11th Nov 2014 07:00
11 November 2014
LP Hill Plc
("LP Hill" or the "Company")
Final Results for the year ended 30 June 2014
LP Hill (AIM: LPH), the AIM listed uranium, thorium, base and precious metals and gemstones exploration and development company operating in Madagascar, announces its audited final results for the year ended 30 June 2014.
Chairman's Statement
I am pleased to present the Group's final results for the year ended 30 June 2014. The results show that the Group incurred a loss before and after taxation for the year of £664,877 (2013: £107,217). The loss reflects the limited essential expenditure incurred in order to maintain the good standing of our Marodambo Project, corporate running costs, expenditure associated with conducting the requisite due diligence on potential new attractive project opportunities and an impairment charge of £478,837 (2013: Nil). In light of the considerable and ongoing delay experienced with respect to securing the necessary governmental approvals for Phase 2 of the Marodambo Project, the Board has deemed it appropriate to recognise an impairment expense of £478,837 in this reporting period in respect of the Company's investment in Tranomaro Mineral Development Corporation Limited ("TMDCL"). TMDCL holds the group's 80 per cent. interest in Mineral Development Corporation S.A. which is the sole beneficial owner of the Marodambo Project.
During the reporting period, the Board has continued to identify and investigate further potential opportunities to expand the Company's asset portfolio in line with our stated strategy. This has again included the evaluation of advanced resource projects that are either revenue generating or which have a clear short-term path towards revenue generation. The market environment has continued to be extremely challenging for companies operating in the mining sector such that the Board has yet to secure a suitably compelling and attractive opportunity at a sensible valuation to present to shareholders and potential investors to raise the requisite funding.
The Group's early stage Marodambo Project in Madagascar, focused on exploration for uranium and thorium, remains on a care and maintenance footing pending receipt of the requisite approvals from the relevant Madagascan government authorities in respect of our potential Phase 2 exploration work programme and environmental impact study.
On 17 March 2014, the Company announced that it had allotted 4,970,264 new ordinary shares to Hereford Group Limited, an existing substantial shareholder, in respect of the conversion in full of its 2014 unsecured loan notes and the satisfaction of accrued interest thereon.
On 26 June 2014, the Company announced that it had allotted 3,333,333 new ordinary shares to Fisherstreet Management Limited, in respect of the conversion in full of the principal amount of its 2015 unsecured loan notes.
Post the reporting period end, on 9 September 2014, the Company announced that it had raised £405,000 before expenses, via a subscription for new ordinary shares by Kijani Resources Limited ("Kijani"), an existing substantial shareholder in the Company. Kijani subscribed for 1,000,000 new ordinary shares at a price of 40.5 pence per share. The net proceeds raised from the subscription were used to repay the group's existing indebtedness with the balance to be used for general working capital purposes. The Company anticipates raising additional equity and/or debt finance in due course in order to ensure that the Group maintains an appropriate capital structure and is able to fund its ongoing working capital requirements and potential future development opportunities.
On the same date as the subscription, we were also delighted to announce the appointment of William Redford as a Non-Executive Director of the Company and I assumed the role of Executive Chairman with Roy Spencer assuming a non-executive position. William has joined the board as a representative of Kijani to assist us in identifying and evaluating potential opportunities for the Company's future development and we remain confident in the longer term fundamentals for the natural resources sector.
In order to better reflect the nature and principal activity of the Group, the Board proposes that the Company's name be changed to "Emerging Market Minerals PLC" and a special resolution will be put to shareholders at the Company's forthcoming Annual General Meeting to secure the requisite shareholder approval.
On 21 October 2014, the Company announced the resignation of James Slade as Non-Executive Director to focus on his other business interests. We would like to thank James for his services and valuable contribution to the Company and, on behalf of the Board, I wish him all the best for the future.
I would also like to take this opportunity to once again thank all of our shareholders, advisers and other stakeholders for their support and patience as we continue to seek to secure a suitable opportunity to generate long-term shareholder value.
