16th May 2017 07:00
16 May 2017
BLENHEIM NATURAL RESOURCES PLC
("Blenheim" or the "Company)
Final Results for the period ended 31 March 2017
Blenheim is pleased to announce its final results for the period ended 31 March 2017.
Copies of the Company's annual report and financial statements for the period ended 31 March 2017 will shortly be sent to shareholders and will be available at the Company's website: www.blenheimnaturalresources.com
For further information please contact:
Chris Ells | Blenheim Natural Resources Plc | +44 (0) 1622 844601 |
Colin Aaronson/Jamie Barklem/ Daniel Bush | Grant Thornton UK LLP | +44 (0) 20 7383 5100 |
Nick Emerson | SI Capital Ltd | +44 (0)1483 413500 |
Lucy Williams / Duncan Vasey | Peterhouse Corporate Finance Limited | +44 (0) 20 7469 0932 |
Colin Rowbury | Cornhill Capital Limited | +44 (0) 20 7710 9610 |
The information contained within this announcement is considered to be inside information, for the purposes of Article 7 of EU Regulation 596/2014, prior to its release.
CHAIRMAN'S STATEMENT
The Company changed its accounting reference date to 31 March (as announced on 7 April 2017) in order to align the Company's balance sheet date with the common market practice of reporting to calendar quarter ends in the UK and to bring Blenheim's financial year-end in line with the end of the fiscal year.
The Company's financial results are for the eleven months ended 31 March 2017 and show a loss of £295,170 (loss of £234,588 for the year ended 30 April 2016.) Revenues of £2,534 and net realised gains of £30,053 from the disposal of financial assets at fair value through profit or loss were offset by administrative costs of £242,683, transaction costs of £41,995 and net interest costs of £43,079.
During the period covered by these results, Blenheim finalised or is still working on several strategic investments including:
1. Further subscription of £120,000 to increase its investment in IGS (International Geoscience Services) Limited ("IGS") - Blenheim is the largest shareholder in IGS and currently holds a stake of 29.9%, a small reduction from 30.1% as a result of minor dilution since the investment took place.
2. Grant of an option for £1 by TAM Mining ("TAM") to obtain 7.5% of the fully diluted issued share capital of TAM by 7 August 2017 if the Company utilises its expertise and contacts to assist TAM in raising a minimum of US$5 million.
3. On 27 February 2017 Blenheim announced that, in addition to its ongoing discussions with Xantus Inc. ("Xantus") in respect of the Company's option to acquire a 30 per cent interest in the Dieba exploration permit in Southern Mali ("Dieba"), the Company was working to identify and appraise other lithium opportunities.
4. On 30 March 2017, Blenheim announced that it had conditionally acquired a 30 per cent interest in Nashwan Holdings Ltd ("Nashwan") for a consideration of £200,000 in cash and 75,000,000 ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares"). Nashwan currently holds two prospecting permits in Southern Mali and two exploration licence applications are pending over the same two areas. The payment of the consideration in respect of this transaction is conditional upon Nashwan successfully being granted exploration licences over both its Menianbala and Djidje projects within 90 days of the date of the share purchase agreement between the vendor and Blenheim, or by such other date agreed between the parties.
In addition to these significant developments in strategic investments, the Company has completed two successful share placings. Gross proceeds of £750,000 were raised in February 2017 and a further £1,000,000 raised shortly after the period end, in April 2017.
Borrowings of £275,000, represented by convertible loans, were fully repaid on 18 April 2017, after the period end. The Company is now free of any long-term debt.
As an investment company with significant cash resources, I believe that Blenheim is now extremely well positioned to continue to take advantage of opportunities in the natural resources and agribusiness sectors, in line with its investing policy. The directors are currently considering a number of promising potential strategic investments including lithium opportunities in West Africa, in particular the Xantus option referred to earlier in this statement.
