                    

 

Total assets

 

857,250

9,976,271

10,833,521

 


 

                    

                    

                    

 


 




 

Current liabilities

 

877,398

13,738

891,136

 


 




 

Non-current liabilities

 

-

1,855,145

1,855,145

 


 

                    

                    

                    

 


 

                    

                    

                    

 

Net assets

 

(20,148)

8,107,388

8,087,240

 


 

                    

                    

                    

 

 

 

 

 


 




2013 (restated)

 





 




Loss before tax

 

(2,161,123)

(462,487)

(2,623,610)


 

                    

                    

                    

Non-current assets

 




Intangible exploration and evaluation assets

 

-

14,631,896

14,631,896

Property, plant and equipment

 

43,268

143,402

186,670


 

                    

                    

                    


 

43,268

14,775,298

14,818,566


 

                    

                    

                    


 

                    

                    

                    

Current assets

 




Trade and other receivables

 

186,461

228,171

414,632

Cash and cash equivalents

 

259,808

37,485

297,293


 

                    

                    

                    


 

446,269

265,656

711,925


 

                    

                    

                    

Total assets

 

489,537

15,040,954

15,530,491


 

                    

                    

                    


 




Current liabilities

 

222,735

12,955

235,690


 




Non-current liabilities

 

-

1,855,145

1,855,145


 

                    

                    

                    


 

                    

                    

                    

Net assets

 

266,802

13,172,854

13,439,656


 

                    

                    

                    


 

 

6.        LOSS FOR THE YEAR

The loss for the year has been arrived at after charging / (crediting)

 


2014

2013


£

£

Depreciation of property, plant and equipment  (note12)                                              

307,987

47,327

Amortisation of intangibles

370,045

277,552

Impairment write down and provision **

4,570,064

984,307

Operating lease costs (Office rental costs)

130,613

83,788

Staff costs (note 8)                                                                                                                              

284,142

289,367

Share based payment charge                                                                                     

1,650,828

-

Net foreign exchange loss/(gain)                                                                                                    

    828,036

(38,257)

Finance income

(583)

(6,161)




**Impairment write and provision arising from:-



-      Intangibles exploration and evaluation assets impairment write down (note 12a)

3,586,478

-

-      Prepayment for non-current assets impairment write down (note 12b)

36,970

1,181,467

-      Property, plant and machinery impairment write down (note 13)

59,006

-

-      Other receivables write off

619,119

-

-      Other payable provision /(write back)

268,491

(197,160)


4,570,064

984,307

 

 

7.         AUDITORS' REMUNERATION

Amounts payable in respect of audit of the Company's annual accounts were £30,000 (2013: £14,000).

 


8.         STAFF COSTS


2014

Number

2013

Number

Directors

3

3

Consultant

1

1

Support staff (including Zambia employees)

30

18

The average monthly number of employees

34

22

 


£

£

Their aggregate remuneration comprised



Wages and salaries

290,045

256,889

Pension

12,000

12,000

Social security costs

17,903

20,478


284,142

289,367

 

Included within staff costs £162,511 (2013: £137,148) relates to amounts in respect of Directors.

 

 

9(a).   PRIOR PERIOD ADJUSTMENT (GROUP) 2013

 

 

 

Previously

Stated

£

2013

Adjustment

£

Restated

2013

£

Loss for the year

 

 

 

 

Administrative expenses

 

(1,254,194)

(1,261,859)

(2,516,053)

 

 

                      

                    

                    

Loss for the year after taxation

 

(1,248,033)

(1,261,859)

(2,509,892)

 

 

                    

                    

                    

Other comprehensive loss

 

 

 

 

Exchange translation differences on foreign operations

 

(524,682)

 

281,532

(243,150)

 

 

 

 

 

Total comprehensive loss for the year

 

(1,772,715)

(980,327)

(2,753,042)

 

 

                    

                    

                    

Net Assets

 

 

 

 

Non-current assets

 

 

 

 

Intangible exploration and evaluation assets

 

15,252,295

(620,399)

14,631,896

Property, plant and equipment

 

170,267

16,403

186,670

Prepayment for non-current assets

 

4,226,467

(4,226,467)

-

 

 

                    

                    

                    

 

 

19,649,029

(4,830,463)

14,818,566

 

 

                    

                    

                    

Current assets

 

 

 

 

Trade and other receivables

 

414,632

-

414,632

Cash and cash equivalents

 

297,293

-

297,293

 

 

                    

                    

                    

 

 

711,925

-

711,925

 

 

                    

                    

                    

Total assets

 

20,360,954

(4,830,463)

15,530,491

 

 

                    

                    

                    

Current liabilities

 

 

 

 

Trade and other payables

 

432,850

(197,160)

235,690

 

 

                    

                    

                    

Total current liabilities

 

432,850

(197,160)

235,690

 

 

                    

                    

                    

Non-current liabilities

 

 

 

 

Deferred tax

 

1,973,482

(118,337)

1,855,145

 

 

                    

                    

                    

Total non-current liabilities

 

1,973,482

(118,337)

1,855,145

 

 

                    

                    

                    

Total liabilities

 

 

2,406,332

 

(315,497)

 

2,090,835

 

 

                    

                    

                    

Net assets

 

17,954,622

(4,514,966)

13,439,656

 

 

                    

                    

                    

 

 

 

 

 

Translation reserve

 

(272,357)

(60,342)

(332,699)

Retained earnings

 

(21,335,668)

(3,815,523)

(25,151,191)

 

 

                    

                    

                    

Total equity

 

17,954,622

(4,514,966)

13,439,656

 

 

                    

                    

                    

 

 

 

 

 

The nature of the prior period adjustments are detailed in notes 12(a), 12(b), 14 and 17.

