18th Nov 2010 17:27
18 November 2010
LP Hill Plc
("LP Hill" or the "Company")
Final Results for the year ended 30 June 2010
LP Hill (AIM: LPH), the AIM listed uranium, thorium, base and precious metals exploration and development company operating in Madagascar, announces its audited final results for the year ended 30 June 2010.
Highlights:
·; Reverse takeover of Tranomaro Mineral Development Corporation Limited ("Tramamoro") successfully completed in December 2009. Tranomaro's 80% beneficially owned subsidiary is the sole beneficial owner of an early stage uranium and thorium exploration project in Madagascar (the "Marodambo Project").
·; The Marodambo Project comprises a total of 38 blocks covering approximately 14.84 square kilometres in the Tranomaro area of southern Madagascar, approximately 60 kilometres directly north west of the major port of Tolanaro, formerly Fort Dauphin.
·; Board restructuring and strengthening completed and new professional advisory team appointed.
·; Phase 1 of initial work programme on the Marodambo Project now nearing completion. Environmental clearances awaited before potential commencement of Phase 2.
·; Identification and assessment of additional mineral exploration projects ongoing in order to potentially expand the Company's asset portfolio.
Gerard Nealon, Executive Chairman of LP Hill, commented:
"We are pleased to have successfully completed the Company's restructing and are now nearing completion of Phase 1 of the planned exploration programme on our early-stage Marodambo uranium and thorium exploration project in Madagascar.
We continue to actively identify and assess attractive opportunities for the potential expansion of our project portfolio and, as well as uranium and thorium, will also consider projects involving other precious and base metals, such as platinum group metals, gold, copper and zinc. I look forward to reporting further progress during the remainder of the current financial year."
For further information, please contact:
LP Hill Plc | Tel: +61 8 9368 1566 |
Gerry Nealon, Executive Chairman | Mobile: +61 41 754 1873 |
Bernard Olivier, Non-Executive Technical Director | Mobile: +61 40 894 8182 |
Strand Hanson Limited | |
James Harris | Tel: +44 (0) 20 7409 3494 |
Matthew Chandler | |
David Altberg | |
Ocean Equities Limited | |
Justin Tooth | Tel: +44 (0) 20 7786 4370 |
Guy Wilkes | |
or visit: www.lphill.com.au |
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.
Annual General Meeting
The Company's next Annual General Meeting ("AGM") will be held at 10.00 a.m. on 10 December 2010 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.
Chairman's Statement
I am pleased to again be able to report to our shareholders upon the successful restructuring of the Company during its financial year ended 30 June 2010, and also on our current progress in the subsequent period to the date of this statement.
At the beginning of the period under review, the Company was an investing company (as defined in the AIM Rules for Companies). In accordance with these rules, the Company's shares were temporarily suspended from trading on AIM on 27 August 2009 as a result of its previously announced investing policy not having been implemented within a period of twelve months of the Company becoming an investing company.
On 7 August 2009, the Company announced the resignation of Mr Leo Knifton as a Director and my appointment as a Director and I subsequently assumed the role of Executive Chairman. The Company also announced that the £50,000 unsecured convertible loan notes 2013 (the "Convertible Loan Note") issued to Coran Investments Limited ("Coran") on 16 September 2008, together with Coran's entire interest in the Company, being 200,000 ordinary shares, had been assigned to Almaretta Pty. Ltd ("Almaretta"). The Convertible Loan Note was subsequently converted in full by Almaretta on 3 September 2009 into 5,000,000 new ordinary shares of 0.1p each in the capital of the Company ("Ordinary Shares") at a conversion price of 1p per Ordinary Share. In the course of the previous month, the Company successfully placed 17 million Ordinary Shares with new investors at a price of 5p per share to raise a gross amount of £850,000, which provided the Company with working capital in order to facilitate the implementation of its investing policy.
The appointment of Strand Hanson Limited as the Company's new Nominated Adviser was announced on 9 September 2009.