Chris Ells
Chairman
15 May 2017
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2017
| |||||
Period ended | Year ended | ||||
31 March 2017 | 30 April 2016 | ||||
Notes | £ | £ | |||
CONTINUING OPERATIONS | |||||
REVENUE | 2,534 | 6,196 | |||
Administrative expenses | (242,683) | (175,227) | |||
Transaction costs | (41,995) | - | |||
Impairment of available for sale financial assets | - | (82,345) | |||
Other gains/(losses) - net | 2 | 30,053 | 51,954 | ||
OPERATING LOSS | (252,091) | (199,442) | |||
Finance income | 25 | 315 | |||
Finance costs | (43,104) | (35,481) | |||
LOSS BEFORE INCOME TAX | (295,170) | (234,588) | |||
Income tax expense | - | - | |||
LOSS FOR THE PERIOD | (295,170) | (234,588) | |||
OTHER COMPREHENSIVE INCOME | - | - | |||
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | (295,170) | (234,588) | |||
EARNINGS PER SHARE | |||||
(expressed in pence per share) | |||||
Basic and diluted | 3 | (0.13) | (0.23) | ||
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2017
31 March 2017 | 30 April 2016 | |||
Notes | £ | £ | ||
ASSETS | ||||
NON-CURRENT ASSETS | ||||
Available for sale financial assets | 4 | 1,022,963 | 260,463 | |
CURRENT ASSETS | ||||
Other receivables and prepayments | 32,780 | 22,490 | ||
Financial assets at fair value through profit or loss | 5 | 231,225 | 297,378 | |
Other financial assets | 25,000 | - | ||
Cash and cash equivalents | 6 | 598,445 | 207,503 | |
887,450 | 527,371 | |||
TOTAL ASSETS | 1,910,413 | 787,834 | ||
EQUITY | ||||
Share capital | 7 | 1,564,331 | 1,350,045 | |
Share premium | 7 | 1,836,406 | 1,383,432 | |
Other reserves | 8 | 965,905 | 501,582 | |
Retained deficit | (3,042,032) | (2,746,862) | ||
TOTAL EQUITY | 1,324,610 | 488,197 | ||
LIABILITIES | ||||
CURRENT LIABILITIES | ||||
Borrowings | 9 | 275,000 | 245,476 | |
Trade and other payables | 310,803 | 54,161 | ||
TOTAL LIABILITIES | 585,803 | 299,637 | ||
TOTAL EQUITY AND LIABILITIES | 1,910,413 | 787,834 |
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2017
| |||||||
Sharecapital | Share premium | Otherreserves | Retainedearnings | Total | |||
£ | £ | £ | £ | £ | |||
Balance at 1 May 2015 | 1,238,545 | 801,614 | 493,419 | (2,512,274) |
21,304
| ||
Loss for the year | - | - | - | (234,588) | (234,588) | ||
Total comprehensive income for the year | - | - | - | (234,588) | (234,588) | ||
Issue of share capital | 111,500 | 670,250 | - | - | 781,750 | ||
Issue costs | - | (88,432) | - | - | (88,43) | ||
Grant of share options and warrants | - | - | 8,163 | - | 8,163 | ||
Total transactions with owners, recognised directly in equity | 111,500 | 581,818 | 8,163 | - | 701,481 | ||
Balance at 30 April 2016 | 1,350,045 | 1,383,432 | 501,582 | (2,746,862) | 488,197 | ||
Balance at 1 May 2016 | 1,350,045 | 1,383,432 | 501,582 | (2,746,862) | 488,197 | ||
Loss for the year | - | - | - | (295,170) | (295,170) | ||
Total comprehensive income for the year | - | - | - | (295,170) | (295,170) | ||
Issue of share capital | 214,286 | 535,714 | - | - | 750,000 | ||
Issue costs | - | (82,740) | - | - | (82,740) | ||
Grant of share options and warrants | - | - | 21,823 | - | 21,823 | ||
Shares to be issued | - | - | 442,500 | - | 442,500 | ||
Total transactions with owners, recognised directly in equity | 214,286 | 452,974 | 464,323 | - | 1,131,583 | ||
Balance at 31 March 2017 | 1,564,331 | 1,836,406 | 965,905 | (3,042,032) | 1,324,610 | ||
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2017
Period ended | Year ended | |||
31 March 2017 | 30 April 2016 | |||
£ | £ | |||
Cash flows from operating activities | ||||
Loss before income tax | (295,170) | (234,588) | ||
Finance costs | 43,104 | 35,481 | ||
Finance income | (25) | (315) | ||
Gain on disposal of trade investments | (30,053) | (51,954) | ||
Impairment of available for sale financial assets | - | 82,345 | ||
Share based payments | 21,823 | 8,163 | ||
Increase in trade and other receivables | (10,290) | (8,786) | ||
Increase in trade and other payables | 256,642 | 21,166 | ||
Net cash used in operating activities | (13,969) | (148,488) | ||
Cash flows from investing activities | ||||
Purchase of available for sale financial assets | (320,000) | (260,463) | ||
Purchase of financial assets at fair value through profit or loss | (343,485) | (210,757) | ||
Purchase of other financial assets | (25,000) | - | ||
Proceeds from disposal of financial assets at fair value through profit or loss | 439,691 | 106,950 | ||
Net cash used in investing activities | (248,794) | (364,270) | ||
Cash flows from financing activities | ||||
Proceeds from the issue of share capital | 750,000 | 781,750 | ||
Share issue expenses paid | (82,740) | (84,832) | ||
Interest paid | (13,580) | (16,518) | ||
Interest received | 25 | 32 | ||
Net cash generated from financing activities | 653,705 | 680,432 | ||
Increase/(decrease) in cash and cash equivalents | 390,942 | 167,674 | ||
Cash and cash equivalents at the beginning of the year | 207,503 | 39,829 | ||
Cash and cash equivalents at the end of the year | 598,445 | 207,503 |
Significant non-cash transactions in the period include the shares to be issued in relation to the Nashwan transaction.