 

 

9(b).   PRIOR PERIOD ADJUSTMENT (GROUP 2012)

 

 

 

Previously

Stated

£

2012

Adjustment

Restated

2012

£

 

Net Assets

 

 

 

 

Non-current assets

 

 

 

 

Intangible exploration and evaluation assets

 

9,877,922

1,614,542

11,492,464

Property, plant and equipment

 

37,329

-

37,329

Prepayment for non-current assets

 

5,182,373

(5,182,373)

-

 

 

                    

                    

                    

 

 

15,097,624

(3,567,831)

11,529,793

 

 

                    

                    

                    

Current assets

 

 

 

 

Trade and other receivables

 

37,205

-

37,205

Cash and cash equivalents

 

4,387,490

-

4,387,490

 

 

                    

                    

                    

 

 

4,424,695

 

4,424,695

 

 

                    

                    

                    

Total assets

 

19,522,319

(3,567,831)

15,954,488

 

 

                    

                    

                    

Current liabilities

 

 

 

 

Trade and other payables

 

251,445

-

251,445

 

 

                    

                    

                    

Total current liabilities

 

251,445

-

251,445

 

 

                    

                    

                    

Non-current liabilities

 

 

 

 

Deferred tax

 

1,888,537

(33,392)

1,855,145

 

 

                    

                    

                    

Total non-current liabilities

 

1,888,537

(33,392)

1,855,145

 

 

                    

                    

                    

Total liabilities

 

 

2,139,982

 

(33,392)

 

2,106,590

 

 

                    

                    

                    

Net assets

 

17,382,337

(3,534,639)

13,847,698

 

 

                    

                    

                    

 

 

 

 

 

Translation reserve

 

252,325

(341,874)

(89,549)

Retained earnings

 

(19,973,917)

(3,192,765)

(23,166,682)

 

 

 

 

 

Total equity

 

17,382,337

(3,534,639)

13,847,698

 

 

                    

                    

                    

 

 

 

 

 

 

The nature of the prior period adjustments are detailed in notes 12(a), 12b), 14 and 17.

 

 

 

9(c).   PRIOR PERIOD ADJUSTMENT (COMPANY) 2013

 


 

Previously

Stated

£

2013

Adjustment

Restated

2013

£

Net Assets

 




 

Non-current assets

 




 

Intangible exploration and evaluation assets

 

-

-

-

 

Property, plant and equipment

 

43,268

-

43,268

 

Investment in subsidiaries

 

6,177,952

8,050,829

14,228,781

 

Prepayment for non-current assets

 

4,226,466

(4,226,466)

-

 


 

                    

                    

                    

 


 

10,447,686

3,824,363

14,272,049

 


 

                    

                    

                    

 

Current assets

 




 

Receivable from subsidiaries

 

8,050,829

(8,050,829)

-

 

Trade and other receivables

 

186,461

-

186,461

 

Cash and cash equivalents

 

259,808

-

259,808

 


 

                    

                    

                    

 


 

8,497,098

(8,050,829)

446,269

 


 

                    

                    

                    

 

Total assets

 

18,944,784

(4,226,466)

14,718,318

 


 

                    

                    

                    

 

Current liabilities

 




 

Trade and other payables

 

416,947

(194,212)

222,735

 


 

                    

                    

                    

 

Total liabilities

 

416,947

(194,212)

222,735

 


 

                    

                    

                    

 


 

                    

                    

                    

 

Net assets

 

18,527,837

(4,032,254)

14,495,583

 


 

                    

                    

                    

 


 




 

Translation reserve

 




 

Retained earnings

 

(21,034,810)

(4,032,254)

(25,067,064)

 


 




 

Total equity

 

18,527,837

(4,032,254)

14,495,583

 


 

                    

                    

                    

 


 




 

The nature of the prior period adjustments are detailed in notes 12(b), 14 and 17.

 

 

9(d).   PRIOR PERIOD ADJUSTMENT (COMPANY) 2012

 


 

Previously

Stated

£

2012

Adjustment

Restated

2012

£

Net Assets

 




 

Non-current assets

 




 

Intangible exploration and evaluation assets

 

-

-

-

 

Property, plant and equipment

 

3,119

-

3,119

 

Investment in subsidiaries

 

6,081,227

3,861,685

9,942,912

 

Prepayment for non-current assets

 

3,117,094

(3,045,000)

72,094

 


 

                    

                    

                    

 


 

9,201,440

816,685

10,018,125

 


 

                    

                    

                    

 

Current assets

 




 

Receivable from subsidiaries

 

3,861,685

(3,861,685)

-

 

Trade and other receivables

 

33,448

-

33,448

 

Cash and cash equivalents

 

4,383,692

-

4,383,692

 


 

                    

                    

                    

 


 

8,278,825

(3,861,685)

4,417,140

 


 

                    

                    

                    

 

Total assets

 

17,480,265

(3,045,000)

14,435,265

 


 

                    

                    

                    

 

Current liabilities

 




 

Trade and other payables

 

237,277

-

237,277

 


 

                    

                    

                    

 

Total liabilities

 

237,277

-

237,277

 


 

                    

                    

                    

 


 

                    

                    

                    

 

Net assets

 

17,242,988

(3,045,000)

14,197,988

 


 

                    

                    

                    

 


 




 

Translation reserve

 




 

Retained earnings

 

(19,860,941)

(3,045,000)

(22,905,941)

 


 




 

Total equity

 

17,242,988

(3,045,000)

14,197,988

 


 

                    

                    

                    

 


 




 

The nature of the prior period adjustments are detailed in notes 12(b), 14 and 17.

 


 

 

10.       TAXATION

 


2014


2013


£


£

Current tax

 




UK corporation tax - credit

-


-

Overseas taxation

-


-





Deferred Tax (note 16)




UK corporation tax

-


-

Overseas taxation

-


-





 

 

 

The taxation credit for each year can be reconciled to the loss per the consolidated income statement as follows:

                 


2014


2013


£


£

Loss before tax

(9,268,695)


(2,623,610)

Tax credit at the standard rate of tax in the UK

1,853,739


524,722

Tax effect of non-deductible expense

(135,488)


  (74,722)

Deferred tax asset not recognized

(1,718,251)


(450,000)





Tax credit for the year

-


-

                 

 

 

The standard rate of corporation tax in the UK applied during the year was 20% (2013: 23%).

 

 

 

11.       LOSS PER SHARE

Basic loss per ordinary share is calculated by dividing the consolidated net loss for the year attributable to ordinary equity holders of the parent company by the weighted average number of ordinary shares outstanding during the year. The calculation of the basic and diluted loss per share is based on the following data:

 


2014


2013


£


£

Loss after tax

 




Loss for the purposes of basic loss per share being consolidated net loss attributable to equity holders of the Company

9,268,695


2,623,610


2014


2013


Number


Number

Number of shares




Weighted average number of ordinary shares for

the purposes of basic loss per share

1,197,322,246


1,069,207,374





Loss per ordinary share

 




Basic and diluted

0.77p


0.25p

 

 

At the balance sheet date there were 57,520,979 (2013: 276,357,645) potentially dilutive Ordinary Shares. Potentially dilutive ordinary shares relate to warrants and share options issued to directors, staff and consultants, however they were subsequently cancelled after the year end (see note 27). In 2014 and the prior year, the potential Ordinary shares are anti-dilutive and therefore the diluted loss per share has not been calculated.

