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Final results

30th Jun 2015 13:47

RNS Number : 6900R
Tengri Resources
30 June 2015
 



30 June 2015

 

Tengri Resources

("Tengri" or "the Company")

Final results for the year 31 December 2014

 

Tengri Resources plc (AIM: TEN), the mining exploration and development Company focused on high quality gold-copper projects in Central Asia, announces its final audited results for the year ended 31 December 2014.

 

Highlights

· Admitted to trading on AIM market via reverse take-over of Mentum Inc. in July 2014

· Completed 13 hole, 2,029m drilling programme at Taldybulak, results of which led to formulation of plans to fast track development of the project;

· Signed two year access agreement with Taldybulak local community; and

· US$1,066,292 held by the group in cash at year end.

 

Post period highlights

· 2,500m Taldybulak drill programme underway, aimed at optimizing Phase 1 of mine planning and expanding resource definition;

· Commenced feasibility study at Taldybulak aimed at fast-tracking development;

· Completed US$5M fundraise in the form of convertible notes issued to Robust Resources, Argyle Street Management Limited and TIH Limited;

· Re-Appointed Gary Lewis to the board as Executive Chairman and appointed Joshua Crumb as Non-Executive Director; and

· Successful tender for the local scoping study awarded to Kazakh Mineral Company.

 

Future development milestones for CY 2015

· Target Completion of Taldybulak's Phase 1 feasibility study in H2 2015;

· Publish Scoping Study on Phase 2 and evaluate the potential to incorporate the Andash deposit, 27 km away, as a satellite mine providing ore feed to a larger central plant at the Taldybulak project site; and

· Aim to complete the 2015 drilling programme to increase the size and improve definition of the existing resource and provide critical geotechnical information, which will be used in the scoping and feasibility studies. Initial results are due in H2 2015.

 

Extracts from the Company's Annual Report and Accounts appear below and the full version will be made available on the Company's website on 30 June 2015.

For further information, please visit www.tengriresources.co.uk or contact:

Tengri Resources

 

Peter Moss

+44 20 3301 9346

finnCap Ltd (Nomad)

Christopher Raggett/Grant Bergman/James Thompson

+44 20 7220 0500

WH Ireland (Broker)

James Joyce / James Bavister

+44 20 7220 1666

Peterhouse Corporate Finance Limited (Broker)

Heena Karani

+44 20 7469 0936

Tavistock (PR and IR Adviser)

Nuala Gallagher/ Emily Fenton/ Jos Simson

+44 20 7920 3150

 

Notes to Editors

Tengri Resources (AIM: TEN) is a mining exploration and development company focused on low-cost gold-copper projects in Central Asia.

The Company seeks to add portfolio value by applying a phased approach to project development. Tengri's portfolio includes the large scale Taldybulak deposit (TEN 100%), which has SAMREC compliant resources of 6.7Moz of gold and 1.66bnlb of copper. Taldybulak is Tengri's priority project, undergoing a feasibility study for two-phased development, first targeting a high grade zone at modest capital cost. The Company also continues to progress development of the Andash project (TEN 100%), which has JORC compliant resources of 682koz of gold and 170Mlb of copper.

The Company listed on AIM in July, 2014. Tengri's board and management are highly experienced in Central Asia, with mining operational and financial career backgrounds.

 

 Chairman's Statement

Dear Shareholder,

I am pleased to present you with Tengri Resources' final results for the year ended 31 December 2014.

As a new Company to London's AIM market, we achieved a number of key milestones, which has put Tengri in a strong position to progress the development of our project portfolio.

Our year began with the very encouraging news of the signing of a two-year access agreement with the local community at Taldybulak, subsequently the Company completed its 2014 drilling programme with very encouraging results. The results taken from the Taldybulak drilling programme led the Board to devise a fast-track plan for its development via a phased strategy. I'm pleased to report that the Company is on track and, importantly budget, with the feasibility study for Phase 1 as well as the Scoping Study for Phase 2.

While some global equity markets appear to have begun to recover, those seeking to explore and develop mining projects still face considerable pressures in terms of pricing and attracting investment. Adverse market conditions are of course beyond the Company's control, but it's not an excuse to idle, so Tengri continues to advance Taldybulak's development.

With this in mind, in April of this year, I was delighted to announce the US$5M fundraise via convertible notes issued to Robust Resources, Argyle Street Management Limited and TIH Limited. This funding allows Tengri to maintain its focus on the tasks at hand in the coming months, namely delivering results from the drilling programmes at Taldybulak Phase 1, scoping for Taldybulak and Andash Phase 2 and continuing to advance social initiatives with local communities and government.

At Andash, the Company's second project, Tengri continues to make headway as a result of its patient approach towards development. The importance of the Company's engagement with local stakeholders is not to be underestimated and management have been encouraged by the results to date. Tengri is currently examining the potential for Andash to feed into Phase 2 of the Taldybulak development operating as a satellite mine and this option may provide operational synergies whilst also lessening site impact by reducing the need for a processing plant at Andash.

In April 2015 Tengri restructured its Board, and appointed Joshua Crumb as a Non-Executive director alongside a project team, with extensive experience in mining exploration and development, to complete Taldybulak's feasibility study for Phase 1. I welcome Joshua and the team's appointment and thank Tengri's former Chairman, Peter Moss, for his hard work as he transitions to his new role as a Non-Executive director.

Since Tengri's debut on AIM in July 2014, Tengri's share price has not reflected the positive strides the Company continues to make as it develops its portfolio of the projects. The Company is one of a numerous number of junior miners to face this - but with two advanced stage gold-copper projects, considerable defined resources and supportive strategic partners, I believe we are also among those better placed to realise value for all the Company's shareholders and stakeholders.

I also take this opportunity to thank our management, technical team and all shareholders for their support. With the quality of our people and project portfolio, we are confident that Tengri will continue to make positive progress.

Regards,

Gary Lewis

Executive Chairman

 

Strategic Report

 

During our first full year of operation, Tengri took some bold steps for a young company and we continue to push ahead with the development of our Central Asian project portfolio.

 

In early 2014 the Robust Resources management team decided that the London market was the most suitable home for listing its Kyrgyz Republic assets, we felt that the assets were of outstanding quality and that they were not gaining the interest of the Australian market while they were listed on the ASX.

 

We felt there was a much greater understanding of the region in the United Kingdom and potentially greater appetite for development stage projects. As part of the listing transaction Robust invested £3.5m of cash into an investment company, completed a reverse take-over and began trading on the 14 July of 2014.