NOTES TO THE FINAL RESULTS
1. ACCOUNTING POLICIES
General information
Blenheim Natural Resources Plc is a public limited company incorporated in England and Wales under the Companies Act (registered number 02956279). The Company is domiciled in the United Kingdom and its registered address is Hyde Park House, 5 Manfred Road, London, SW15 2RS. The principal activity of the Company is to establish strategic and portfolio investments in listed and unlisted shares, as well as in projects in the natural resource sector which encompasses the mining, oil and gas and agricultural sectors. The Company's shares are traded on the AIM market of the London Stock Exchange.
Summary of significant accounting policies
The principal Accounting Policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
These Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRIC) interpretations as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS. The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets and financial assets at fair value through profit or loss. The company is an investment entity and has therefore prepared its financial statements on this basis.
The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements are disclosed in Note 3 of the published annual report.
The financial information set out in this announcement does not constitute the Company's statutory accounts for the period ended 31 March 2017 or the year ended 30 April 2016 under the meaning of Section 434 the Companies Act 2006 but is derived from those accounts. The annual report for the period ended 31 March 2017 was approved by the Board of Directors on 15 May 2017 along with this announcement, but has not yet been delivered to the Registrar of Companies. The auditor's report on the statutory accounts for the period ended 31 March 2017 is unqualified. The annual report and financial statements will be delivered to the Registrar of Companies following the Company's Annual General Meeting.
Going concern
The Financial Statements have been prepared assuming the Company will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.
The Directors have prepared cash flow forecasts for the Company. It is envisaged by the Directors that the cash flow existing as at the date of the Statement of Financial Position together with those received post period end provide adequate funds for the Company for at least 12 months from the date on which these Financial Statements were signed.
The company raised gross proceeds of £1,000,000 by way of a share placing and issue of shares on 3 May 2017. These funds will complement the company's existing cash resources and will be used for further investment opportunities. The Directors will retain sufficient cash resources to fund ongoing operations.
On this basis, the Directors have formed a judgement, at the time of approving the Financial Statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason the Directors have adopted the going concern basis in preparing the Financial Statements.
2. OTHER GAINS/(LOSSES) - NET
31 March 2017 | 30 April 2016 | |||
£ | £ | |||
Fair value gains/(losses) on financial assets at fair value through profit or loss | 30,053 | 51,954 |
3. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.
Reconciliations are set out below.
31 March 2017 | ||||||
Weighted | ||||||
average | ||||||
number | Per-share | |||||
Earnings | of | amount | ||||
£ | shares | pence | ||||
Basic EPS | ||||||
Earnings attributable to ordinary shareholders | (295,170) | 223,251,939 | (0.13) | |||
Effect of dilutive securities | - | - | - | |||
Diluted EPS | ||||||
Adjusted earnings | (295,170) | 223,251,939 | (0.13) | |||
30 April 2016 | ||||||
Weighted | ||||||
average | ||||||
number | Per-share | |||||
Earnings | of | amount | ||||
£ | shares | pence | ||||
Basic EPS | ||||||
Earnings attributable to ordinary shareholders | (234,588) | 102,397,288 | (0.23) | |||
Effect of dilutive securities | - | - | - | |||
Diluted EPS | ||||||
Adjusted earnings | (234,588) | 102,397,288 | (0.23) | |||
In accordance with IAS 33 the share options in issue do not have a dilutive impact on the earnings per share for the period ended 31 March 2017 and the year ended 30 April 2016. The total number of potentially dilutive securities are 272,500,000 (2016: 22,500,000).
