30th Aug 2013 14:47
30 August 2013
NAMIBIAN RESOURCES PLC
RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2013
Namibian Resources plc ("the Company") is pleased to present its results for the year ended 28 February 2013. A copy of the annual report and accounts has been posted to shareholders today and will also be available on the Company's website, http://www.namibianresources.com/
Together with the annual report and accounts, the Company is posting to shareholders a notice of its annual general meeting which will take place at 11.00am on Friday 27 September 2013 at Craven House, West Street, Farnham, Surrey, GU9 7EN.
Enquiries:
Brian Moritz, Director, Namibian Resources Plc
| Tel: 01252 733683 |
Colin Aaronson/Jen Clarke Grant Thornton UK LLP, Nominated Adviser | Tel: 0207 383 5100 |
CHAIRMAN'S STATEMENT
Since my last statement the Company has made substantial strides forward towards the Board's objective of expanding our diamond mining operations, and commencing other mining activities in Southern Africa.
Operations and Financial Results
Production at the Company's Sonnberg diamond mine during the year was disappointing due to operational difficulties. In particular the mobile plant needs refurbishment and upgrading to achieve acceptable levels of production of diamonds. The position has been exacerbated by the fact that the new contract with Namdeb Diamond Corporation (Pty) Limited ("Namdeb"), under which the Company operates, remains unsigned, making fund raising for plant upgrading impossible. As a result the Board decided to seek new opportunities for expanding into other geographical areas and materials, culminating in the signature of the management agreement described below.
During the year the Group reports a loss from operating activities, before and after tax, of £1,318,332 (2012: £330,243). After adjusting for exchange differences, the total comprehensive expense for the year was £1,515,804 (2012: £506,251). Given the delay in renewing the Namdeb contract and the change in emphasis of the business we considered it prudent to write down the value of the mining rights and plant in Namibia, and this has resulted in an impairment charge of £1,009,722. Plant is now included at estimated realisable value, but it should be stressed that there is no intention to dispose of the plant.
The Directors have continued to provide finance to the Company by way of loans.
Management Agreement
On 9 May 2013, the Company signed a management agreement with Southern Goshawk Resources (Pty) Limited ("SG"), the natural resources arm of the J&J Group, a South African based investment holding and management. Under this agreement SG will manage all the Company's mining assets in Southern Africa. Initially these assets comprise the Sonnberg diamond mine in Namibia, where SG will seek to finalise negotiations on a new contract with Namdeb, which holds the mining right, and evaluate the steps required to expand production at Sonnberg to a level where it will generate profits on a sustainable basis.
Under the terms of the management agreement, SG will be entitled to a success based incentive being 20% of the increase in value of such mineral assets, to be settled in shares in the Company. The success based incentive will be paid annually, with a clawback mechanism designed to ensure that the incentive amounts to 20% of the increase in the value of the mineral assets over the term of the agreement. In addition, the Company will be responsible for paying SG's expenses in managing the Company's business, and any costs incurred in acquiring assets. It is intended that these costs and expenses be settled through the issue of shares in the Company.
The management agreement also envisages that the Company will acquire, from SG, a subsidiary of SG which holds all the existing mining and exploration rights of SG, initially in coal and copper ("the Acquisition"). The consideration for the Acquisition will be the issue of 29.9% of the share capital of the Company at the time of such acquisition, as enlarged by the capitalisation of outstanding loans to the Company by its existing Directors. The share price for the purposes of this transaction was agreed at 3.9412 pence per share, being the volume-weighted average price of the Company's ordinary shares for the 30 days ended 28 February 2013. The Acquisition is intended to be completed as soon as permission is received from the South African regulatory authorities, which permission is expected to be received shortly.
In the meantime the new Directors have been active in expanding the assets to be acquired from SG. They have commenced the management of a coal mining operation in Mpumalanga, South Africa, and are negotiating for other coal and copper mining projects, as well as for project finance to bring such opportunities to fruition. In addition they are actively negotiating with Namdeb for expanded rights in Namibia.
New Directors
I was pleased to welcome Michael Solomon and David Johnson to the Board as executive directors with effect from 9 May 2013.
Michael Solomon (aged 60) has 34 years professional experience as a practicing mining engineer within the mining industry in many commodities including gold, platinum, diamonds and base metals as a mining engineer and mine manager, as well as some 15 years in the consulting engineering environment. He also sits on the World Economic Forum Global Agenda Council for Mining and Metals and the United Nations Economic Commission on Africa Expert Group on Beneficiation.
David Johnson (aged 50) has a banking and investing background having both project and corporate finance experience with HSBC, ABSA Bank, and Decorum Capital Partners, the managers of the New Africa Mining Fund. Currently he is responsible for all investment activities of the J&J Group, being its Chief Investment Officer.
On the same date, Oliver Plummer resigned as the Company's finance director. External arrangements have been made for control of the Company's finances, which will be overseen by another Director, Brian Moritz. I would like to thank Oliver for his work for the Company over a number of years.
Nominated Adviser
Grant Thornton UK LLP was appointed as the Company's Nominated Adviser with effect from 9 May 2013, replacing Beaumont Cornish, whom I would also like to thank for their efforts on behalf of the Company.
Future Prospects
The delay in completing the Acquisition has been disappointing, but approval from the South African authorities is expected in the near future. With a strengthened Board and expanded activities, I am able to look forward to the future with a significantly greater degree of confidence than I was able to do last year.
