Interim Results

Templar Minerals Limited 13 December 2007 13 December 2007 Templar Minerals Limited ("Templar" or the "Company") Interim Results CHAIRMAN'S STATEMENT I have pleasure in presenting the first interim financial statements for Templar Minerals Ltd ("Templar" or the "Company") since its admission to the Alternative Investment Market ("AIM") of the London Stock Exc on 11 May 2007. The period under review runs from 2 April 2007 and end on 30 September 2007. During this period the Company acquired a 90 per cent interest in the Adjaria gold and base metals project in the Republic of Georgia for US$2.0 million in cash and by the issue of 25 million shares in Templar. Historic non-JORC compliant Soviet resource estimates indicated a total mineral resource for the Adjaria Project of: Copper 74,800 tonnes, Lead 15,000 tonnes, Zinc 11,000 tonnes, Gold 0.652 tonnes and Silver 15.1 tonnes. An exploration programme is underway and drilling is due to begin in late January 2008. In October 2007, subsequent to the financial period, the Company acquired 265 million shares in River Diamonds Plc (London AIM: "RVD"). In October 2007 River Diamonds announced further progress at the Emperor Gold Mine in Fiji, in which it has a 19% interest, and we look forward to the planned re-start of production at the mine in 2008. We believe that the Emperor Gold Mine has the capacity to produce gold at 100,000 Ounces per year for many years to come. At 30 November 2007, Templar had cash of US$5.5 million (£2.74 million). We continue to evaluate further acquisition opportunities both in gold and base metal projects and I look forward to keeping shareholders informed as to our progress with these and with our existing gold interests in both Georgia and Fiji. Contacts: Templar Minerals David Lenigas, Chairman Tel: +44 (0) 7881 825378 Ian Stalker, Non Exec-Director Tel: + 27 11 783 5056 Beaumont Cornish Tel: +44 (0) 20 7628 3396 Roland Cornish Financial Dynamics Tel + 44 (0) 20 7831 3113 Ben Brewerton TEMPLAR MINERALS LTD GROUP INCOME STATEMENT FOR THE PERIOD 2 APRIL 2007 TO 30 SEPTEMBER 2007 Note Period 2 April to 30 September 2007 (unaudited) $'000 Administrative expenses (256) Share options expensed 5 (384) _____ Operating loss (640) _____ Interest receivable 407 _____ Loss on ordinary activities before (233) taxation Taxation on loss on ordinary - activities _____ Loss for the financial period (233) _____ Attributable to: Equity holders of the parent (225) Minority interests (8) _____ Basic loss per share expressed in 3 (0.06) US cents TEMPLAR MINERALS LTD GROUP BALANCE SHEET AS AT 30 SEPTEMBER 2007 As at 31 September 2007 Note (unaudited) $'000 Assets Non-current assets Intangible assets 4,818 Tangible assets 7 20 _____ 4,838 Current assets Trade and other receivables 357 Cash 15,526 _____ Total current assets 15,883 _____ TOTAL ASSETS 20,721 _____ Current Liabilities Trade and other payables (518) _____ Total Liabilities (518) _____ Net Assets 20,203 _____ Shareholders' equity Share capital 4 - Share premium account 20,443 Retained loss (225) Foreign exc reserve (40) Share based payment reserve 384 _____ 20,562 Minority interest (359) _____ Total Equity 20,203 _____ TEMPLAR MINERALS LTD GROUP CASH FLOW STATEMENT FOR THE PERIOD 2 APRIL 2007 TO 30 SEPTEMBER 2007 Period 2 April to 30 September 2007 (unaudited) $'000 Cash outflow from operating activities Operating Loss (640) (Increase) in trade and other receivables (357) Increase in trade and other payables 518 Share options expensed 384 _____ Net cash outflow from operating activities (95) _____ Cash flows from investing activities Interest received 407 _____ Net cash inflow from investing activities 407 _____ Cash flows from investing activities Payments to acquire intangible assets (340) Payments to acquire tangible assets (20) _____ Net cash outflow from investing activities (360) _____ Acquisitions and disposals Payments to acquire subsidiaries (2,047) Cash acquired with subsidiaries 5 _____ Net cash outflow from acquisitions and (2,042) disposals _____ Cash flows from financing activities Issue of ordinary share capital 18,831 Share issue costs (1,215) _____ Net cash inflow from financing activities 17,616 _____ Net increase in cash and cash equivalents 15,526 Cash and cash equivalents at beginning of - period _____ Cash and cash equivalents at end of period 15,526 _____ TEMPLAR MINERALS LTD GROUP STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 SEPTEMBER 2007 Attributable