4. AVAILABLE FOR SALE FINANCIAL ASSETS
2017 | 2016 | |||
£ | £ | |||
At 1 May | 260,463 | 82,345 | ||
Additions | 762,500 | 260,463 | ||
Impairment | - | (82,345) | ||
At 30 April | 1,022,963 | 260,463 | ||
A brief description of the three strategic holdings is as follows:
As at 31 March 2017, the carrying value of the Company's 29.9 per cent investment in IGS (International Geoscience Services) Limited ("IGS") is based on its acquisition cost of £380,463. The Directors consider this carrying value to equate to the fair value of this investment as revenue and costs of the geoconsultancy and IGS Xplore, the technology business, cannot be forecast accurately beyond the near future given the fluidity in both market places.
On 26 March 2017, Blenheim conditionally acquired a 30 per cent interest in Nashwan Holdings Ltd ("Nashwan") for a consideration of £200,000 in cash and 75,000,000 ordinary shares of 0.1 pence each in the capital of the Company. The shares have been included at a value of £442,500 and included in other reserves in shares to be issued. Nashwan currently holds two prospecting permits in Southern Mali and two exploration licence applications pending over the same two areas.
The carrying value of the Company's investment in Nashwan is based on its acquisition cost of £642,500. The Directors consider that this carrying value equates to the fair value of this investment given the proximity of the transaction to the reporting date.
Completion of the Company's investment in Nashwan was conditional at the period end on shareholders granting the directors the authority to allot and issue the share based consideration. This authority was granted by shareholders at a general meeting held on 28 April 2017, and completion of the Company's investment has taken place.
Pursuant to the terms of the acquisition, the payment of consideration to the vendor remains conditional on Nashwan successfully being granted with exploration licences over both its Menianbala and Djidje projects within 90 days of the date of completion, or by such other date agreed between the parties.
On 7 August 2016, the Company entered into an option agreement with TAM Mining Limited ("TAM"). The Company paid a nominal option fee of £1 and was granted the option to be issued with ordinary shares in TAM equal to 7.5% of its entire issued share capital, on a fully diluted basis (the "Option"). As consideration for this interest, Blenheim agreed to use its skills and contacts to assist TAM in raising a minimum of US$5 million (the "Funding Condition"). This Option is exercisable, inter alia, by Blenheim within 12 months from the date of the Agreement, subject to successfully meeting the Funding Condition. The Company continues to assist in identifying relevant sources of finance and provides technical and commercial support to TAM.
5. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
2017 | 2016 | |||
£ | £ | |||
Equity securities - held for trading | 231,225 | 297,378 | ||
Financial assets at fair value through profit or loss are presented within 'operating activities' as part of changes in working capital in the Statement of Cash Flows.
Changes in fair values of financial assets at fair value through profit or loss are recorded in 'other (losses)/gains - net' in the Income Statement.
The fair value of all equity securities is based on their current bid prices in an active market.
6. CASH AND CASH EQUIVALENTS
2017 | 2016 | |||
£ | £ | |||
Cash at bank | 578,434 | 207,079 | ||
Cash held in investment portfolio | 20,011 | 424 | ||
598,445 | 207,503 |
7. SHARE CAPITAL
Number of shares | Ordinary shares | Deferred shares | Share premium | Total | ||
No. | £ | £ | £ | £ | ||
At 1 May 2015 | 727,909 | 72,835 | 1,165,710 | 801,614 | 2,040,159 | |
Sub division of shares | 72,062,991 | - | - | - | - | |
Issue of shares | 111,500,000 | 111,500 | - | 670,250 | 781,750 | |
Share issue costs | - | - | - | (88,432) | (88,432) | |
At 30 April 2016 | 184,290,900 | 184,335 | 1,165,710 | 1,383,432 | 2,733,477 | |
At 1 May 2016 | 184,290,900 | 184,335 | 1,165,710 | 1,383,432 | 2,733,477 | |
Issue of shares | 214,285,714 | 214,286 | - | 535,714 | 750,000 | |
Share issue costs | - | - | - | (82,740) | (82,740) | |
At 31 March 2017 | 398,576,614 | 398,621 | 1,165,710 | 1,836,406 | 3,400,737 | |
On 07 February 2017, 214,285,714 Ordinary shares of 0.10 pence each were allotted as fully paid at a premium of 0.25 pence per share during the year.