In December 2009, the Company acquired the entire issued ordinary share capital of Tranomaro Mineral Development Corporation Limited ("Tranomaro") (the "Acquisition"). Tranomaro owns an 80 per cent. beneficial interest in the issued share capital of Mineral Development Corporation S.A. ("MDC"), a Madagascan subsidiary. MDC is the sole beneficial owner of the exploration and commercial mining rights for uranium and thorium located in an area comprising 38 blocks covering approximately 14.84 square kilometres in the Tranomaro area of southern Madagascar, approximately 60 kilometres directly north west of the major port of Tolanaro, formerly Fort Dauphin (the "Marodambo Project"). The consideration payable in respect of the Acquisition was satisfied through the issue of 3,000,000 new Ordinary Shares and a cash payment of £200,000. This Acquisition, comprising a reverse takeover under the AIM Rules for Companies, was duly approved by shareholders at a General Meeting held on 4 December 2009 and resulted in the Company's suspension from trading on AIM being lifted with effect from 7 December 2009, when the enlarged group was re-admitted to AIM as a mineral exploration company.
In order to provide additional working capital for the enlarged group, Hereford Group Limited, an existing significant shareholder in the Company, agreed to subscribe £100,000 for a convertible unsecured loan note in the Company which, unless converted, falls due for repayment on 31 October 2012.
On 4 December 2009, it was also announced that the Company had issued and allotted 320,000 Ordinary Shares to Antony Batty and Company LLP, following the exercise on 1 December 2009 of warrants held by it at an exercise price of 0.1 pence per share.
Since making the Acquisition, the Company has embarked on its planned initial work programme in Madagascar and is currently nearing completion of its Phase 1 exploration activities which have included the review of data, a desktop study, geological reconnaissance and mapping, along with soil, stream sediment and rock chip sampling. The Company is currently awaiting receipt of the requisite environmental clearances and approvals from the relevant government authorities before potentially undertaking Phase 2 of the exploration programme. The second phase is likely to involve further petro-mineralogical studies, rotary air blast or diamond drilling and further costeaning (trenching) of selected anomalies, analytical chemistry and sample assessment. The entire work programme was designed to be conducted over an approximate eighteen month to two year period and was initially budgeted at US$250,000 (approximately £160,000), subject to amendment following the ongoing assessment of the results obtained from Phase 1. To date, the Company has expended approximately £103,000 on its exploration activities in Madagascar, whilst awaiting the necessary environmental clearances and assessing whether to progress on to Phase 2.
On 22 March 2010, the Company was pleased to announce the appointments of Dr Bernard Olivier and Mr James Slade as Non-Executive Directors, along with the appointment of Ocean Equities Limited as sole Broker to the Company. Mr Nigel Weller resigned from the Board on the same date to pursue other interests and the Board would like to take this opportunity to once again thank him for his contribution during the initial restructuring period under the Company Voluntary Arrangement ("CVA") and wish him well for the future.
This corporate and technical strengthening of the Board together with the expertise of our professional advisory team, leaves the Company well placed to pursue its objective of creating further long term shareholder value. In addition to the Company's ongoing early-stage exploration activities in Madagascar, the Board is currently actively seeking to identify further attractive mineral exploration projects and, in line with the Company's strategy, as well as uranium and thorium is also focusing on the discovery, analysis and exploitation of projects involving other precious and base metals, such as platinum group metals, gold, copper and zinc.
Reflecting the above mentioned period of corporate restructuring and our exploration expenditure in Madagascar, the Group has incurred a loss after tax for the financial year ended 30 June 2010 of approximately £786,358 and as at 30 June 2010 held cash balances of £65,136. For the year to 30 June 2009 the Company made a profit after taxation of £247,860, due to exceptional income of £292,544 relating entirely to the reduction in creditors under the CVA less related charges.
In closing, I would like to once again thank all of our shareholders and other stakeholders for their continuing support and extended patience during our successful period of restructuring. We look forward to making further progress during the remainder of the current financial year.