 

Whilst this transaction was taking place, work continued on all fronts in country, important community and social relations work was maintained in a seamless process which continued to yield positive results for us in country.

 

Our commitment to engaging with local communities and government earned an important endorsement in the signing of a two-year access agreement to begin site work at Taldybulak. Following this milestone, our local technical team began the 2014 drilling programme focusing on a number of the higher grade gold targets highlighted in the drilling results of previous owner Gold Fields Limited. At the completion of the drill programme, we had 13 diamond drill holes totaling 2,029m at the Taldybulak site and some strong assay results.

 

In mid November 2014 management travelled to the Kyrgyz Republic and met with the project teams in Bishkek to review work completed during the drilling programme. The excellent results of core assays from these holes made it very clear that there was an opportunity to approach the Taldybulak deposit with a new development strategy, not pursued before by historic owners.

 

This put us in position to fast track the development of the project utilizing a phased approach. As reported to the market, we are now busy rolling out Phase 1 of this strategy, focusing on a high-grade gold sheeted vein system.

 

This zone will form the focus of the Phase 1 feasibility study, which is currently underway to define a robust gold and copper project that we believe will generate substantial financial returns for modest capital expenditure.

 

In parallel to Taldybulak's Phase 1 study, our technical team will be kept busy producing a scoping study on Phase 2, and in doing so evaluate the potential to incorporate our Andash deposit, 27 km away, as a satellite mine providing ore feed to a larger central plant at the Taldybulak project site.

 

Andash remains a bright hope for the company; engagement is ongoing with local communities and government. We are focused on building strong and sustainable relationships with the local stakeholders in the hopes of developing Andash in a manner that is beneficial to all parties involved.

 

The 2015 drilling programme is now well and truly underway, this programme will focus on improvement of the existing resource and definition on additional resource ounces. The drilling will also provide critical geotechnical information, which will be used in the scoping and feasibility studies. We expect to be able to share results of the first stages of this programme in the coming months.

 

On the development pathway, following a successful tender we have awarded the local scoping study to the Kazakh Mineral Company. We look forward to working with their teams undertaking the initial scoping work, which will provide the foundations for the feasibility study later in the year.

 

Our strategic partnership with Robust Resources and the Salim Group continues to provide us with a significant operating advantage in terms of in country relations, on-going financial support as well as the generation of new opportunities.

 

Whilst external market forces are still unsteady, we remain assured that our counter-cyclical approach to development will ultimately yield returns for our shareholders. We look forward to keeping you updated as we progress in the coming weeks and months.

 

Kindest regards,

 

Gary Lewis

Executive Chairman

 

 

 

The Company changed its name to Tengri Resources on 14 July 2014. Prior to this, the Company operated under its previous name of Mentum Inc. The Company's shares of 5p par value each are traded on AIM of the London Stock Exchange.

 

Principal Activities and Review of the Business

 

The principal activity of the Company at the beginning year was that of an investing company, actively seeking and evaluating potential acquisition targets in the oil and gas and precious metals sectors to increase shareholder value.

During the year, the Company successfully completed the acquisition of a portfolio of Kyrgyz assets from Robust Resources Limited, which has resulted in a significant change in the Group's principal activities. From mid-2014 onwards, the Group became a Central Asia focused mineral developer and explorer, with a primary focus on the large scale Taldybulak deposit in the Kyrgyz Republic. The Group has adopted a phased development strategy within its current project portfolio, seeking low operating cost projects with a clear near term path to production.

 

Reverse Acquisition by the Kyrgyz Companies

 

On 24 February 2014 it was announced that Mentum Inc. had entered into a memorandum of understanding with the intention of acquiring the Kyrgyz Republic mineral exploration and development operations of Australian Stock Exchange listed Robust Resources Limited, which are held by the companies Kami Associates Limited, Tatianna Limited, Kaldora Company Limited, ACN 149 425 712 Pty Ltd, Andash Mining Company LLC and Talas Copper Gold LLC (collectively known as the "Kyrgyz Companies").

 

The acquisition was successfully completed on 14 July 2014 upon readmission of Tengri to AIM. The acquired companies are wholly owned subsidiaries of Tengri Resources, although it is noted that from an accounting perspective, the Kyrgyz Companies are the acquirer and Tengri is the acquiree which will mean that the financial statements of Tengri will reflect the Kyrgyz Companies, up to the date of the acquisition.

 

Information on the Assets

 

The Andash Licences and the Talas Licences are situated in the Talas Valley in the North Eastern part of the Talas region of the Kyrgyz Republic on the southern slopes of Kyrgyz Republic Range, lying above the Karakol River, a tributary of the Talas River. Within these licences, the priority targets for development are the Andash Mining Licence and the Taldybulak Licence.

 

The Andash Mining Licence

 

Andash Mining holds the Andash Mining Licence, principal terms of which are as follows:

 

Asset Holder

Holder

Interest (%)

Status

Licence Expiry

Licence Area

Andash Mining Licence number 218

Andash Mining

100

Mining (development) licence - gold and copper

31 Dec 2017

648.49 hectares

 

 

The Andash Mining Licence was initially granted by SAGMR on 30 August 2005. The Group expects to apply for a renewal of the Andash Mining Licence in 2017 in accordance with Kyrgyz law.

 

Current Resources

 

In October 2006 Aurum Mining published an Ore Resource on the Andash project prepared under JORC (2004), provided in table 2 below

 

Andash Normal Grade Resource Summary @ 1.25AuEq COG

Oxide

Sulphide

Metal

Ore (kt)

Au Grade (g/t)

Cu Grade (%)

Ore (kt)

Au Grade (g/t)

Cu Grade (%)

Au (oz)

Cu (Mlb)

Measured

923

0.88

0.5

3,160

1.21

0.47

162,871

43.07

Indicated

810

0.85

0.43

14,305

1.11

0.38

584,320

127.36

Inferred

379.6

0.93

0.25

12,369

2.1

 

 

On 16 July 2009 KGL published an Ore Reserve on the Andash project prepared under JORC (2004), provided in table 3 below.

 

Historic Ore Reserve Estimate for the Andash Deposit

Oxide

Sulphide

Total

Ore (kt)

Au Grade (g/t)

Cu Grade (%)

Ore (kt)

Au Grade (g/t)

Cu Grade (%)

Ore (kt)

Au Grade (g/t)

Cu Grade (%)

Proved

1,127

0.77

0.43

2,921

1.17

0.46

4,048

1.06

0.45

Probable

1,389

0.68

0.31

10,559

1.09

0.39

11,948

1.04

0.38

Total

2,516

0.72

0.36

13,480

1.11

0.41

15,996

1.05

0.40

 

 

Current plans for the Andash project include:

 

· completion of a dry tailings disposal plan (scoping study) that will enable the placing of all wastes on the north side of the Talas River;

· completion of a new mine plan and site layout plans in order to present a more environmentally acceptable proposal to the Andash community, including the repositioning of crushing and processing facilities on the north side of the Talas River;

· commencement of a Definitive Feasibility Study, incorporating changes to the mine layout and revised mine plan; and

· formulation of an ISDP for the Andash community, in consultation with the Ministry of Economy and SAGMR.