8. OTHER RESERVES
Shares to be issued | Share option reserve | Merger reserve | Total | |
At 1 May 2015 | 76,135 | - | 417,284 | 493,419 |
Issue of share options and warrants | - | 8,163 | - | 8,163 |
At 30 April 2016 | 76,135 | 8,163 | 417,284 | 501,582 |
Issue of share options and warrants | - | 21,823 | - | 21,823 |
Shares to be issued | 442,500 | - | - | 442,500 |
At 31 March 2017 | 518,635 | 29,986 | 417,284 | 965,905 |
Merger relief reserve of £417,284 arose in the period ended 31 December 1995 and relates to shares that were issued on a share for share basis in relation to the Langdon (Coffee & Tea) Limited transaction.
Shares to be issued comprise the equity component of the compound financial instruments. Shares to be issued also includes £442,500 in respect of deferred share consideration for the Nashwan transaction.
Share option reserve comprises the cumulative fair value of share options and warrants.
9. | BORROWINGS |
2017 | 2016 | |||
£ | £ | |||
Current: | ||||
Convertible loan notes | 275,000 | 245,476 | ||
Terms and debt repayment schedule: | ||||
£ | £ | |||
Less than 1 year | 275,000 | 245,476 | ||
Borrowings represent convertible loan notes redeemable on or before 18 April 2017.
The carrying amounts and the fair value of borrowings are as follows:
Carrying amount | Fair value | ||||||
2017 | 2016 | 2017 | 2016 | ||||
£ | £ | £ | £ | ||||
Convertible loan notes | 275,000 | 245,476 | 275,000 | 275,000 | |||
The carrying amounts of the Company's borrowings are denominated in UK sterling.
The convertible bond recognised at the year-end is calculated as follows:
2017 | 2016 | |||
£ | £ | |||
Face value of convertible loan notes issued | 275,000 | 275,000 | ||
Equity component | (76,135) | (76,135) | ||
Liability component on initial recognition | 198,865 | 198,865 | ||
Interest expense | 139,666 | 94,778 | ||
Interest paid | (63,531) | (48,167) | ||
275,000 | 245,476 |
The fair value has been calculated using discounted cash flows at a rate of 15% per annum.
10. SHARE-BASED PAYMENT TRANSACTIONS
The measurement requirements of IFRS 2 have been implemented in respect of share options and warrants granted. The expense recognised for share based payments during the period is £21,823 (2016: £8,163).
247,500,000 options or warrants were issued during the financial period ended 31 March 2017, with an average exercise price of 0.64 pence.
Movement in issued share options during the period
The table illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options and warrants during the period as follows:
No of options | No of options | WAEP |
Outstanding at the beginning of the period | 28,500,000 | 0.96p | ||
Granted during the year | 247,500,000 | 0.64p | ||
Forfeited/cancelled during the period | (3,500,000) | 1.25p | ||
Outstanding at the end of the period | 272,500,000 | 0.67p | ||
Exercisable at the end of the period | 272,500,000 | 0.67p |
The fair value of the options and warrants granted in the period have been calculated using the Black Scholes model assuming the inputs shown below:
- Grant date | 7 February 2017 | 7 February 2017 | 23 March 2017 |
- Number of options/warrants granted | 214,285,714 | 10,714,286 | 22,500,000 |
- Share price at grant date | 0.475p | 0.475p | 0.625p |
- Exercise price at grant date | 0.65p | 0.35p | 0.65p |
- Risk free rate | 2.75% | 2.75% | 2.75% |
- Option life | 2 years | 3 years | 3 years |
- Expected volatility | 10.81% | 10.81% | 10.81% |
- Expected dividend yield | 0% | 0% | 0% |
- Fair value of option/warrant | £0.003 | £0.0004 | £0.0013 |
Share options and warrants outstanding at the end of the period have the following expiry dates:
Grant date | Exercise date | Number of shares |
30 October 2015 | 15 October 2018 | 10,000,000 |
30 October 2015 | 15 April 2017 | 9,000,000 |
16 December 2015 | 10 December 2017 | 6,000,000 |
7 February 2017 | 18 January 2019 | 214,285,714 |
7 February 2017 | 18 January 2020 | 10,714,286 |
23 March 2017 | 7 February 2020 | 22,500,000 |
Related Shares:
TSI.L