 

12(a).  INTANGIBLE EXPLORATION AND EVALUATION ASSETS

 

 

 

Land use Rights

£

Small scale licence

£

Large scale licence

£

Exploration and evaluation assets

£

Total

£


 

 

 



GROUP

 

 

 



Cost

 

 

 



At 30 June 2012 (restated)

656,479

635,800

2,051,281

8,296,469

11,640,029

Additions

3,505,113

-

-

280,031

3,785,144

Foreign exchange difference

(407,865)

28,559

(14,094)

25,440

(367,960)


                    

                    

                    

                    

                    

At 30 June 2013 (restated)

3,753,727

664,359

2,037,187

8,601,940

15,057,213


                    

                    

                    

                    

                    

Additions

-

-

-

408,824

408,824

Foreign exchange difference

(746,604)

(94,196)

(340,703)

(73,232)

(1,254,735)


                    

                    

                    

                    

                    

At 30 June 2014

3,007,123

570,163

1,696,484

8,937,532

14,211,302


                    

                    

                    

                    

                    

Accumulated depreciation

 

 




At 30 June 2012 (restated)

-

(110,490)

(37,275)

-

(147,765)

Charge for the year

-

(60,619)

(216,933)

-

(277,552)


                    

                    

                    

                    

                    

At 30 June 2013 (restated)

-

(171,109)

(254,208)

-

(425,317)


                    

                    

                    

                    

                    

Charge for the year

(125,787)

(53,348)

(190,910)

-

(370,045)

Impairment

(1,811,112)

-

(1,251,366)

(524,000)

(3,586,478)

Foreign exchange difference

-

-

-

-

-


                    

                    

                    

                    

                    

At 30 June 2014

(1,936,899)

(224,457)

(1,696,484)

(524,000)

(4,381,840)


                    

                    

                    

                    

                    


 

 




Carrying amount

 

 

 

 

 

At 30 June 2014

1,070,224

345,706

-

8,413,532

9,829,462


                    

                    

                    

                    

                    

At 30 June 2013 (restated)

3,753,727

493,250

1,782,979

8,601,940

14,631,896


                    

                    

                    

                    

                    

At 30 June 2012 (restated)

656,479

525,310

2,014,006

8,296,469

11,492,264


                    

                    

                    

                    

                    


 

 



 

Exploration and evaluation assets were re-classified as land use rights, small scale licence, large scale licence. Deprecation was applied by reference to the period of the licences granted. As a result of the depreciation and reassignment of assets to Land and buildings a prior period adjustment was necessary and this is outlined in note 9.

 

Incorporated in the Exploration and Evaluation assets is a fair value adjustment of £6,885,175 as a result of the acquisition of Enviro Mining Limited on 20 June 2011 and its two subsidiary companies, Enviro Processing Limited and Enviro Props Limited (together "Enviro Group). An impairment of £250,000 has been made in relation to the NLL facilitation fee paid as part of the cash consideration at the time. The Enviro Group owns the leasehold rights and title to Stand 5187 containing the stockpiles at Kabwe and the contents of the washplant and leachplant tailings. No further impairment has been made on the fair value on the basis that third party reports and internal evaluation of future income streams allied with the associated production costs generate net present values, using conservative discount rates, which are well in excess of the costs capitalised as intangible assets in the balance sheet.

 

 


Net Book Value of Assets Acquired

£

Fair Value Adjustment

£

Fair Value

£

Exploration and evaluation assets

1,332,019

7,135,175

8,467,194

Other net assets acquired

843

-

843


1,332,862

7,135,175

8,468,037

Impairment

-

(250,000)

(250,000)


1,332,862

6,885,175

8,218,037

Deferred tax

-

(1,855,145)

(1,855,145)


                    

                    

                    


1,332,862

5,030,030

6,362,892


                    

                    

                    

 

12(b).  PREPAYMENT FOR NON-CURRENT ASSETS

Group            Company

                                                                                                                                                                           £                            £

At 30 June 2012

 


    5,182,373

3,117,094

Prior year adjustment

 


(3,045,000)

(3,045,000)

Transfer to Intangible Exploration and Evaluation Assets

 


(2,137,373)

-


 


                    

                    

At 30 June 2012 (restated)

 


-

72,094


 


                    

                    

Transfer to investment in subsidiary

 


-

(72,094)

Additions

 


1,181,467

1,181,467

Prior year adjustment

 


(1,181,467)

(1,181,467)


 


                    

                    

At 30 June 2013 (restated)

 


-

-


 


                    

                    

Additions

 


36,970

36,970

Provision

 


(36,970)

(36,970)


 


                    

                    

At 30 June 2014

 


-

-


 


                    

                    


 





 




The costs of £4,226,467 incurred prior to 1 July 2013 in relation to the copper project have been written off in prior years as the directors have concluded that no value can be attributed to the copper assets at the present time and that a significant proportion of the funds expensed on this project were considered to have been misappropriated. Consequently a prior period adjustment has been made as outlined in note 9.

 

13.       PROPERTY PLANT AND EQUIPMENT

 

 

 

Land and

Buildings

£

Motor Vehicles

£

 

Other

£

 

Total

£


 

 



GROUP

 

 



Cost

 

 



At 30 June 2012 (restated)

-

35,757

25,752

61,509

Additions

18,325

44,910

135,632

198,867

Foreign exchange difference

(1,923)

(787)

(153)

(2,863)


                    

                    

                    

                    

At 30 June 2013 (restated)

16,402

79,880

161,231

257,513


                    

                    

                    

                    

Additions

14,474

46,652

41,071

102,197

Disposals

-

-

(1,516)

(1,516)

Foreign exchange difference

(4,775)

(16,107)

(21,033)

(41,915)


                    

                    

                    

                    

At 30 June 2014

26,101

110,425

179,753

316,279


                    

                    

                    

                    

Accumulated depreciation

 




At 30 June 2012 (restated)

-

(8,945)

(15,235)

(24,180)

Charge for the year

-

(20,186)

(27,140)

(47,326)

Impairment

-

-

-

-

Foreign exchange difference

-

418

244

662


                    

                    

                    

                    

At 30 June 2013 (restated)

-

(28,713)

(42,131)

(70,844)


                    

                    

                    

                    

Charge for the year

-

(24,633)

(44,247)

(68,880)

Impairment

-

-

(59,006)

(59,006)

Disposals

-

-

758

758

Foreign exchange difference

-

7,677

9,259

16,936


                    

                    

                    

                    

At 30 June 2014

-

(45,669)

(135,367)

(181,036)


                    

                    

                    

                    


 




Carrying amount

 

 

 

 

At 30 June 2014

26,101

64,756

44,386

135,243


                    

                    

                    

                    

At 30 June 2013 (restated)

16,403

51,167

119,100

186,670


                    

                    

                    

                    

At 30 June 2012 (restated)

-

26,812

10,517

37,329


                    

                    

                    

                    

During the year to 30 June 2013 an amount of £16,402 was reclassified as land and buildings from exploration and evaluation assets and this element is included in the prior period adjustment summarised in note 9.