 

Beyond development at the Andash Mining Licence area, the Group intends to apply for exploration licences and to seek approval to commence drilling on exploration prospects surrounding the Andash Mining Licence area with a view to obtaining a JORC resource classification, and thereby increasing mine life via resource reserve expansion.

 

The Talas Licences

 

Talas Copper holds the Taldybulak Licence, the principal terms of which are as follows:

 

Asset Holder

Holder

Interest (%)

Status

Licence Expiry

Licence Area

Taldybulak Licence

Talas Copper

100

Exploration licence - gold and other metals

31 Dec 2015

4,200 hectares

 

The Taldybulak Licence was initially granted by SAGMR on 14 February 2005. The Group expects to apply for renewal of the Taldybulak Licence in 2015 in accordance with Kyrgyz law.

 

A resource model for the Taldybulak was published by Gold Fields based on drilling as at 30 October 2012 and is reproduced in table 5 below.

 

Taldybulak Constrained Mineral Resource

(in accordance with the SAMREC Code)

Goldfields - 31 December 2012

Classification

Quantity

(Mt)

Auq (g/t)

AuEq

(Moz)

Au (g/t)

Au (Moz)

Cu

(%)

Cu

(Mlb)

Mo

(%)

Mo

(Mlb)

Indicated

116.5

1.0

3.7

0.6

2.3

0.19

488

0.01

26

Inferred

336.2

0.7

8.0

0.4

4.5

0.16

1,178

0.01

79

Total

452.7

0.8

11.6

0.5

6.7

0.17

1,666

0.01

105

1. Commodity prices used are US$ 3.90/lb. copper, US$ 1,650/oz gold and US$ 15.50/lb molybdenum.

2. The gold equivalent (AuEq) grade and metal quantities are calculated using a commodity price-weighted combination of copper gold and molybdenum. No process recovery weighting has been used in this calculation.

 

 

Current exploration programme

 

The Taldybulak deposit lays approximately 15km east of Andash. According to an assessment by SAGMR, Taldybulak is one of the largest and most promising copper-gold deposits in the country.

Three domains of mineralisation have been identified at Taldybulak, the sheeted vein domain (indicated resource of 66 Mt at 0.87 g/t Au and 0.16% Cu), the exo-contact domain (34 Mt at 0.29g/t Au and 0.28% Cu) and the hydrothermal breccias domain (40Mt @0.7g/t Au and 0.22% Cu).

The exploration licence conditions require 1,500 meters of drilling annually. This requirement will be fulfilled by focusing on potential high-grade shallow zones that have been identified in the sheeted vein domain. The objective is to define an initial starter pit to provide additional feed for the Andash processing plant, which is within trucking distance from Taldybulak.

 

The Bashkol Licence

 

The Group had a farm-in interest in the Bashkol Licence held by Kentor, the principal terms of which are as follows:

 

Asset Holder

Holder

Interest (%)

Status

Licence Expiry

Licence Area

Bashkol Licence

Kentor

100

Exploration licence - gold

31 Dec 2017

18,000 hectares

 

 

The Bashkol Licence was initially granted by SAGMR on 28 January 2008.

A major opportunity was identified within the Bashkol Licence area at the Bekbulaktor prospect where surface channel sampling returned up to 14.07g/t Au over 12m. Other significant results include 4.9g/t Au over 13m, 2.65g/t Au over 37m, 2.54g/t Au over 20m and 2.83g/t Au over 11.5m. An initial scouting drill hole intersected minor mineralisation, however, the area requires further mapping, geophysics and drilling.

 

Kentor Farm-in Agreement and work programme

 

The Bashkol Licence was the subject of an agreement with KGL whereby the Group can earn 51% in Kentor, and hence the Bashkol project, by spending Australian $2 million prior to 31 December 2017. In addition, the licence conditions require that 8,000m be drilled prior to the end of 2017. The Group could earn-in a further 19% by expending Australian $5 million prior to 31 December 2021. Exploration activity planned at Bashkol will commence with the completion of the road to access the southern zone of the Bekbulaktor prospect. Seven exploration holes and selected channel sampling were planned for the Bekbulaktor prospect during in the summer of 2014. SAGMR approved the work program for 2014 and mobilisation commenced in May 2014.

 

Impairment

The Group's interests in the Bashkol project was fully impaired in the 2014 financial year due to the Group's decision to discontinue the farm-in. This decision was made following poor results at the Bekbulaktor project as well as from field exploration on other areas of the property. The Group considered the project as non-core to the current business plan.

 

Change of name

 

To reflect the proposed changes to the Group, its management and its operations as a result of the Acquisition, the Company changed its name to Tengri Resources following the passing of Resolution 5 at the AGM held on 14 July 2014.

 

Share Consolidation

 

Simultaneously with the acquisition of the Kyrgyz Companies, the Company undertook a 1 for 50 share consolidation to consolidate the Company's existing ordinary shares. On readmission to AIM, the Company had 107,431,900 ordinary shares on issue.

 

Results and Dividends

 

The results for the period are shown in the consolidated statement of comprehensive income below. The profit for the year was $23,008,079 (2013 loss: $3,261,694). The directors do not recommend the payment of a dividend.

 

 

 

Events after the Reporting Period

 

Subsequent to balance date, the Group acquired A$150,000 shares in Prospech Limited. Prospech is a private Australian company earning into the Hodrusa project, a multi-million ounce gold and silver target in Slovakia. The terms of the Prospech earn-in require the company to spend €1.0 million over 3.5 years in stages to earn 81% of Slovakian company Mediterranean Resources Slovakia s.r.o. (EMED SK) from EMED Mining Public Ltd. Prospech will maintain operational control of the Hondrusa project development during the earn in period.

 

On 7 April 2015, the Company announced the issue of US$4m in convertible unsecured loan notes to Robust Resources Limited. The loan notes carry a coupon of 5% p.a. and are repayable on 31 March 2018. Unless previously redeemed, the notes are convertible at the option of Robust into the Company's common shares at a price of £0.05 per share, a premium of 54% to the share price at issue date.