Lord Sheppard of Didgemere
(Chairman)
30 August 2013
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2013
| Notes | 2013 £ | 2012 £ | ||||||||||
Continuing operations Revenue |
57,046 |
13,629 | |||||||||||
Cost of sales | (131,772) | (66,354) | |||||||||||
Gross loss | (74,726) | (52,725) | |||||||||||
Administrative expenses | (1,243,433) | (277,518) | |||||||||||
Loss from operating activities | (1,318,159) | (330,243) | |||||||||||
Finance costs | (173) | - | |||||||||||
Loss before tax | (1,318,332) | (330,243) | |||||||||||
Taxation | - | - | |||||||||||
Loss for the year from operating activities | (1,318,332) | (330,243) | |||||||||||
Exchange translation on foreign operations | (197,472) | (176,008) | |||||||||||
Total comprehensive expense for the year | (1,515,804) | (506,251) | |||||||||||
Loss per ordinary share (pence) | |||||||||||||
Basic and diluted | (2.13) | (0.65) | |||||||||||
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 28 FEBRUARY 2013
| 2013 £'000 | 2012 £'000 | ||||||||||
Non-current assets | ||||||||||||
Property, plant and equipment | 437,124 | 1,028,789 | ||||||||||
Intangible assets | 200,000 | 900,333 | ||||||||||
637,124 | 1,929,122 | |||||||||||
Current assets | ||||||||||||
Inventories | 2,030 | 4,378 | ||||||||||
Trade and other receivables | 55,060 | 53,745 | ||||||||||
Cash and cash equivalents | 4,307 | 15,301 | ||||||||||
61,397 | 73,424 | |||||||||||
Total assets | 698,521 | 2,002,546 | ||||||||||
Equity | ||||||||||||
Share capital | 4,211,235 | 4,211,235 | ||||||||||
Share premium | 1,027,317 | 1,027,317 | ||||||||||
Currency translation reserve | 306,355 | 503,827 | ||||||||||
Retained deficit | (5,356,823) | (4,038,491) | ||||||||||
188,084 | 1,703,888 | |||||||||||
Current liabilities | ||||||||||||
Trade and other payables | 510,437 | 298,658 | ||||||||||
510,437 | 298,658 | |||||||||||
Total equity and liabilities | 698,521 | 2,002,546 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2013
|
Share capital £ |
Share premium £ | Currency translation reserve £ |
Retained deficit £ |
Total £ |
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Balance at 28 February 2011 | 4,036,050 | 589,355 | 679,835 | (3,708,248) | 1,596,992 |
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Loss for the financial year | - | - | - | (330,243) | (330,243) |
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Foreign exchange difference | - | - | (176,008) | - | (176,008) |
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Total comprehensive expense for the year | - | - | (176,008) | (330,243) | (506,251) |
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Issue of ordinary shares | 175,185 | 437,962 | - | - | 613,147 |
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Balance at 28 February 2012 | 4,211,235 | 1,027,317 | 503,827 | (4,038,491) | 1,703,888 |
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Loss for the financial year | - | - | - | (1,318,332) | (1,318,332) |
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Foreign exchange difference | - | - | (197,472) | - | (197,472) |
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Total comprehensive expense for the year | - | - | (197,472) | (1,318,332) | (1,515,804) |
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Balance at 28 February 2013 | 4,211,235 | 1,027,317 | 306,355 | (5,356,823) | 188,084 |
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The currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements of the foreign operation.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2013
| 2013 £ | 2012 £ |
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Cash flows from operating activities |
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Loss for the year | (1,318,332) | (330,243) |
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Adjustments for: |
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Depreciation Amortisation of intangible assets | 35,178 53,891 | 17,568 71,110 |
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Impairment of non-current assets | 1,009,722 | - |
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Foreign exchange differences | - | (38,793) |
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Finance costs | 173 | - |
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(219,368) | (280,358) |
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Changes in: - inventories |
2,007 |
4,885 |
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- trade and other receivables | (7,106) | (4,199) |
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- trade and other payables | 213,661 | (328,763) |
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Cash used in operating activities | (10,806) | (608,435) |
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Cash flows from investing activities |
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Interest paid | (173) | - |
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Net cash used in investing activities | (173) | - |
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Cash flows from financing activities |
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Proceeds from issue of share capital | - | 613,147 |
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Net cash flows from financing activities | - | 613,147 |
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Net (decrease)/ increase in cash and cash equivalents | (10,979) | 4,712 |
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Cash and cash equivalents at beginning of year | 15,301 | 10,589 |
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Effect of exchange rate fluctuations on cash held | (15) | - |
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Cash and cash equivalents at 28 February | 4,307 | 15,301 |
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NOTES
1 General information
The financial information set out above does not comprise statutory accounts for the purposes of Section 434 of Companies Act 2006.
2 Basis of preparation
The consolidated 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.
3 Going concern
After making enquiries, the Directors have formed a judgement that, as at the date of approving the financial statements, there is a reasonable expectation that the Group and the Company have 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 accounts. In forming this judgement the Directors have taken account of there being no outstanding liabilities other than in the normal course of business. There are no borrowings other than from the Directors, who have continued to provide loans for working capital. The Company will seek additional finance to expand its operations following the acquisition of the natural resources assets of SG. The Directors believe that the Company and the Group will trade profitably in the foreseeable future and will be able to meet liabilities as they fall due. Namdeb has offered a new contract for a further five years
from 30 April 2012. However, at the date of signing these accounts the final contract remains with Namdeb's legal department
awaiting release for signature. Meanwhile, Namdeb has allowed the Group to continue mining and this has been the position
since 30 April 2012.
4 Loss per share
The calculation of loss per share at 28 February 2013 is based on the loss for the year from operating activities attributable to ordinary shareholders of £1,318,332 (2012: £330,243), and a weighted average number of ordinary shares in issue of 61,821,352 (2012: 50,142,352).
Basic and diluted loss per share is the same in both periods as the options that were in issue up to 9 January 2013 were antidilutive due to losses.
Related Shares:
NBR.L