 

The carrying amount of motor vehicles held under finance lease amounted to £46,654 (2013: £nil).


 

 

 

Motor Vehicles

£

 

Other

£

 

Total

£

 

 

 

 

COMPANY

 

 

 

Cost

 

 

 

At 30 June 2012 (restated)

-

15,990

15,990

Additions

-

40,929

40,929

 

                    

                    

                    

At 30 June 2013 (restated)

-

56,919

56,919

 

                    

                    

                    

Additions

46,654

-

46,654

Disposals

-

(1,516)

(1,516)

 

                    

                    

                    

At 30 June 2014

46,654

55,403

102,057

 

                    

                    

                    

Accumulated depreciation

 

 

 

At 30 June 2012 (restated)

-

(12,871)

(12,871)

Charge for the year

-

(780)

(780)

 

                    

                    

                    

At 30 June 2013 (restated)

-

(13,651)

(13,651)

 

                    

                    

                    

Charge for the year

(6,804)

(11,012)

(17,816)

Disposals

-

758

758

 

                    

                    

                    

At 30 June 2014

(6,804)

(23,905)

(30,709)

 

                    

                    

                    

 

 

 

 

Carrying amount

 

 

 

At 30 June 2014

39,850

31,498

71,348

 

                    

                    

                    

At 30 June 2013 (restated)

-

43,268

43,268

 

                    

                    

                    

At 30 June 2012 (restated)

-

3,119

3,119

 

                    

                    

                    

 

The carrying amount of motor vehicles held under finance lease amounted to £46,654 (2013: £nil).


 

 

14.      INVESTMENT IN SUBSIDIARIES

               

 

 

Cost of  Investment

£

Long Term

Loans

£

 

Total

£

COMPANY




Cost

6,482,824

5,022,979

11,505,803

Impairment

(1,562,891)

-

(1,562,891)


                    

                    

                    

At 30 June 2012 (restated)

4,919,933

5,022,979

9,942,912





Additions

6,768

-

6,768

Advance to subsidiary undertakings

-

4,113,888

4,113,888

Effect of forex  exchange rate charges

-

165,212

165,212


                    

                    

                    

At 30 June 2013 (restated)

4,926,701

9,302,079

14,228,780





Advance to subsidiary undertakings

-

801,811

801,811

Effect of forex exchange rate charges


(824,817)

(824,817)

Impairment

(250,000)

(6,000,000)

(6,250,000)


                    

                    

                    

At 30 June 2014

4,676,701

3,279,073

7,955,774


                    

                    

                    

 

The Company had investment in the following subsidiary undertakings at 30 June 2014 and 30 June 2013:

 

 

 

 

Name

Country of

Ordinary

Ordinary

incorporation

Shares held

shares held

Activity  and operation

Company

Group

Enviro Mining Limited

Holding Company                    Mauritius

100%

100%

Enviro Processing Limited

Tailings processing                    Zambia

-

100%

Enviro Props Limited

Property holding                         Zambia

-

100%

The Group holding of 100% in the Zambian subsidiaries is held as to 99% by Enviro Mining Limited and 1% by a nominee on behalf of the Company.

In addition at 30 June 2014, the Company had investments in the following subsidiaries all of which were non-trading:

 

Name

Activity

Country of incorporation

Ordinary shares

held by Group

and Company





Mukuba Chemical Enterprises Ltd

Asset holding

Zambia

74%

Ndola Mineral Resources Ltd

Tailings processing

Zambia

100%

Sensele Mineral Resources Ltd

Tailings processing

Zambia

80%

Mfubu Mineral Ltd

Tailings processing

Zambia

80%

Butale Mineral Resources Ltd

Tailings processing

Zambia

80%


For further detail please refer to note 25. The joint venture operations have remained inactive although the Group still retain effective full control over the 5 dormant subsidiary companies

 

The receivables from subsidiaries previously classified under current assets have been restated as long term loans under investment in subsidiaries within non-current assets. This has been summarised in note 9 prior period adjustments.

 



 


15(a) TRADE AND OTHER RECEIVABLES

 


Group


Company


2014


2013


2014


2013


£


£


£


£

Group and Company








Prepayment

47,492


263,603


32,537


49,527

Other receivables

63,059


132,489


60,000


125,720

VAT recoverable

7,570


18,540


7,570


11,214


118,121


414,632


100,107


186,461

 

 

               

As onutlined in note 17, a "payable" has been made in respect of a VAT assessment received from HM Revenue & Customs ("HMRC").

 

The fair value of trade and other receivables is not significantly different from the carrying value and none of the balances are past due.

 

 

 

15(b) CASH AND CASH EQUIVALENTS

The Group's cash and cash equivalents as at 30 June 2014 of £750,695 (2013: £297,293) comprise cash at bank and in hand.

 

The Company's cash and cash equivalents as at 30 June 2014 of £685,795 (2013: £259,808) comprise cash at bank and in hand.

 

The Directors consider that the carrying amount of these assets approximates their fair value.

 

 

16.       DEFERRED TAX

Differences between IFRS and statutory tax rules (in the United Kingdom and elsewhere) give rise to temporary differences between the carrying values of certain assets and liabilities for financial reporting purposes and for income tax purposes.

 

At 30 June 2014, the Company and Group are carrying forward estimated tax losses of £10.9m (2013: £5.8m) in respect of various activities over the years. No deferred tax asset was recognized in respect to these accumulated tax losses as there is insufficient evidence that the amount will be recovered in future years.

 

 

 


£

Deferred tax liabilities:


At 30 June 2012

1,855,145

Foreign exchange difference

-

At 30 June 2013

1,855,145

Foreign exchange difference

-

At 30 June 2014

1.855,145

 

The deferred tax liabilities arose on the acquisition of exploration and evaluation assets in 2011. These will be released to the income statement as the fair value of the related exploration and evaluation assets is amortised.