to equity holders of the parent Called Foreign Share Retained up currency based earnings share Share translation payment capital premium reserve reserve reserve Total Group $ 000's $ 000's $ 000's $ 000's $ 000's $ 000's As at 2 April - - - - - 2007 Share capital - 21,658 - - - 21,658 issued Cost of share - (1,215) - - - (1,215) issue Acquisition of - - - - - - subsidiaries Loss for the - - - - (225) (225) year Share based - - - 384 - 384 payments Currency - - (40) - - (40) translation differences _____ _____ _____ _____ _____ As at 30 - 20,443 (40) 384 (225) 20,562 September 2007 _____ _____ _____ _____ _____ (continued from table above) Minority Total Equity Interests Group $ 000's $ 000's As at 2 April 2007 - - Share capital issued - 21,658 Cost of share issue - (1,215) Acquisition of (351) (351) subsidiaries Loss for the year (8) (233) Share based payments - 384 Currency translation - (40) differences _____ _____ As at 30 September 2007 (359) 20,203 _____ _____ TEMPLAR MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2007 1 Basis of preparation The interim results have not been audited but were the subject of an independent review carried out by the Company's auditors, Chapman Davis LLP. Their review confirmed that the figures were prepared using applicable accounting policies and practices consistent with those to be adopted in the statutory accounts for the period ended 31 March 2008. The interim consolidated financial statements for the period ended 30 September 2007 have been prepared in accordance with IAS 34 'Interim Financial Reporting'. Accordingly the interim financial statements do not include all of the information or disclosures required in the annual financial. The financial information contained in this document does not constitute statutory accounts as defined by Section 240 of the Companies Act 1985 (England & Wales). In the opinion of the directors the financial information for this period fairly presents the financial position, result of operations and cash flows for this period. Foreign currencies The functional currency of each entity is determined after consideration of the primary economic environment of the entity. The group's presentational currency is US dollars ($). 2 Segmental analysis Period ended 30 September 2007 (unaudited) $'000 Retained loss by geographical area United Kingdom (151) Georgia (82) _____ (233) _____ Segment assets United Kingdom 15,773 Georgia 4,948 _____ Total assets 20,721 _____ 3 Loss per share The calculation of earnings per share is based on the loss after taxation divided by the weighted average number of share in issue during the period: Period ended 30 September 2007 (unaudited) $'000 Net loss after taxation (225) Weighted average number of ordinary 370.4m shares used in calculating basic earnings per share Basic loss per share (expressed in US (0.06)cents cents) As the inclusion of the potential ordinary shares would result in a decrease in the loss per share they are considered to be antidilutive and, as such, a diluted loss per share is not included. 4 Share capital The authorised share capital of the Company and the called up and fully paid amounts at 30 September 2007 were as follows: $'000 Authorised Unlimited ordinary shares of no par value - each Called up, allotted, issued and fully paid Number of shares Nominal value $000's _____ _____ Incorporation 1 - 20 April 2007 for cash at 0.0437p per share 239,999,999 - 4 May 2007 for cash at 5p per share 182,750,000 - 11 May 2007 for non-cash consideration 300,000 - 7 September 2007 for non-cash consideration 25,000,000 _____ _____ As at 30 September 2007 448,050,000 - _____ _____ Total share options in issue During the period ended 30 September 2007, 10,000,000 options were issued. As at 30 September 2007 the options in issue were; Exercise Price Expiry Date Options in Issue 30 June 2007 _____ _____ 5p 4 May 2012 10,000,000 _____ 10,000,000 _____ No options lapsed or were cancelled and no options were exercised during the period to 30 September 2007. 