 

On 21 April 2015, the Company announced the issue of US$1m in convertible unsecured loan notes to Argyle Street Management Limited ("ASML") and TIH Limited ("TIH"). The loan notes carry a coupon of 5% p.a. and are repayable on 31 March 2018. Unless previously redeemed, the notes are convertible at the option of ASML and TIH into the Company's common shares at a price of £0.05 per share, a premium of 48% to the share price at issue date.

 

On 14 April 2015, Gary Lewis was reappointed to the board as Executive Chairman and Joshua Crumb was appointed as Non-Executive Director.

The Group has also commenced a feasibility study at Taldybulak aimed at fast-tracking development.

 

Political and Charitable Donations

 

No political or charitable donations were made during the period.

 

Directors

 

The Directors who served during the year are set out below.Shahed Mahmood (resigned 14 July 2014)

Charles Goodfellow (resigned 14 July 2014)

Peter Moss

Idris Khan (appointed 14 July 2014)

Gary Lewis (appointed 14 July 2014, resigned 8 August 2014, reappointed 14 April 2015)

David King (appointed 14 July 2014, resigned 5 November 2014)

John Levings (appointed 3 December 2014, resigned 14 April 2015)

Joshua Crumb (appointed 1 April 2015)

 

Substantial shareholdings

 

The only interests in excess of 3% of the issued share capital of the Company which have been notified at 1 June 2015, were as follows:

 

Ordinary shares Number

Percentage of capital %

 Robust Resources Limited

93,831,153

87.19

 

 

Consolidated Statement of Profit and Loss and Other Comprehensive Income

 

 

Consolidated Year Ended 31 December 2014US $

Consolidated Year Ended 31 December 2013US $

Notes

Revenue

Gain on loan assignment

17

28,200,698

-

Gain on cash assignment

16

5,996,203

-

Other income

290,540

194,332

Total income

34,487,441

194,332

Expense

Depreciation expense

(50,489)

(85,666)

Employee benefits expense

(901,540)

(1,036,315)

Cost of listing

16

(4,334,157)

-

Foreign exchange gain / (loss)

(2,899,609)

(1,230,508)

Impairment expense

4

(1,215,356)

-

Insurance expense

(46,205)

(79,129)

Professional fees

(907,436)

-

Provision for doubtful debt

-

(89,422)

Public relations

(124,539)

(25,680)

Telecommunications expense

(51,380)

(21,498)

Rent expense

(233,783)

(133,209)

Travel expense

(230,670)

(26,390)

Other expense

(396,697)

(662,335)

Finance cost

(87,501)

(65,874)

Total expense

(11,479,362)

(3,456,026)

Profit/(Loss) before tax

23,008,079

(3,261,694)

Income tax benefit

21

-

-

Profit/(Loss) for the year

23,008,079

(3,261,694)

Other comprehensive (loss)/income: exchange differences on translation of foreign operations

 

(2,284,102)

 

1,026,345

Total comprehensive income/(loss) for the year

20,723,977

(2,235,349)

 

 

Basic loss per share

0.2071

(0.0243)

Diluted loss per share

0.2071

(0.0243)

Weighted average number of shares

100,054,461

91,831,153

No dividends were proposed or declared in respect of any of the periods presented above.The accompanying notes form part of this historical financial information.

 

 

 

 

Consolidated Statement of Financial Position For the Year Ended 31 December 2014

 

Consolidated Year Ended 31 December 2014US $

Consolidated Year Ended 31 December 2013US $

Notes

Assets

Cash and cash equivalent

5

1,066,292

130,903

Current trade and other receivables

6

382,030

37,060

Inventories

7

268,682

337,442

Total current assets

1,717,004

505,405

Non-current trade and other receivables

6

443,203

629,274

Available for sale financial assets

9

39,379

102

Other investments

10

-

256,323

Exploration and evaluation expenditure

11

19,884,176

22,246,490

Property, plant and equipment

12

370,899

430,727

Total non-current assets

20,737,657

23,562,916

Total Assets

22,454,661

24,068,321

Liabilities

Trade and other payables

13

161,493

34,946

Other liabilities

14

25,535

26,438

Total current liabilities

187,028

61,384

Related party loans

15

-

26,775,215

Total non-current liabilities

-

26,775,215

Total Liabilities

187,028

26,836,599

Net Assets

22,267,633

(2,768,278)

Shareholders' Equity

Share capital

18

31,178,656

26,875,376

Foreign currency translation reserve

1,114,113

3,398,215

Share based payments reserve

8,654

-

Accumulated losses

(10,033,790)

(33,041,869)

Total Shareholders' Equity

22,267,633

(2,768,278)

The accompanying notes form part of these financial statements.

 

 

 

Consolidated Statement of Changes in Equity

 

Share CapitalUS$

Foreign Currency Translation ReserveUS$

Share Based Payments Reserve

US$

Accumulated LossesUS$

TotalUS$

 

Balance at 31 December 2012

23,248,953

2,371,870

-

(29,780,175)

(4,159,352)

Movement during the period

3,626,423

-

-

-

3,626,423

Loss for the year

-

-

-

(3,261,694)

(3,261,694)

Other comprehensive income

-

1,026,345

-

-

1,026,345

Total comprehensive income/(loss)

for the year

-

1,026,345

-

(3,261,694)

(2,235,349)

Balance at 31 December 2013

26,875,376

3,398,215

-

(33,041,869)

(2,768,278)

Issue of shares on acquisition of Kyrgyz Companies

4,179,015

-

-

-

4,179,015

Issue of shares

124,265

-

-

-

124,265

Share based payments

-

8,654

-

8,654

Profit for the year

-

-

-

23,008,079

23,008,079

Other comprehensive loss

-

(2,284,102)

-

-

(2,284,102)

Total comprehensive income/(loss)

for the year

-

(2,284,102)

-

23,008,079

20,723,977

Balance at 31 December 2014

31,178,656

1,114,113

8,654

(10,033,790)

22,267,633

The accompanying notes form part of these financial statements.