 


 


17.       TRADE AND OTHER PAYABLES

 


Group


Company


2014


2013


2014


2013


£


£


£


£

Trade payables

87,243


110,957


84,612


110,957

Other taxes and social security

21,601


45,263


21,601


45,263

Other payables

329,394


20,630


329,394


20,630

VAT payable

268,491


-


268,491



Accruals

184,407


58,840


173,300


45,885


891,136


235,690


877,398


222,735

  

 

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. Certain costs in regard to the joint ventures in relation to the copper project, recorded as assets, were not paid but held in creditors to be paid when the transfer of the licenses was completed. These costs amounted to £197,160 but the assets have been written off as a prior period adjustment.  Accordingly, creditors have been reduced by this amount as the Directors have decided not to make any further payments to the joint ventures and are also treated as a prior period adjustment as outlined in note 9.

 

BMR is currently registered for VAT but HMRC have given notice that BMR is to be de-registered on the basis there was no effective consideration for any services provided as no invoices had been raised by BMR and issued to its subsidiaries and that management services were not considered supplies for VAT purposes. The Company has received an assessment for £268,491 in back VAT previously claimed including interest and this amount has been provided in full. The Company has appealed and submitted its case for continued registration after having sought professional advice.

 

18.       SHARE CAPITAL

As permitted by the Companies Act 2006, the Company does not have an authorised share capital (2013: nil)

 


2014


2013


Number


£


Number


£

Issued equity share capital








Issued and fully paid

 








Ordinary shares of £0.01 each

(see movements below)

1,272,705,316


12,727,053


1,083,039,792


10,830,398

Non-equity deferred shares of £0.01 each

 

19,579,925


195,799


1,57,925


195,799

Deferred shares of £0.04 each

181,378,766


7,255,151


11,378,766


7,255,151












20,178,003




18,281,348

 

 

The deferred 1p shares confer no rights to vote at a general meeting of the Company or to a dividend. On a winding-up the holders of the deferred shares are only entitled to the paid up value of the shares after the repayment of the capital paid on the ordinary shares and £5,000,000 on each ordinary share.

 

The deferred shares of 4p each have no rights to vote or to participate in dividends and carry limited rights on return of capital.

 

Shares issued during the year

 


Number of shares

Nominal  value

Share Premium



£

£

At 30 June 2012

1,013,039,792

10,130,398

15,524,957

Ordinary shares issued during the year

70,000,000

700,000

1,645,000





At 30 June 2013

1,083,039,792

10,830,398

17,169,957

Ordinary shares issued during the year

189,665,524

1,896,655

1,131,407

Share issue costs

-

-

(126,605)

Warrants exercised

-

-

1,941,742

Warrants lapsed

-

-

345,600





At 30 June 2014

1,272,705,316

12,727,053

20,462,101

 

Shares Issued

Number of Shares

Nominal Value

Share Premium

7 September 2012 at £0.01 each

45,000,000

450,000

1,057,500

18 September 2012 at £0.01 each

25,000,000

250,000

587,500

 

 


 

At 30 June 2013

70,000,000

700,000

1,645,000

 

 


 

27 August 2013 at £0.01 each

29,441,061

294,411

294,410

28 August 2013 at £0.01 each

18,250,000

182,500

182,500

30 August 2013 at £0.01 each

3,959,326

39,593

39,594

2 September 2013 at £0.01 each

2,538,026

25,380

25,380

24 October 2013 at £0.01 each

507,605

5,076

5,076

2 December 2013 at £0.01 each

12,500,000

125,000

125,000

12 December 2013 at £0.01 each

7,852,797

78,528

78,528

13 December 2013 at £0.01 each

7,614,082

76,141

76,141

2 January 2014 at £0.01 each

3,147,149

31,472

31,471

28 January 2014 at £0.01 each

2,045,645

20,456

20,457

3 February 2014 at £0.01 each

670,000

6,700

-

7 April 2014 at £0.01 each

24,047,596

240,476

60,119

28 April 2014 at £0.01 each

54,250,000

542,500

135,625

1 May 2014 at £0.01 each

22,842,237

228,422

57,106





At 30 June 2014

189,665,524 

1,896,655

1,131,407





 

 

19.       SHARE BASED PAYMENTS

 

Equity settled share-based payments

The Company has a share option scheme for directors, employees and consultants.

 

SHARE OPTIONS

 

 

 

 

30 June 2013 or date of appointment

Lapsed

Granted during       the year

Exercised during the year

30 June 2014 or date of resignation

Name

Price

Note

Number

Number

Number

Number

Number

SHARE OPTIONS








M Alikhani

1p

A

7,000,000

(7,000,000)

-

-

-

M Alikhani

3p

B

5,000,000


-

-

5,000,000

M Alikhani

9p

C

3,597,000


-

-

3,597,000

M Wainwright

3p

B

2,000,000

-

-

-

2,000,000

M Wainwright

9p

C

1,000,000


-

-

1,000,000

H Furman

3p

B

2,000,000

-

-

-

2,000,000

H Furman

9p

C

1,000,000


-

-

1,000,000

Staff and consultants

1p

A

11,420,000

(10,750,000)

-

(670,000)

-

Other staff and consultants

3p

B

28,625,000


-

-

28,625,000

Other staff and consultants

9p

C

14,298,979


-

-

14,298,979









Total options



75,940,979

(17,750,000)

-

(670,000)

57,520,979









SHARE WARRANTS
















Other shareholders

6p

E

127,916,666

(11,421,142)

-

(116,495,524)

-

Other shareholders

6p

F

72,500,000

-

-

(72,500,000)

-









Total Share Warrants



200,416,666

(11,421,142)

-

(188,995,524)

-

 








Total Share Options and Warrants



276,357,645

(29,171,142)

-

(189,665,524)

57,520,979

 








 

 

 

 

 

 

 

 

SHARE WARRANTS (after the terms amendment below)

NOTE:

 

Note A - Exercisable at any time before 7 May 2014

Note B - Exercisable at any time before 15 October 2015

Note C - Exercisable at any time before 26 April 2016

Note E - Exercisable at any time before 24 April 2014

Note F - Exercisable at any time before 24 April 2014

 

Subsequent to the year end, 15,438,400 share options lapsed as a result of the staff and consultants no longer working for the Company. In addition, on 29 March 2015, Mr Furman and Mr Wainwright agreed to the cancellation of their options amounting to 6,000,000 and the remaining 36,082,579 share options were cancelled on 18 February 2015 as part of the settlement agreement.

