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
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The company news service from the London Stock Exc
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