Dr. Bernard Olivier
Executive Chairman
10 November 2014
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2014
Notes | 2014 | 2013 | ||
£ | £ | |||
Administrative expenses | (640,483) | (94,133) | ||
────── | ────── | |||
Operating loss | 6 | (640,483) | (94,133) | |
Finance income | 5 | - | ||
Finance expenses | (24,399) | (13,084) | ||
────── | ────── | |||
Loss before taxation | (664,877) | (107,217) | ||
Taxation | 3 | - | - | |
────── | ────── | |||
Loss for the year | (664,877) | (107,217) | ||
══════ | ══════ | |||
Since there is no other comprehensive income, the loss for the year is the same as the total comprehensive loss for the year. | ||||
Attributable to: | ||||
Equity holders of the Company | (664,877) | (107,217) | ||
══════ | ══════ | |||
Loss per share attributable to the equity holders of the Company during the year (pence) was: | ||||
Basic & Diluted | 4 | (2.10p) | (0.36p) | |
══════ | ══════ | |||
Consolidated Statement of Financial Position
As at 30 June 2014
Notes | 2014 | 2013 | ||
ASSETS | £ | £ | ||
Non-current assets | ||||
Investments: Goodwill | 703,908 | 1,145,000 | ||
Licences | - | 37,745 | ||
─────── | ─────── | |||
703,908 | 1,182,745 | |||
─────── | ─────── | |||
Current assets | ||||
Trade and other receivables | 15,528 | 19,268 | ||
Cash at bank and in hand | 11,210 | 11,569 | ||
─────── | ─────── | |||
26,738 | 30,837 | |||
─────── | ─────── | |||
LIABILITIES | ||||
Current liabilities | ||||
Trade and other payables | (303,548) | (394,207) | ||
─────── | ─────── | |||
(303,548) | (394,207) | |||
─────── | ─────── | |||
Net current (liabilities)/assets | (276,810) | (363,370) | ||
Non-current liabilities Financial liabilities - borrowings and interest bearing loans |
|
- |
(200,000) | |
─────── | ─────── | |||
427,098 | 619,375 | |||
═══════ | ═══════ | |||
EQUITY | ||||
Capital and reserves attributable to equity holders of the Company; | ||||
Share capital | 5 | 114,982 | 106,679 | |
Share premium | 4,073,633 | 3,558,869 | ||
Share option reserve | - | 50,467 | ||
Accumulated losses | (3,762,145) | (3,097,268) | ||
─────── | ─────── | |||
426,470 | 618,747 | |||
Minority interests | 628 | 628 | ||
─────── | ─────── | |||
427,098 | 619,375 | |||
═══════ | ═══════ |
Consolidated Statement of Changes in Equity
For the year ended 30 June 2014
Non-distributable | Non-distributable | Non-distributable |
Distributable | ||
Share Capital | Share Premium | Share Options Reserve | Accumulated Losses | Total Equity | |
£ | £ | £ | £ | £ | |
Balance at 1 July 2012 attributable to equity shareholders |
104,534 |
3,453,763 |
50,467 |
(2,990,051) |
618,713 |
Conversion of loan stock together with accrued interest |
2,145 |
105,106 |
- |
- |
107,251 |
Total comprehensive income for the period |
- |
- |
- |
(107,217) |
(107,217) |
─────── | ─────── | ─────── | ─────── | ────── | |
Balance at 30 June 2013 |
106,679 |
3,558,869 |
50,467 |
(3,097,268) |
618,747 |
Conversion of loan stock together with accrued interest |
8,303 |
514,764 |
- |
- |
523,067 |
Movement in share option reserve | - | - | (50,467) | - | (50,467) |
Total comprehensive income for the period |
- |
- |
- |
(664,877) |
(664,877) |
─────── | ─────── | ─────── | ─────── | ────── | |
Balance at 30 June 2014 | 114,982 | 4,073,633 | - | (3,762,145) | 426,470 |
═══════ | ═══════ | ═══════ | ═══════ | ══════ |
Consolidated Statement of Cash Flow
For the year ended 30 June 2014
2014 | 2013 | |||
£ | £ | |||
Cash flows from operating activities before changes in working capital and provisions | ||||
Operating loss | (664,877) | (94,133) | ||
Non-cash movement in share option reserve | (50,467) | - | ||
Impairment expense | 478,837 | - | ||
Finance income | 5 | - | ||
Finance cost | (24,399) | (13,084) | ||
(Increase)/decrease in trade and other receivables | 3,740 | (296) | ||
Increase/(decrease) in trade and other payables | 256,802 | (8,661) | ||
────── | ────── | |||
Cash absorbed by operating activities | (359) | (116,174) | ||
Cash flows from investing activities | - | - | ||
────── | ────── | |||
Cash absorbed by investing activities | - | - | ||
────── | ────── | |||
Cash flows from financing activities | - | - | ||
────── | ────── | |||
Net cash from financing activities | - | - | ||
────── | ────── | |||
Net (decrease)/increase in cash and cash equivalents |
(359) |
(116,174) | ||
Cash and cash equivalents at 30 June 2013 | 11,569 | 127,743 | ||
────── | ────── | |||
Cash and cash equivalents at 30 June 2014 | 11,210 | 11,569 | ||
══════ | ══════ | |||
A major non cash movement relating to the conversion of unsecured loan notes into equity has contributed to the net cash movement of (£359). |
Notes forming part of the financial information
For the year ended 30 June 2014
1. General information
LP Hill Plc is currently a mineral exploration company. The Company is a public limited company quoted on AIM, a market operated by the London Stock Exchange plc, and is incorporated in England and Wales with company number 05980987. The address of the registered office of the Company is 30 Portland Place, London W1B 1LZ.