 

Warrants

 

On 5 August 2013, the Company changed the exercise price of 127,916,666 warrants (exercisable until 24 October 2013), from 6p to 2p to be exercised by institutional investors. As a result of this amendment the increase in fair value of the warrants was determined at the date of the amendment using Black Scholes model, using the following inputs:

 

Share price at the date of amendment                                             2.45p

Strike price                                                                                           2p

Volatility                                                                                               37%

Expected life                                                                                         80 days

Risk free rate                                                                                        1%

 

The resultant increase of the fair value of the warrants was determined to be £614,000, which was recognised in the income statement.

 

On the 9 August 2013, the terms of the remaining 72,500,000 warrants exercisable before 28 June 2014 were amended to reduce the exercise price from 6p to 2p and reduce the exercise period to 24 October 2013. As a result of this amendment the increase in fair value of the warrants was determined at the date of the amendment using Black Scholes model, using the following inputs:

 

Share price at the date of amendment                                             2.42p

Strike price                                                                                           2p

Volatility                                                                                               37%

Expected life                                                                                         77 days

Risk free rate                                                                                        1%

 

The resultant increase of the fair value of the warrants was determined to be £326,250, which was recognised in the income statement.

 

 

 

Following the exercise price reduction between 27 August 2013 and 2 September 2013 a total of 54,188,413 warrants were exercised, raising £1,083,768 before expenses.

 

On 23 October 2013, the exercise period of the remaining 146,228,253 was extended from 24 October 2013 to 24 January 2014. As a result of this amendment the increase in fair value of the warrants was determined at the date of the amendment using Black Scholes model, using the following inputs:

 

Share price at the date of amendment                                             2.2p

Strike price                                                                                           2p

Volatility                                                                                               41%

Expected life                                                                                         92 days

Risk free rate                                                                                        1%

 

 

The resultant increase of the fair value of the warrants was determined to be £424,062, which was recognised in the income statement.

 

Following the extension of the exercise period between 24 October 2013 and 2 January 2014 a total of 31,621,633 warrants were exercised, raising £632,433 before expenses.

 

On 24 January 2014, the exercise period of the remaining 114,606,620 was extended from 24 January 2014to 24 April 2014. As a result of this amendment the increase in fair value of the warrants was determined at the date of the amendment using Black Scholes model, using the following inputs:

 

Share price at the date of amendment                                             2.08p

Strike price                                                                                           2p

Volatility                                                                                               50%

Expected life                                                                                         90 days

Risk free rate                                                                                        1%

 

 

The resultant increase of the fair value of the warrants was determined to be £286,517, which was recognised in the income statement.

 

Total charge for the year was £1,650,828 which had been recognised in the income statement.

 

Following the extension of the exercise period between 28 January 2014 and 24 April 2014 a total of 103,185,478 warrants were exercised, raising £1,305,161 before expenses and 11,421,142 were allowed to lapse.  Subsequent to the year end, there were no warrants outstanding; the total warrant reserve of £3,938,170 was transferred within the equity.

 

 

20.       WARRANT RESERVE

Proceeds from the issuance of warrants, net of issue costs, are credited to warrant reserve. Warrant reserve is non-distributable and will be transferred to share premium account upon the exercise of warrants. Balance of warrant reserve in relation to the unexercised warrants at the expiry of the warrants period will be transferred to accumulated profits.

 

 

 

21.       FINANCIAL INSTRUMENTS

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern, while maximising the return to shareholders.

 

The capital resources of the Group comprises issued capital, reserves and retained earnings as disclosed in the Consolidated Statement of Changes in Equity. The Group's primary objective is to provide a return to its equity shareholders through capital growth. Going forward the Group will seek to maintain a yearly ratio that balances risks and returns of an acceptable level and also to maintain a sufficient funding base to the Group to meet its working capital and strategic investment needs.

 

Externally imposed capital requirement

The Group is not subject to externally imposed capital requirements.

 

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement, the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 3 to the Consolidated Financial Statements.

 

Categories of financial instruments

 


2014


2013


£


£

Group




Financial assets

 




Cash and cash equivalents  

750,695


297,293

Other receivables classified as loans and receivables at amortised cost

 

 

                               70,628


 

                              151,029


821,323


448,322

Financial liabilities classified as held at amortised cost

 




Trade and other payables

706,729


176,850


706,729


176,850






2014


2013


£


£

Company




Financial assets

Cash and cash equivalents

685,795


25,808

Other receivables classified as loans and receivables at amortised cost

67,570


136,934


753,365


396,42

Financial liabilities classified as held at amortised cost

Trade and other payables                                                                                         

 

 

704,099


 

 

176,850


704,099


176,850

                                                                                                               

 

Fair value of financial assets and liabilities

Fair value is the amount at which a financial instrument could be exchanged in an arm's length transaction between informed and willing parties, other than a forced or liquidation sale and excludes accrued interest. Where available, market values have been used to determine fair values.

 

 

 

 

Financial risk management objectives

Management provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risks reports which analyse exposures by degree and magnitude of risks. These risks include foreign currency risk, credit risk, liquidity risk and cash f low interest rate risk. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

 

As the Group has no committed borrowings, the Group is not exposed to any risks associated with  fluctuations in interest rates on loans. Fluctuation in interest rates applied to cash balances held at the 2012 balance sheet date would have minimal impact on the Group.

 

Foreign exchange risk and foreign currency risk management

Foreign currency exposures are monitored on a monthly basis. Funds are transferred between the Sterling and US Dollar accounts in order to minimise foreign exchange risk. The Group holds the majority of its funds in Sterling.

 

The carrying amounts of the Group's and Company's foreign currency denominated financial assets and monetary liabilities at the reporting date are as follows:

 

Group

Financial Liabilities

Financial assets

 

2014

 

2013

2014

2013

 

£

 

£

£

£

 

 

 

 

 

 

Zambian Kwacha                                                         

2,351

 

-

37,504

42,090

US Dollars                                                                      

279

 

-

280,971

265,600







Company

Financial Liabilities

Financial assets

 

2014

 

2013

2014

2013

 

£

 

£

£

£

 

 

 

 

 

 

Zambian Kwacha                                                         

-

 

-

-

-

US Dollars                                                                      

-

 

-

250,517

262,880







 

 

Foreign currency sensitivity analysis

The Group is exposed primarily to movements in Sterling against the US Dollar. Sensitivity analyses have been performed to indicate how the profit or loss would have been affected by changes in the exchange rate between the US Dollar and Sterling. The analysis is based on a weakening and strengthening of Sterling by 10 per cent against the US Dollar in which the Group has assets and liabilities at the end of each respective period.