Gerard Nealon
Executive Chairman
18 November 2010
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2010
Notes | 2010 | 2009 | ||
£ | £ | |||
Administrative expenses | (786,421) | (44,828) | ||
────── | ────── | |||
Operating loss | 7 | (786,421) | (44,828) | |
Exceptional item | 3 | - | 292,544 | |
Finance income | 63 | 144 | ||
────── | ────── | |||
(Loss)/profit before taxation | (786,358) | 247,860 | ||
Taxation | 4 | - | - | |
────── | ────── | |||
(Loss)/profit for the year | (786,358) | 247,860 | ||
══════ | ══════ | |||
Attributable to: | ||||
Equity holders of the Company | (786,358) | 247,860 | ||
══════ | ══════ | |||
(Loss)/Earnings per share attributable to the equity holders of the Company during the year (expressed in pence per share) prior to the exceptional item was: | ||||
Basic | 5 | (3.39p) | (6.43)p | |
══════ | ══════ | |||
Loss per share after the exceptional item: | ||||
- Basic | (3.39p) | 35.55p | ||
- Diluted | (3.08p) | 4.55p | ||
Consolidated Statement of Financial Position
As at 30 June 2010
Notes | 2010 | 2009 | |
£ | £ | ||
ASSETS | |||
Non-current assets | |||
Investments: Goodwill | 1,145,000 | - | |
Licences | 7,145 | - | |
────── | ────── | ||
1,152,145 | - | ||
Current assets | |||
Trade and other receivables | 65,901 | 1,150 | |
Cash at bank and in hand | 65,136 | 12,611 | |
────── | ────── | ||
131,037 | 13,761 | ||
────── | ────── | ||
LIABILITIES | |||
Current liabilities | |||
Trade and other payables | 29,638 | 15,274 | |
────── | ────── | ||
29,638 | 15,274 | ||
────── | ────── | ||
Net current assets/(liabilities) | 101,399 | (1,513) | |
Non-current liabilities | |||
Financial liabilities - borrowings and interest bearing loans | (100,000) | (50,000) | |
────── | ────── | ||
Net assets/(liabilities) | 1,153,544 | (51,513) | |
══════ | ══════ | ||
EQUITY | |||
Capital and reserves attributable to equity holders of the Company | |||
Share capital | 6 | 104,534 | 77,314 |
Share premium | 3,453,763 | 1,540,663 | |
Share options reserve | 50,467 | - | |
Retained loss | (2,455,848) | (1,669,490) | |
────── | ────── | ||
1,152,916 | (51,513) | ||
Minority interests | 628 | - | |
────── | ────── | ||
1,153,544 | (51,513) | ||
══════ | ══════ |
Consolidated Statement of Changes in Equity
For the year ended 30 June 2010
Share Capital £ | Share Premium £ | Share Options Reserve £ | Retained Losses £ | Total Equity £ | |
Balance at 1 July 2008 | 76,714 | 1,536,163 | - | (1,917,350) | (304,473) |
Total comprehensive income for the period | - | - | - | 247,860 | 247,860 |
| 76,714 | 1,536,163 | - | (1,669,490) | (56,613) |
| |
| Transactions with owners |
| |||||
| Shares issued in the period | 600 | 4,500 | - | - | 5,100 |
|
|
| ||||||
| Balance at 30 June 2009 attributable to equity shareholders | 77,314 | 1,540,663 | - | (1,669,490) | (51,513) |
|
Total comprehensive income for the period | - | - | - | (786,358) | (786,358) |
| |
77,314 | 1,540,663 | - | (2,455,848) | (837,871) |
| ||
Tranactions with owners |
| ||||||
Shares issued in the year | 27,220 | 1,913,100 | - | - | 1,940,320 |
| |
Share based payment charge | - | - | 50,467 | - | 50,467 |
| |
|
| ||||||
| Balance at 30 June 2010 attributable to equity shareholders | 104,534 | 3,453,763 | 50,467 | (2,455,848) | 1,152,916 |
|
Consolidated Statement of Cash Flow
For the year ended 30 June 2010
2010 | 2009 | |
£ | £ | |
Cash flows from operating activities before changes in working capital and provisions | ||
Profit/(Loss) before tax | (786,421) | 247,716 |
Company Voluntary Arrangement ("CVA") - creditors write-back | - | (292,544) |
Shares in lieu of payment | 95,320 | - |
Share based payment | 50,467 | - |
(Increase)/decrease in trade and other receivables | (64,751) | 4,917 |
Increase/(decrease) in trade and other payables | 14,992 | (1,614) |
────── | ────── | |
Cash absorbed by operating activities | (690,393) | (41,525) |
Interest received | 63 | 144 |
────── | ────── | |