The financial information has been prepared on a going concern basis (see Note 8 below).
2. Basis of preparation and accounting policies
The audited financial information set out above, which incorporates the financial information of the Company and its subsidiary undertakings (the "Group"), has been prepared using the historical cost convention and in accordance with International Financial Reporting Standards (IFRS), including IFRS 6 'Exploration for and Evaluation of Mineral Resources' and IFRIC interpretations issued by the International Accounting Standards Board (IASB) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The audited financial information contained in this announcement does not constitute the Company's full financial statements for the year ended 30 June 2014 or 2013, but is derived from those financial statements, approved by the board of directors. The auditors' report on the 2014 accounts was (i) unqualified, but did include an emphasis of matter paragraph relating to going concern, and (ii) did not contain any statement under section 498(2) or (3) of the Companies Act 2006. The full audited financial statements for the year ended 30 June 2014 will be delivered to the Registrar of Companies and filed at Companies House following the Company's forthcoming annual general meeting.
The Group's principal accounting policies have been consistently applied.
3. Taxation
2014 | 2013 |
| |
£ | £ |
| |
Current tax expense | - | - |
|
Deferred tax expense | - | - |
|
───── | ───── |
| |
- | - |
| |
═════ | ══════ |
| |
Reconciliation of effective tax rates | £ | £ |
|
Loss before tax | (664,877) | (107,217) | |
Non-cash movement in share option reserve | (50,467) | - | |
Impairment of goodwill | 441,092 | - | |
Impairment of licences | 37,745 | - | |
───── | ───── | ||
(236,507) | (107,217) | ||
Tax using domestic rates of corporation tax of 20% (2013: 20.00%) | (47,301) | (21,443) | |
Effect of: | |||
Expenses not deductible for tax purposes | - | - | |
Losses carried forward | 47,301 | 21,443 | |
───── | ───── | ||
- | - |
| |
═════ | ═════ |
|
The Company has estimated excess management expenses to carry forward of £921,000 (2013: £709,079) and estimated non trading deficits carried forward of £92,000 (2013: £67,611). Deferred tax assets arising at 20% (2013: 20%) from these losses of £202,600 (2013: £155,300) have not been provided for in these financial statements as their recovery is not probable in the foreseeable future.
4. Losses per share
Losses per ordinary share have been calculated using the weighted average number of shares in issue during the relevant financial year. The weighted average number of shares in issue was basic 31,626,887 (2013: 29,418,869). The fully diluted weighted average number of shares was 211,221,403 (2013: 202,698,869). The loss for the financial year was £664,877 (2013: £107,217).
5. Share capital
2014 | 2013 | |
£ | £ | |
Allotted, called up and fully paid | ||
38,441,403 (2013: 30,137,806) ordinary shares of 0.1p each | 38,441 | 30,138 |
172,780,000 deferred shares of 0.0443p each | 76,541 | 76,541 |
─────── | ─────── | |
114,982 | 106,679 | |
══════ | ══════ |
On 17 March 2014, 354,879 ordinary shares were issued at a price of 6.5p each and 4,615,385 ordinary shares at the price of 6.5p each were issued from the conversion of unsecured loan notes.
On 26 June 2014, 3,333,333 ordinary shares were issued at a price of 6p each from a conversion of unsecured loan notes.
Number of outstanding existing Warrants at 30 June 2013 and 30 June 2014:
Date of grant | At 30.06.13 | Granted | Exercised /vested | Forfeits | At 30.06.14 | Exercise price | Exercise/ Vesting date | |
From | To | |||||||
16.09.08 | 110,000 | - | -- | 110,000 | - | 0.1p | 16.09.08 | 25.08.13 |
────── | ──── | ───── | ───── | ───── | ||||
110,000 | - | - | 110,000 | - | ||||
══════ | ════ | ═════ | ═════ | ═════ | ||||
The warrants were forfeited in the year, resulting in a £50,467 credit back to administrative expenses.