 

A movement of 10 per cent reflects a reasonably possible sensitivity when compared to historical movements over a three to five year timeframe. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a ten per cent change in foreign currency rates.

 

A positive number below indicates an increase in profit where the US Dollar strengthens ten per cent. against Sterling.    For a ten per cent. weakening of the US Dollar against Sterling, there would be an equal and opposite impact on the profit, and the balance below would be negative.

 

The following table details the Group's sensitivity to a ten per cent. strengthening in the US Dollar against Sterling

 

 

 

 

 

2014

 

2013

 

£

 

£

(Decrease)/increase in income statement and net assets                                    

( 22,373)

 

11,242

 


 

Credit risk management

Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Group. The Group does not have any significant credit risk exposure on trade receivables.

 

The Group makes allowances for impairment of receivables where there is an identified event which, based on previous experience, is evidence of a reduction in the recoverability of cash f lows.

 

The credit risk on liquid funds (cash) is considered to be limited because the counterparties are financial institutions with high credit ratings assigned by international credit-rating agencies.

 

The carrying amount of financial assets recorded in the financial statements represents the Group's maximum exposure to credit risk.

 

Liquidity risk management - Group and Company

Liquidity risk is the risk that the Group and Company will not be able to meet its financial obligations as they fall due. Management monitor forecasts of the Group's liquidity reserve, comprising cash and cash equivalent, on the basis of expected cash flow. At 30 June 2014, the Group held cash and cash equivalent of £750,695 (2013: £297,293) and the directors will review the liquidity risk as part of their going concern assessment (see note 3a)

 

The Group and Company aim to maintain appropriate cash balances in order to meet its liabilities as they fall due.

 

Maturity analysis

Group

2014

 

 

on

 

in

Between

1 and 6

Between

6 and 12

Between

1 and 3

 

Total

demand

1 month

months

months

years

 

 

£

£

£

£

£

£

 

Trade and other payables

 

891,136

 

218,350

 

218,121

 

126,509

 

302,342

 

25,814

Company

2014

 

 

on

 

in

Between

1 and 6

Between

6 and 12

Between

1 and 3

 

Total

demand

1 month

months

months

years

 

£

£

£

£

£

 

Trade and other payables

 

877,398

 

204,612

 

218,121

 

126,509

 

302,342

 

25,814

 

Group

2013

 

 

 

 

 

 

Between

 

 

 

Between

 

 

 

Between

 

 

Total

on

demand

in

1 month

1 and 6

months

6 and 12

months

1 and 3

years

 

£

£

£

£

£

£

Trade and other payables

235,690

147,196

88,494

-

-

-

 

Company

 

 

 

 

 

 

2013

 

 

on

 

in

Between

1 and 6

Between

6 and 12

Between

1 and 3

 

Total

demand

1 month

months

months

years

 

£

£

£

£

£

£

Trade and other payables

222,735

134,241

88,494

-

-

-

 

 

 

22.       OPERATING LEASE ARRANGEMENT

 

At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

 

 

 

 

Restated

 

2014

 

2013

 

£

 

£

Land and buildings

 

 

 

Within one year

120,000

 

120,000

Within 2-5 years

60,000

 

180,000

Total

180,000

 

300,000





 

Operating lease payments represent rentals payable by the Company for its office properties.

 

23.       FINANCE LEASE PAYABLES

 

 

 

 

Restated

 

2014

 

2013

 

£

 

£

Minimum hire purchase payables:

 

 

 

not later than one year

7,702

 

-

Later than one year and not later than five years

29,607

 

-

Total

37,309

 

-

Less: future finance charges

(3,793)

 

-

Present value of hire purchase payable

33,516

 

 





Current  asset

33,516

 

-

Non current assets

-

 

-

Present value of hire purchase payable

33,516

 

-





 

The obligations under finance lease payables are secured by the lessor's charge over the leased assets. Subsequent to the year end, the leased assets was disposed and the finance lease payable was included within other payable.

 

 

24.       RELATED PARTY TRANSACTIONS

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

 

The Directors consider that the following parties are related parties for the purposes of the disclosure of related party transactions:

Mr Masoud Alikhani, director during the year;

Mr Said Alikhani and Africa Consulting Services;

Ms Anita Carr, A.E.C.C.S.S. and Swan Logistics Limited;

Mr Kishor Sodha and Harrison Reeds; and

Mr Mark Wainwright, director, and Turner and Townsend (Pty) Limited.

 

                Settlement agreement

On 18 February 2015, the Company entered into a settlement agreement with, amongst others, Mr Masoud Alikhani, as detailed in Note 27 below.  The Settlement Agreement represented a related party transaction in accordance with Rule 13 of the AIM Rules for Companies and the Directors considered, having consulted with the Company's nominated adviser, that the terms of the Settlement Agreement were fair and reasonable insofar as its shareholders are concerned.

 

Transactions with Swan Logistics Limited ("Swan")

The Company made significant transfers to Swan, a related party, which in turn paid the Company's employees, contractors and external service providers Various matters regarding the conduct of Swan are the subject of the Settlement Agreement outlined above (which agreement contains confidentiality obligations). 

 

During the year ended 30 June 2014 Swan acted as an agent of the Group and were engaged to provide office services. Swan charged £234,535 (2013: £215,918) to the Company for these services and were paid £498,388 (2013: £233,694). At the year end all balances owed to the Company had been fully written off (£247,515) and an amount of £240,000 was provided for. (2013: amounts owed to Swan £16,338).

Swan was financed entirely by the Company and it generated no revenue or income in its own capacity.

 

Recent transfers by the Company to Swan are noted in the table below:

Transfers between Swan and the Company in the years ended 30 June


2011

2012

2013

2014

Total







Amounts paid to Swan

£1,568,243

£2,249,800

£1,284,110

£530,308

£5,632,461







Amounts received back from Swan

£423,000

£60,000

£447,157

£105,000

£1,035,157

 

 

Transactions with Turner and Townsend (Pty) Limited ("T&T")

T&T is a related party of the Group because Mark Wainwright (non -executive Director and currently Acting Chief Executive) is the key management personnel of T&T's parent company where he holds a position of the managing director of its Natural Resources division.