 

 

 

 

Consolidated Statement of Cash Flows for the Year Ended December 2014

 

Consolidated Year Ended 31 December 2014US $

Consolidated Year Ended 31 December 2013US $

Cash flows from operating activities

Loss before income tax

23,008,079

(3,261,694)

Adjustments for non-cash items:

- Depreciation

50,489

85,666

- Impairment

1,215,356

-

- Cost of listing

4,334,157

-

- Gain on loan assignment

(28,200,698)

-

- Gain on cash assignment

(5,996,203)

-

- Change in bad debt allowance

-

89,422

- Foreign exchange differences

3,649,587

1,375,810

- Share based payments

8,654

-

- Other non-cash items

271,241

-

Movement in working capital:

Decrease/(increase) in inventories

68,760

75,290

Decrease/(increase) in trade and other receivable

(76,011)

(116,828)

Decrease/(increase) in other assets

186,071

(10,934)

Increase/(decrease) in trade and other payables

(545,929)

(224,854)

Increase/(decrease) in other liabilities

(29,167)

(73,289)

Net cash outflow from operating activities

(2,055,614)

(2,061,411)

Cash flows from investing activities

Purchase of property, plant and equipment

(127,409)

(832)

Payment for exploration expenditure

(1,198,103)

(2,007,832)

Payments for farm-in interests

(919,564)

(256,324)

Proceeds from disposal of long term investments

102

13,168

Net cash outflow from investing activities

(2,244,974)

(2,251,820)

Cash flows from financing activities

Proceeds from borrowings

717,172

411,741

Cash acquired in reverse acquisition

4,846,634

-

Net increase in share capital/share premium

124,264

3,626,425

Net cash inflow from financing activities

5,688,070

4,038,166

Net increase/(decrease) in cash and cash equivalents

1,387,482

(275,065)

Cash and cash equivalents at the beginning of the year

130,903

421,632

Effects of foreign exchange rate changes on the balance of cash held in foreign currencies

(452,093)

(15,664)

 

Cash and cash equivalents at the end of the year

1,066,292

130,903

The accompanying notes from part of these financial statements.

 

 

 

1. GENERAL

 

The Company (Registration No. WK-143629) is incorporated and registered in the Cayman Islands, having been incorporated on 19 January 2005. The registered office of the Company is 190 Elgin Avenue, George Town Grand, Cayman KY1-9005, Cayman Island.

 

The Group consists of the Company and its wholly owned subsidiaries, Kami Associates Limited, Tatianna Limited, Kaldora Company Limited, ACN 149 425 712 Pty Ltd, Andash Mining Company LLC and Talas Copper Gold LLC (collectively, the "Kyrgyz Companies"), and Mentum Services Limited.

The principal activity of the Group is the business of exploring for minerals.

 

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of accounting

 

The financial information has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

 

The financial information is drawn in accordance with the provisions of the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and adopted by the European Union

 

The financial information is presented in US dollars, rounded to the nearest dollar.

 

Going concern

 

The historical information has been prepared on a going concern basis. The Group has not yet produced any revenues from its resource interests and further funds will be required to fund existing levels of overhead, planned exploration and possible early stage development. These factors indicate that the Group's ability to continue as a going concern is dependent upon the financial support received from its shareholders until revenues from its primary business activities are sufficient to satisfy its obligations and fully finance its exploration and development program. The Directors are of the opinion that further support will be available from its shareholders to continue in operational existence for the foreseeable future that is for at least twelve months from the date of this document.

 

Principles of consolidation

 

A controlled entity is any entity where the Company has the power to control its financial and operating policies so as to obtain benefits from its activities.

All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.

Where controlled entities have joined or left the economic entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.

Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are reported separately within the equity section of the consolidated statement of financial position and consolidated statement of comprehensive income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date.

 

Business combinations

 

On 14 July 2014, Tengri wholly acquired the Kyrgyz Companies from Robust Resources Limited. The transaction acquired approval from shareholders at the Annual General Meeting on 14 July 2014 and was completed on the same day upon successful readmission to AIM.

Due to Tengri being a non-trading entity at the date of acquisition, the transaction falls outside the scope of IFRS 3 Business Combinations.

 

On this basis, the directors have developed an accounting policy for this transaction, applying the principles set out in IAS 8.10-12, in that the policy adopted:

 

· is relevant to the users of the financial statements;

· is more representative of the financial position, performance and cash flows of the Group;

· reflects the economic substance of the transaction, not merely the legal form; and

· is free from bias, prudent and complete in all material aspects.

 

The acquisition of the Kyrgyz Companies by Tengri Resources is considered to have the substance of a reverse acquisition for accounting purposes, since as a result of the transaction the owners of the Kyrgyz Companies acquired a majority stake in Tengri Resources. However, as the transaction falls outside the scope of IFRS 3 Business Combinations it has been accounted for in accordance with IFRS 2 Share Based Payments.

 

The combined Kyrgyz Companies, which includes ACN 149 425 712 Pty Ltd and the groups headed by Tatianna Limited and Kami Associates Limited, are deemed to be the acquirer for accounting purposes and Tengri Resources (formerly Mentum Inc.) is deemed to be the subsidiary. Applying the reverse acquisition method of accounting, the consolidated financial statements represent the continuation of the combined financial statements of the Kyrgyz Companies.

 

The combined impact of the reverse acquisition and application of IFRS 2 Share Based Payments on each of the primary statements is as follows:

 

Consolidated Statement of Financial Position:

 

The 31 December 2014 Consolidated Statement of Financial Position represents both Tengri Resources and the Kyrgyz Companies as at 31 December 2014.

 

The 31 December 2013 Statement of Financial Position represents the consolidated position of the Kyrgyz Companies at 31 December 2013.

 

Consolidated Statement of Profit or Loss and Other Comprehensive Income:

 

The 31 December 2014 Consolidated Statement of Profit or Loss and Other Comprehensive Income comprises 12 months activities of the Kyrgyz Companies and Tengri Resources for the period from 14 July 2014 to 31 December 2014.

 

The 31 December 2013 Statement of Profit or Loss and Other Comprehensive Income comprises 12 months consolidated activities for the Kyrgyz Companies.

 

Consolidated Statement of Changes in Equity:

 

The 31 December 2014 Consolidated Statement of Changes in Equity comprises the consolidated equity balances of the Kyrgyz Companies at 1 January 2014, its profit for the period, and transactions with equity holders for the full 12 month period. It also comprises Tengri Resources' profit and transactions with equity holders for the period from 14 July 2014 to 31 December 2014 and the equity balances of the Kyrgyz Companies and Tengri Resources as at 31 December 2014.

 

The equity structure reflects that of Tengri Resources.

 

The 31 December 2013 Statement of Changes in Equity comprises changes in equity for the full 12 month period for the Kyrgyz Companies.

 

Consolidated Statement of Cash Flows:

 

The 31 December 2014 Consolidated Statement of Cash Flows comprises the consolidated cash balance of the Kyrgyz Companies at 1 January 2014, the cash transactions of the Kyrgyz Companies for the full 12 month period and Tengri Resources for the period from 14 July 2014 to 31 December 2014, and the cash balance of the Kyrgyz Companies and Tengri Resources at 31 December 2014.