Net cash absorbed by operating activities | (690,330) | (41,381) |
────── | ────── | |
Cashflow from investing activities | ||
Acquisition of subsidiary | (200,000) | - |
Licence fees | (7,145) | - |
────── | ────── | |
Cash absorbed by investing activities | (207,145) | - |
Cash flows from financing activities | ||
Net proceeds from issue of equity share capital | 850,000 | 4,000 |
Net proceeds from issue of convertible loan note | 100,000 | 50,000 |
────── | ────── | |
Net cash from financing activities | 950,000 | 54,000 |
────── | ────── | |
Net increase in cash and cash equivalents | 52,525 | 12,619 |
Cash and cash equivalents at 30 June 2009 | 12,611 | (8) |
────── | ────── | |
Cash and cash equivalents at 30 June 2010 | 65,136 | 12,611 |
══════ | ══════ |
Notes forming part of the financial information
For the year ended 30 June 2010
1. General information
LP Hill Plc is a mineral exploration company. The Company is a public limited company listed on the Alternative Investment Market (AIM) of the London Stock Exchange and incorporated in England and Wales with company number 05980987.
The financial information has been prepared in accordance with the going concern basis of accounting taking into consideration the Group's current and forecast financing position (see note 9 below).
2. Basis of preparation
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 2010 or 2009, but is derived from those financial statements, approved by the board of directors. The auditors' report on the 2010 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 2010 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. Exceptional item
Exceptional income for the year ended 30 June 2009 related entirely to the reduction in creditors under the Company Voluntary Arrangement entered into on 26 August 2008 and formally concluded on 18 September 2009, less related charges.
4. Taxation
2010 | 2009 | |
£ | £ | |
Current tax expense | - | - |
Deferred tax expense | - | - |
────── | ────── | |
- | - | |
────── | ────── | |
Reconciliation of effective tax rates | ||
Profit/(Loss) before tax | (786,358) | 247,860 |
Tax using domestic rates of corporation tax of 29.75% (2009: 21%) | (233,942) | 52,051 |
Effect of: | ||
Expenses not deductible for tax purposes | 115,829 | (61,434) |
Losses carried forward | 118,113 | 9,383 |
────── | ────── | |
- | - | |
────── | ────── |
The Company has unused losses to carry forward of £361,688 (2009: £268,466). Deferred tax assets arising from these losses of £107,602 (2009: £56,378) have not been provided for in the financial statements as their recovery is not probable in the foreseeable future.
5. Earnings/(Losses) per share
Earnings and 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 before the exceptional item was basic 23,168,068 (2009: 697,164) adjusted for the historic share reorganisation and consolidation. Fully diluted the weighted average was 25,544,796 (2009: 5,442,835). The loss for the financial year before exceptional income was £786,421 (2009: £44,828) and the loss after the exceptional item was £786,358 (2009: profit after exceptional item was £247,860).
6. Share capital
2010 | 2009 | |
£ | £ | |
Authorised | ||
923,458,460 ordinary shares of 0.1p each | 923,459 | 923,459 |
172,780,000 deferred shares of 0.0443p each | 76,541 | 76,541 |
────── | ────── | |
1,000,000 | 1,000,000 | |
────── | ────── | |
Allotted, called up and fully paid | ||
27,992,780 (2009: 772,780) ordinary shares of 0.1p each | 27,993 | 773 |
172,780,000 deferred shares of 0.0443p each | 76,541 | 76,541 |
────── | ────── | |
104,534 | 77,314 | |
────── | ────── |
On 16 August 2009, 17,000,000 ordinary shares of £0.001 each were placed at a price of £0.05 per share, raising £850,000 gross.
On 3 September 2009, £50,000 convertible loan notes 2013 were converted into 5,000,000 ordinary shares of £0.001 each at a conversion price of £0.01 per ordinary share.