In 2010, T&T were engaged to provide project management services in relation to the JORC resource verification of the Group's assets in Zambia and, during the year ended 30 June 2014, there were no transactions.  T&T charged £Nil (2013: £nil) to the Company for these services. At the year end there were no amounts owed by the Company to T&T (2013: £Nil).

 

 

Analysis of transfers made to T&T by the Company in the years ended 30 June


2010

2011

2012

Amount transferred to T&T

£122,231

£241,801

£247,246





Fees invoiced by T&T

£Nil

£58,423

£37,568





Amount charged by T&T, as disclosed in earlier reports and accounts

£Nil

 £51,575

£37,511

 

 

There were no other transactions between the Company and T&T or its parent company.

 

 

Transactions with Africa Consulting Services

Africa Consulting Services is contracted and administered by Said Alikhani, the brother of Masoud Alikhani, controls and runs the business. During the year Africa Consulting Services were engaged to provide investor relations services for the Company. Africa Consulting Services charged £45,000 (2013: £25,000) to the Company for these services. At the year end the amounts owed by the Company to Africa Consulting Services were £15,000 (2013: £Nil).

Transactions with A.E.C.C.S.S.

A.E.C.C.S.S. is a related party of the Group because Anita Carr, a director of Swan Logistics Limited  a company effectively under the control of Masoud Alikhani, acted as a consultant and provided  accounting, secretarial and website update services for the Company. During the year A.E.C.C.S.S.  charged £42,000 (2013: £36,500) to the company for these services. At the year end the amounts owed by the Company to A.E.C.C.S.S. were £Nil (2013: £7,500).

Transactions with Harrison Reeds

Harrison Reeds is a related party of the Group because Kishor Sodha, the Chief Financial Officer of the Company, is the principal of  the business.  During the year Harrison Reeds were engaged to provide financial and accounting services for the Company. During the year Harrison Reeds charged £45,000 (2013: £80,000) to the company for these services. At the year end the amounts owed by the Company to Harrison Reeds were £6,000 (2013: £4,000).

Directors' transactions

Transactions with the Directors are shown in the Directors' Report.

 

Remuneration of key management personnel

Key management personnel (including the directors) of the Group, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

 

 

2014

 

2013

£

 

£

Short-term employee benefits

171,000

 

192,000

Social security cost

 36,511

 

25,148

 

207,511

 

217,148

 

 

 

25.       CONTRACTUAL ARRANGEMENTS

 

At 30 June 2014, the Company held interests in the following joint venture companies which the Directors consider are no longer subject to any contractual arrangements but which were subject to contractual arrangements at 30 June 2013:

 

Mukuba Chemical Enterprises Ltd
Asset holding
Zambia
74%
Ndola Mineral Resources Ltd
Tailings processing
Zambia
100%
Sensele Mineral Resources Ltd              
Tailings processing
Zambia
80%
Mfubu Mineral Resources Ltd               
Tailings processing
Zambia
80%
Butale Mineral Resources Ltd
Tailings processing
Zambia
80%

 

 

The joint venture companies were set up in conjunction with the joint venture partners with a view to running the copper project as outlined in the 2013 accounts. The Directors have now concluded that there were very limited copper interests  held within the five joint venture companies,  they have very little value and they have  now been fully written-down.

 

It has been established that the joint venture companies, which have remained dormant, were not effectively consummated, as mining licences were either not transferred, had expired or become invalid and, furthermore, the copper resource in the joint ventures were of a low grade and not economic to process (see note 14). 

 

26.       CONTINGENT LIABILITIES AND PROVISIONS

 

(a)   The Directors have considered the current status of the joint venture companies and do not consider that the Company would be subject to any potential litigation on the basis that they were not effectively consummated, as mining licences were either not transferred, had expired or become invalid and, furthermore, the copper resource in the joint ventures was of a low grade and not economic to process. 

 

(b) During the year, the Company reached settlement with a former Director, Yoram bin Israel, in respect of his claims and the Directors do not expect that any liability will arise in respect of this settlement.

 

(c) BMR is currently registered for VAT but HMRC have given notice that BMR is to be de-registered on the basis there was no effective consideration for any services provided as no invoices had been raised by BMR and issued to its subsidiaries and that management services were not considered supplies for VAT purposes. The Company has received an assessment for £268,491 in back VAT previously claimed including interest and this amount has been provided in full. The Company has appealed and submitted its case for continued registration after having sought professional advice.  The Directors do not expect any resulting assessment to be materially different from this provision taking into account consideration of any possible compliance penalty.

 

 

27.       EVENTS AFTER THE REPORTING DATE

On 8 July 2014, the Company issued 35,714,285 ordinary shares of 1p each at a price of 1.4p per share raising £500,000.

                On 19 August 2014 the Company issued a further 35,714,285 shares of 1p each at a price of 1.4p raising £500,000 following the approval of Enviro Processing Limited's Environmental Impact Statement by the Zambian Environmental Management Agency.

On 18 February 2015, the Company entered into a settlement agreement with Masoud Alikhani (its former Chairman) via an interim deputy, Mrs Barbara Alikhani (wife of Masoud Alikhani), Said Alikhani (a brother of Masoud Alikhani), Alberg Mining & Minerals Exploration Limited (a vendor of assets sold to BMR), Dominion Energy PLC (a company in which Masoud Alikhani was interested), ESV Group PLC (a further company in which Masoud Alikhani was interested), Ms Anita Carr (a former contractor of BMR) and Swan Logistics Limited (a company controlled by Ms Anita Carr) (together, the "Settlement Parties"), and Heathley Limited (a company of which Masoud Alikhani's son is an authorised signatory) and the Company received the sum of £960,000 from Mrs Alikhani.

On 18 February 2015, 36,082,579 options were cancelled as part of the settlement agreement.  On 29 March 2015, H Furman and M Wainwright sacrificed their outstanding options.  As noted in Note 19 above, on 29 March 2015, all then outstanding options were cancelled.

 

A copy of the report and accounts for 2014 is being made available to shareholders on the Company's website www.bmrplc.com today.

 

For further information: 

Berkeley Mineral Resources Plc                                                        07747 020 600

Alex Borrelli, Chairman

 

WH Ireland Limited                                                                             020 7220 1666

Chris Fielding, Head of Corporate Finance

 

 For further information please see the Company's website at http://www.bmrplc.com 

The Directors of Berkeley Mineral Resources Plc accept responsibility for this announcement.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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