 

The 31 December 2013 Statement of Cash Flows comprises 12 months of consolidated Kyrgyz Companies' cash transactions.

 

Due to the non-applicability of IFRS 3 Business Combinations to the transaction, goodwill is not recognisable on the transaction but any excess of consideration over net fair value of assets acquired is considered to be a cost of listing to the accounting acquirer (the Kyrgyz Companies).

 

Cash and cash equivalents

 

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of 3 months or less.

 

Trade and other receivables

 

Trade receivables are recognised and carried at original invoice amount less an impairment for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.

 

Receivables from related parties are recognised and carried at the nominal amount due and are interest free.

 

Inventories

 

Inventories comprise spare parts for mining equipment, materials for installation of equipment, drilling materials, fuel and other inventories. Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the weighted average principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less selling expenses.

 

Exploration, evaluation and development expenditure

 

Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

 

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

 

Farm-in Interests

 

Payments towards farm-in interests are accumulated in respect of each farm-in interest. These amounts are only carried forward to the extent that they are expected to be recouped through the successful development of the interest area or where activities in the interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

 

Accumulated contributions in relation to an abandoned interest are written off in full against profit in the year in which the decision to abandon the interest is made. When production commences, the accumulated costs for the relevant interest are amortised over the life of the interest according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each interest to determine the appropriateness of continuing to carry forward costs in relation to that farm-in interest.

 

Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost also includes pre-production expenditure incurred during the development of a mine and the present value of future site restoration costs.

 

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self- constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. Borrowing costs related to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset.

 

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

 

Gains and losses on disposal of an item of property, plant and equipment are recognised net in "other income". The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized.

 

Mine development assets are depreciated on a unit-of-production basis that is calculated to write off the historical cost of each asset in line with the depletion of proved and probable reserves as production progresses. Depreciation of mine development assets commences once gold production starts.

 

Depreciation is recorded on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment or over the remaining life of the mine if shorter. Depreciation commences when fixed assets are ready for its intended use. Land is not depreciated. The estimated useful lives of the assets are as follows:

 

Buildings and constructions 8 years

Equipment 4-5 yearsOffice equipment and other assets 3 yearsFurniture and accessories 5 yearsTransport 4 yearsOther 3-5 years.

 

Depreciation methods, useful lives and residual values are reviewed at each reporting date.

 

Trade and other payables

 

Liabilities are recognised for amounts to be paid in the future for goods and services received. Trade payables are normally settled between 30 and 60 days.

 

Provisions

 

Provisions are recognised when there is a present obligation (legal, equitable or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

 

Financial instruments

 

Financial instruments are initially measured at fair value when the Group becomes a party to an agreement regarding a financial instrument. Transaction costs are included in the initial measurement of financial instruments, except financial instruments classified as at fair value through profit and loss (the "FVTPL"). The subsequent measurement of financial instruments is dealt with below.

 

A financial asset is derecognised when the right to receive cash flows from the asset has expired or the Group has transferred its rights to receive cash and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the assets.

 

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

On derecognition of a financial asset, the difference between the proceeds received or receivable and the carrying amount of the asset is included in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. 

 

On derecognition of a financial liability, the difference between the carrying amount of the liability extinguished or transferred to another party and the amount paid is included in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

 

Financial Assets

 

Classification

 

The Group classifies its financial assets into one of the following categories: cash and cash equivalents, loans and receivables and investments available for sale. The Group has not classified any of its financial assets as held to maturity, held for trading or designated at fair value through profit or loss.

All financial assets are recognised when the Group becomes party to the contractual provisions of the instrument. All financial assets are initially recognised at fair value, plus transaction costs.

 

Cash and cash equivalents

 

Cash and cash equivalents comprise cash at hand and current and deposit balances at banks, together with other short term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insufficient risk of changes in value.

 

Loans and receivables

 

Loans receivable from third parties are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method.

 

Available for sale investments

 

Investments are initially measured at fair value plus incidental acquisition costs. Subsequently, they are measured at fair value in accordance with IAS 39. In respect of quoted investments, this is either the bid price at the period end date or the last traded price, depending on the convention of the exchange on which the investment is quoted, with no deduction for any estimated future selling cost. Unquoted investments are valued by the directors using primary valuation techniques such as recent transactions, last price or asset value.

Investments are recognised as available-for-sale financial assets. Gains and losses on measurement are recognised in other comprehensive income except for impairment losses and foreign exchange gains and losses on monetary items denominated in a foreign currency, which are recognised directly in profit or loss. Where the investment is disposed of or is determined to be impaired the cumulative gain or loss previously recognised in other comprehensive income is reclassified to profit or loss.

 

The Group assesses at each period end date whether there is objective evidence that a financial asset or group of financial assets classified as available-for-sale has been impaired. An impairment loss is recognised if there is objective evidence that an event or events since initial recognition of the assets have adversely affected the amount or timing of future cash flows from the asset. A significant or prolonged decline in fair value of a security below its cost shall be considered in determining whether the asset is impaired.

 

When a decline in the fair value of a financial asset classified as available-for-sale has been previously recognised in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative loss is removed from other comprehensive income and recognised in profit or loss. The loss is measured as the difference between the cost of the financial asset and its current fair value less any previous impairment.

 

Revenue recognition

 

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

 

Interest

 

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets, using the effective interest rate method.

 

Leasing of vehicles

 

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Rentals receivable under operating leases are charged to Consolidated Statement of Profit or Loss and Other Comprehensive Income on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. In the event that lease incentives are provided to enter into operating leases, such incentives are recognised as an asset. The aggregate benefit of incentives is recognised as a reduction of rental income on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

 

Sale of inventory

 

When the inventories are sold, the carrying amount of those inventories shall be recognized as an expense in Consolidated Statement of Profit or Loss and Other Comprehensive Income, in the period in which the related revenue is recognised.

 

Income tax

 

The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date.

 

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

 

Indirect tax

 

Revenues, expenses and assets are recognised net of the indirect taxes, except where the amount of indirect taxes incurred is not recoverable from the taxation authority. In these circumstances, the indirect taxes are recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated as other receivable amounts. The net amount of indirect taxes recoverable from, or payable to, the taxation authorities are included as a current asset, or a liability in the Consolidated Statement of Financial Position.

 

Impairment

 

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

 

Recoverable amount of assets

 

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

 

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset's value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit ("CGU") to which the asset belongs.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

Foreign currency transactions

 

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the yearend spot exchange rate.