On 4 December 2009, warrants issued to Antony Batty and Company LLP, referred to below, were converted into 320,000 ordinary shares of £0.001 each.
On 7 December 2009, the following additional issues of ordinary shares of £0.001 each took place:
(a) 3,000,000 shares were issued at a price of £0.315 each for the acquisition of the Group's wholly owned subsidiary, Tranomaro Mineral Development Corporation Limited;
(b) 1,200,000 shares were issued at a price of £0.05 per share, in part satisfaction of G.A. Nealon's director's fees for the year to 6 August 2010; and
(c) 700,000 shares were issued to Strand Hanson Securities Limited in part settlement of their fees relating to the acquisition.
Warrants
Number of Outstanding Existing Warrants at 30 June 2010:
Date of grant | At 01.07.09 | Granted | Exercised /vested | Forfeits | At 30.06.10 | Exercise price | Exercise/ Vesting date |
| ||
From | To |
| ||||||||
Warrants |
| |||||||||
16.09.08 | 430,000 | - | - | - | 430,000 | 0.1p | 16.09.08 | 25.08.13 | ||
04.12.09 | - | - | (320,000) | - | (320,000) | 0.1p | 16.09.08 | 25.08.13 | ||
04.12.09 | - | 276,728 | - | - | 276,728 | 5p | 04.12.09 | 03.12.12 | ||
────── | ──── | ───── | ───── | ───── |
| |||||
430,000 | 276,728 | (320,000) | - | 386,728 |
| |||||
══════ | ════ | ═════ | ═════ | ═════ |
| |||||
On 4 December 2009, 320,000 warrants which were issued to Antony Batty and Company LLP on 16 September 2008 were exercised at a price of 0.1p per ordinary share.
On 4 December 2009, the Company granted Strand Hanson Securities Limited 276,728 warrants to subscribe for new ordinary shares at an exercise price of 5 pence per share. These warrants may be exercised at any time during the period of 3 years from their date of grant.
There is no charge for the warrants issued on 16 September 2008 (Existing Warrants) as the fair values at the date of grant were below the exercise price.
With regard to the warrants issued on 4 December 2009 (New Warrants), the estimated fair value of the warrants issued was calculated by applying the Black-Scholes option pricing model. The assumptions used in the calculation were as follows:
Date of grant | 4 December 2009 | |
Share price at date of grant | 41.0 pence | |
Exercise price | 5.0 pence | |
Shares under warrant | 276,728 | |
Expected volatility | 30% | |
Expected dividend | Nil | |
Contractual life | 3 years | |
Risk free rate | 2.08% | |
Estimated fair value of each option | 18.24 pence |
The expected volatility is based on historical volatility over the last 12 months.
This resulted in a share based payment charge of £50,467 for the year in respect of the new warrants issued in the period to 30 June 2010.
7. Operating loss
2010 £ | 2009 £ | |
Operating loss is stated after charging: | ||
Directors' fees and emoluments | 121,230 | - |
Auditors' fees: - Audit | 9,429 | 4,529 |
- Other services | 555 | - |
Costs of acquisition of subsidiary: | ||
- Expenses | 312,977 | - |
- Share based payment | 50,467 | - |
═══════ | ════════ |
Staff costs during the year. | 2010 £ | 2009 £ |
Directors' fees including consultancy fees | 121,230 | - |
Wages and salaries | 14,354 | - |
Social security costs | - | - |
─────── | ──────── | |
Total staff costs | 135,584 | - |
═══════ | ════════ |
The average number of people (including executive directors) employed during the year was:
2010 No. | 2009 No. | |
Total | 3 | 3 |
═══════ | ════════ |
8. Post-balance sheet events
There were no events after the reporting period that are required to be disclosed.
9. Going concern
The above 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 Maradambo 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.
The support of the Group's shareholders has been evident in the recent past and continues to be of significant importance and, 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 2011 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 investment will be forthcoming in the period 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.
10. Related party transactions
The Company charged a management fee of £200,000 to Tranomaro Mineral Development Corporation Limited ("TMDC") in the year and, at the year end, TMDC had a balance of £307,793 payable to the Company.
END
Related Shares:
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