5 Share based payments Under IFRS 2 'Share Based Payments', the Company determines the fair value of options issued to Directors and Employees as remuneration and recognises the amount as an expense in the income statement with a corresponding increase in equity. Name Date Granted Date Vested Number David Lenigas 4 May 2007 4 May 2007 2,000,000 John Stalker 4 May 2007 4 May 2007 2,000,000 Neil Herbert 4 May 2007 4 May 2007 2,000,000 Guy Elliot 4 May 2007 4 May 2007 2,000,000 Graham Mascall 4 May 2007 4 May 2007 2,000,000 _____ _____ _____ Totals 10,000,000 _____ _____ _____ (continued from table above) Name Exercise Price Expiry Date Fair Value at (pence) Grant Date (pence) David Lenigas 5 4 May 2012 1.88 John Stalker 5 4 May 2012 1.88 Neil Herbert 5 4 May 2012 1.88 Guy Elliot 5 4 May 2012 1.88 Graham Mascall 5 4 May 2012 1.88 _____ _____ _____ Totals _____ _____ _____ The fair value of the options vested during the six months ended 30 September 2007 $0.384million (£0.188 million). The assessed fair value at grant date is determined using the Black-Scholes Model that takes into account the exercise price, the term of the option, the share price at grant date, the expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The following table lists the inputs to the models used for the period ended 30 September 2007: 4 May 2007 issue Dividend Yield (%) - Expected Volatility (%) 59.4 Risk-free interest rate 4.8 (%) Share price at grant 0.06 date (£) The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may, not necessarily be the actual outcome. 6 Investment in subsidiaries Country of Proportion Nature of business Registration held Company _____ _____ _____ Direct Templar Georgia Ltd BVI 100% Holding Company Indirect Via Templar Georgia Ltd Goldencrest Enterprises Ltd BVI 90% Holding Company Via Goldencrest Enterprises Ltd Metalon Georgia LLC Georgia 100% Mineral Exploration 7 Tangible assets Plant and equipment Total Group $ 000's $ 000's At 2 April 2007 Additions 20 20 _____ _____ As at 30 September 2007 20 20 _____ _____ 8 Post balance sheet events On 11 October 2007, the Company purchased 250,000,000 ordinary shares in AIM-traded River Diamonds Plc pursuant to a private placement, at a price of 1.5p share for a total consideration of $7,653,750 (£3,750,000). Following this placement, the company owns in aggregate 270million ordinary shares in River Diamond Plc, representing 24.8% of River Diamond's issued share capital. On 17 October 2007, the Company purchased a further 10,000,000 ordinary shares in AIM-traded River Diamonds Plc, at a cost of $504,383 (£247,550). Following these purchases, the company owned in aggregate 260million shares in River Diamond plc, representing 25.72% of River Diamond's issued share capital. On 19 October 2007, the Company purchased a further 5,000,000 ordinary shares in AIM-traded River Diamonds Plc, at a cost of $243,141 (£119,000). Following these purchases, the company owned in aggregate 265million shares in River Diamond plc, representing 26.18% of River Diamond's issued share capital. On 23 November 2007, the Company announced Guy Elliot had resigned as a non-executive director of the company. Independent Review Report to Templar Minerals Ltd Introduction We have been instructed by Templar Minerals Ltd (the company) to review the financial information comprising the consolidated income statement, consolidated balance sheet, consolidated cash flow statement and notes thereon and we have read the other information contained in the interim report and considered whether it contains any apparent mis-statements or material inconsistencies with the financial information. This report is made solely to the Company in accordance with guidance contained in Bulletin 1999/4 "Review of interim financial information" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the Directors. The directors are responsible for preparing the interim report in accordance with the rules of the London Stock Exc for companies trading securities on the Alternative Investment Market which require that the half-yearly report be presented and prepared in a form consistent with that which will be adopted in the company's annual accounts having regard to the accounting standards applicable to such annual accounts. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board for use in the United Kingdom by auditors of fully listed companies. A review consists principally of making enquiries of the Directors and applying analytical procedures to the financial information and underlying financial data and based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with United Kingdom Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the period ended 30 September 2007. CHAPMAN DAVIS LLP Chartered Accountants 2 Chapel Court London SE1 1HH This information is provided by RNS The company news service from the London Stock Exc
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