 

Foreign currency translations

 

Transactions in foreign currencies are initially recorded by the entities controlled by the Company at their respective functional currency rates which best approximates the rate applicable on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange at the reporting date. All differences arising on settlement or translation of monetary items are taken to the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on retranslation of non-monetary items is treated in line with the recognition of gain or loss on change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss, respectively).

 

Group companies

 

On consolidation the assets and liabilities of foreign operations are translated into US dollars at the exchange rate prevailing at the reporting date and their Statement of Comprehensive Income amounts are translated at an exchange rate which best approximates the prevailing rate at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in other comprehensive income.

 

Critical accounting estimates and judgments

 

The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

 

Key judgments - deferred exploration and evaluation expenditure

 

The Group capitalises expenditure relating to deferred exploration and evaluation expenditure where it is considered likely to be recoverable and/or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such deferred expenditure should not be written off since feasibility studies in these areas have not yet concluded.

 

Key judgments - property, plant and equipment

 

The Group carries its property, plant and equipment at cost less accumulated depreciation and any impairment in value.

 

Adoption of new and revised standards

 

New accounting standards adopted effective 1 January 2014.

 

The mandatory adoption of the following new and revised accounting standards and interpretations on 1 January 2014 had no significant impact on the Group's consolidated financial statements for the years presented:

IFRS 10 Consolidated Financial Statements - IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces SIC-12 Consolidation - Special Purpose Entities and parts of IAS 27 Consolidated and Separate Financial Statements.

 

IFRS 12 Disclosure of Interests in Other Entities - IFRS 12 establishes disclosure requirements for interests in other entities, such as joint arrangements, associates, special purpose vehicles and off balance sheet vehicles. The standard carries forward existing disclosures and also introduces significant additional disclosure requirements that address the nature of, and risks associated with, an entity's interests in other entities.

 

IFRS 13 Fair Value Measurement - IFRS 13 is a comprehensive standard for fair value measurement and disclosure requirements for use across all IFRS standards. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. It also establishes disclosures about fair value measurement.

 

IAS 32 Financial Instruments: Presentation - In December 2011, the IASB issued an amendment to clarify the meaning of the offsetting criterion and the principle behind net settlement, including identifying when some gross settlement systems may be considered equivalent to net settlement. Earlier application is permitted when applied with a corresponding amendment to IFRS 7 Financial Instruments: Disclosures.

 

IAS 36 Impairment of Assets - In May 2013, the IASB issued an amendment to address the disclosure of information about the recoverable amount of impaired assets or a CGU for periods in which an impairment loss has been recognized or reversed. The amendments also address disclosure requirements applicable when an asset's or a CGU's recoverable amount is based on fair value less costs of disposal.

 

IFRIC 21 Levies -- In May 2013, the IASB issued IFRIC 21, Levies ("IFRIC 21"), an interpretation of IAS 37, Provisions, Contingent Liabilities and Contingent Assets ("IAS 37"), on the accounting for levies imposed by governments. IAS 37 sets out criteria for the recognition of a liability, one of which is the requirement for the entity to have a present obligation as a result of a past event ("obligating event"). IFRIC 21 clarifies that the obligating event that gives rise to a liability to pay a levy is the activity described in the relevant legislation that triggers the payment of the levy.

 

The adoption of the new or revised standards did not have significant effect on the financial position or performance of the Group.

 

New and revised IFRSs in issue but not yet effective

The standards and interpretations that are issued but not yet effective, up to the date of issuance of the Group's financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective.

 

Amendments to other standards - In addition, there have been other amendments to existing standards, including IAS 27 Separate Financial Statements and IAS 28 Investments in Associates and Joint Ventures. IAS 27 addresses accounting for subsidiaries, jointly controlled entities and associates in non-consolidated financial statements. IAS 28 has been amended to include joint ventures in its scope and to address the changes in IFRS 10 to IFRS 13.

 

IAS 16 Property, Plant & Equipment - The IASB published ED 2012/5 Clarification of Acceptable Methods of Depreciation and Amortisation on 4 December 2012. The IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset.

 

The IASB also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. The standard is effective for the Group's fiscal year beginning on January 1, 2016.

 

IFRS 11 Joint Arrangements - The IASB has issued 'Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11)'. The amendments clarify the accounting for acquisitions of an interest in a joint operation when the operation constitutes a business. The amendments are effective for annual periods beginning on or after 1 January 2016, with earlier application being permitted.

 

IFRS 15 Revenue from Contracts with Customers - In May 2014, the IASB issued IFRS 15 - Revenue from Contracts with Customers ("IFRS 15") which supersedes IAS 11 - Construction Contracts, IAS 18 - Revenue, IFRIC 13 - Customer Loyalty Programmes, IFRIC 15 - Agreements for the Construction of Real Estate, IFRIC 18 - Transfers of Assets from Customers, and SIC 31 - Revenue - Barter Transactions Involving Advertising Services. IFRS 15 establishes a comprehensive five-step framework for the timing and measurement of revenue recognition. The standard is effective for annual periods beginning on or after January 1, 2017.

 

IFRS 9 Financial Instruments - The IASB intends to replace IAS 39 - Financial Instruments: Recognition and Measurement in its entirety with IFRS 9 - Financial Instruments ("IFRS 9") which is intended to reduce the complexity in the classification and measurement of financial instruments. In February 2014, the IASB tentatively determined that the revised effective date for IFRS 9 would be January 1, 2018.

 

The Group does not expect these amendments to have a material effect on its financial position or results of operations.

 

 

 

3. SEGMENT REPORTING

 

It is the opinion of the directors that the operations of the Group represent one segment, as they are treated as such when evaluating the performance 

 

 

 

4. IMPAIRMENT EXPENSE

As at

31 December 2014

US$

As at

31 December 2013

US$

Bashkol farm in agreement

1,175,887

-

Investment in listed shares

10,909

-

Loan receivable

28,560

-

Impairment expense

1,215,356

-

 

The Group's interests in the Bashkol project was fully impaired in the 2014 financial year due to the Group's decision to discontinue the farm-in. This decision was made as the project was considered non-core to the current business plan.

The impairment in listed shares was recognised due to a decline in market value.

The impairment of the loan receivable was recognised due to a decline in the present value of the loan.

 

 

 

5. CASH AND CASH EQUIVALENTS

As at

31 December 2014

US$

As at

31 December 2013US$

Cash at bank and in hand

1,066,292

130,903

Cash and cash equivalents

1,066,292

130,903

 

 

 

6. TRADE AND OTHER RECEIVABLES

As at31 December 2014US$

As at31 December 2013US$

Other receivables (i)

209,726

37,060

Prepayments

172,304

-

Current trade and other receivables

382,030

37,060

Other receivables

443,203

629,274

Non-current trade and other receivables

443,203

629,274

 (i) Other receivables include amounts receivable from the lease of equipment and vehicles.