6. Operating loss
2014 | 2013 |
| |
£ | £ |
| |
Operating loss is stated after charging: |
| ||
Directors' fees and emoluments | 58,000 | - |
|
Auditors' fees: - Audit | 16,755 | 4,000 |
|
- Other services | 1,200 | 845 |
|
Goodwill impairment provision | 441,092 | - |
|
Licences impairment provision | 37,745 | - |
|
Due diligence costs, advisory fees and travel costs on potential new project opportunities |
37,940 |
19,893 |
|
══════ | ══════ |
| |
Staff costs during the year. |
2014 £ |
2013 £ | |
Directors' fees including consultancy fees | 58,000 | - | |
Wages and salaries | - | - | |
─────── | ────── | ||
Total staff costs | 58,000 | - | |
═══════ | ══════ |
The average number of people (including executive directors) employed during the year was:
2014 No. | 2013 No. | |
Total | 3 | 3 |
═══════ | ════════ |
7. Events after the reporting period
On 15 July 2014, the final repayment date for the unsecured £150,000 term loan obtained from a private lender was extended from 11 July 2014 to 11 January 2015.
On 9 September 2014, the Company announced that Kijani Resources Limited, an existing substantial shareholder, had subscribed for 1,000,000 new ordinary shares at a price of 40.5 pence per share to raise approximately £405,000 before expenses.
Save for the above matters, there were no events after the reporting period that are required to be disclosed.
8. Going concern
The audited financial information has been prepared on the assumption that the Group is a going concern which the Directors believe to be appropriate. When assessing the foreseeable future, the Directors have considered a period of twelve months from the date of approval of the financial statements. The Directors acknowledge that the Group will be likely to continue making operating losses for the foreseeable future and therefore the Group and Company remain reliant upon their ability to raise finance through other means. The Group is still at an early stage with respect to its Marodambo exploration project in the Tranomaro area of Madagascar and the Directors are currently exploring options to raise further funds to finance the Group's projected working capital requirement over the next twelve month period. The uncertainty as to the timing and amount of such a fund raising exercise requires the Directors to consider the Group's ability to continue as a going concern. On 9 September 2014, the Company announced that it had raised £405,000 before expenses via a subscription for new ordinary shares by Kijani Resources Limited ("Kijani"), an existing substantial shareholder in the Company. Kijani subscribed for 1,000,000 new ordinary shares at a price of 40.5 pence per share.
The support of the Group's shareholders has been evident in the recent past and continues to be of significant importance. Notwithstanding the aforementioned uncertainty, the Directors are confident that sufficient support will be received from existing shareholders and potential new investors to enable the funding requirement to 30 November 2015 to be satisfied. The Directors will continue to carefully manage the Group's existing resources and control costs at all times.
Accordingly, the Directors are confident that the going concern basis is appropriate and are satisfied that new financing and/or investment will be forthcoming in the period as and when required.
Were the Group to be unable to continue as a going concern, adjustments may have to be made to the balance sheet of the Group to reduce the balance sheet values of assets to their recoverable amounts, to provide for future liabilities that might arise and to reclassify non-current assets and long-term liabilities as current assets and liabilities.
9. Related party transactions
The Company charged a management fee of £14,990 (2013: £12,796) to Tranomaro Mineral Development Corporation Limited ("TMDCL") in the year and, at the financial year end, TMDCL had a balance of £522,368 (2013: £496,309) payable to the Company.
10. Availability of Annual Report and Financial Statements
Copies of the Company's full Annual Report and Financial Statements are being posted to shareholders today and, once posted, will also be made available to download from the Company's website at www.lphill.com.au.
The Annual Report and Financial Statements will also be made available for inspection at the Company's registered office during normal business hours on any weekday. LP Hill Plc is registered in England and Wales with registered number 05980987. The registered office is at 30 Portland Place, London W1B 1LZ.
11. Annual General Meeting
The Company's next Annual General Meeting ("AGM") will be held at 10.00 a.m. on Friday, 5 December 2014 at the offices of Joelson Wilson LLP, 30 Portland Place, London W1B 1LZ and a formal Notice of AGM is set out at the end of the Annual Report and Financial Statements being posted to shareholders today.
For further information, please contact:
LP Hill Plc | Tel: +61 8 9368 1566 |
Bernard Olivier, Executive Chairman | Mob: +61 40 894 8182 |
Strand Hanson Limited (Nominated Adviser) | Tel: +44 (0)20 7409 3494 |
James Harris | |
Matthew Chandler | |
James Dance | |
Pareto Securities Limited (Broker) | Tel: +44 (0)20 7786 4370 |
Guy Wilkes | |
or visit: www.lphill.com.au |
Related Shares:
EMM.L