 

 

 

 

7. INVENTORIES

As at31 December 2014US$

As at31 December 2013US$

Materials

172,263

229,800

Materials for instalment

83,795

92,574

Fuel

12,284

14,661

Spare parts

340

407

Inventories

268,682

337,442

 

 

 

 

8. FAIR VALUE MEASUREMENT

 

The table below sets out the fair value measurements using the IFRS 7 fair value hierarchy. Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 - valued using quoted prices in active markets for identical assets.

Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable valuation data.

There were no transfers between levels in the 2013 or 2014 financial years.

 

 

 

 

9. AVAILABLE FOR SALE FINANCIAL ASSETS

As at31 December 2014US$

As at31 December 2013US$

Investments at fair value brought forward

102

10,569

Investments acquired on reverse acquisition

50,288

-

Proceeds from disposal of investments

(102)

(10,467)

Impairment of investments

(10,909)

-

Financial assets at the end of the year

39,379

102

Level 1 investments at the end of the year

39,379

102

 

 

 

 

10. FARM-IN INTERESTS

As at31 December 2014US$

As at31 December 2013US$

Farm-in interests - Bashkol project

Farm-in interests at the beginning of the year

256,323

-

Payments for farm-in interest during the year

919,564

256,323

Impairment expense during the year

(1,175,887)

-

Farm-in interest at end of the year

-

256,323

 

The Group's interest in the Bashkol project was fully impaired in the 2014 financial year due to the Group's decision to discontinue the farm-in. This decision was made as the project was considered non-core to the current business plan.

 

 

 

11. DEFERRED EXPLORATION AND EVALUATION EXPENDITURE

As at31 December 2014US$

As at31 December 2013US$

Deferred expenditure at the beginning of the year

22,246,490

20,963,098

Deferred expenditure capitalised

during the year

1,279,347

2,069,099

Exchange differences

(3,641,661)

(785,707)

Deferred exploration capitalised at the end of the year

19,884,176

22,246,490

 

Deferred exploration and evaluation expenditure comprise the cost of materials, direct labour, administrativeoverheads and other expenses directly attributable to the valuation and preparation of the mine for extraction of gold deposits. The amounts capitalised during the year includes foreign exchange translation adjustments.

 

 

 

12. PROPERTY, PLANT AND EQUIPMENT

 As at 31 December 2013 and 2014, property, plant and equipment consisted of the following:

 

Mining equipment

US$

Buildings

and

constructions

US$

Office equipment and furniture

US$

Vehicles

US$

Other assets

US$

Total

US$

COST

At 1 Jan 2013

710,868

76,433

158,076

7,508,333

233,475

8,687,185

Additions

29,171

-

60,007

22,229

37,291

148,698

Disposals

(152,656)

(36,378)

(38,915)

(225,939)

(31,161)

(485,049)

Reclassifications

22,208

(22,208)

-

-

-

-

Exchange differences

(26,673)

(2,881)

(14,325)

(281,474)

(21,704)

(347,057)

At 31 Dec 2013

582,918

14,966

164,843

7,023,149

217,901

8,003,777

Additions

38,320

-

52,762

18,531

17,796

127,409

Disposals

(577)

-

(1,660)

-

-

(2,237)

Reclassifications

-

-

16,628

-

(16,628)

-

Exchange differences

(95,646)

(2,455)

(31,672)

(1,151,473)

(35,768)

(1,317,014)

At 31 Dec 2014

525,015

12,511

200,901

5,890,207

183,301

6,811,935

ACCUMULATED

DEPRECIATION

At 1 Jan 2013

486,380

7,764

89,892

7,282,938

34,408

7,901,382

Depreciation

94,233

1,868

27,364

37,088

33,028

193,581

Disposals

(134,853)

-

(22,046)

(56,657)

(15,936)

(229,492)

Reclassifications

-

-

-

-

-

-

Exchange differences

(18,241)

(290)

3,577

(272,974)

(4,493)

(292,421)

At 31 Dec 2013

427,519

9,342

98,787

6,990,395

47,007

7,573,050

 

 

Mining equipment

US$

Buildings

and

constructions

US$

Office equipment and furniture

US$

Vehicles

US$

Other assets

US$

Total

US$

ACCUMULATED

DEPRECIATION

At 1 Jan 2014

427,519

9,342

98,787

6,990,395

47,007

7,573,050

Depreciation

10,196

1,731

22,100

12,969

3,493

50,489

Depreciation capitalised as exploration and evaluation expenditure

38,888

-

8,839

-

22,410

70,137

Disposals

(154)

-

(1,244)

-

-

(1,398)

Exchange differences

(74,685)

(1,691)

(18,863)

(1,145,594)

(10,409)

(1,251,242)

At 31 Dec 2014

401,764

9,382

109,619

5,857,770

62,501

6,441,036

CARRYING AMOUNTS

At 31 Dec 2013

155,399

5,624

66,056

32,754

170,894

430,727

At 31 Dec 2014

123,251

3,129

91,282

32,437

120,800

370,899

At 31 Dec 2014

Gross value of fully depreciated PPE still in use

75,887

23,726

44,822

1,100,638

4,087

1,249,160

Carrying amount of temporarily idle PPE

60,142

3,127

8,476

-

103,206

174,951

 

 

 

13. TRADE AND OTHER PAYABLES

As at31 December 2014US$

As at31 December 2013US$

Trade and other payables

161,493

34,946

Trade and other payables

161,493

34,946

 

 

 

14. OTHER LIABILITIES

As at31 December 2014US$

As at31 December 2013US$

Other liabilities

25,535

26,438

Other liabilities

25,535

26,438

 

 

 

 

 

15. RELATED PARTY LOANS

As at31 December 2014US$

As at31 December 2013US$

Loan payable to Robust Resources Limited (Parent Entity)

-

26,775,215

Related party loans

-

26,775,215

 

 

 

16. BUSINESS COMBINATIONS

Country of Incorporation

Percentage Owned %

Tengri Resources (Legal parent, accounting subsidiary)

Cayman Islands

87%

 

On 14 July 2014, Tengri Resources wholly acquired the Kyrgyz Companies (Kami Associates Limited, Tatianna Limited, Kaldora Company Limited, ACN 149 425 712 Pty Ltd, Andash Mining Company LLC and Talas Copper Gold LLC). As noted in Note 2, the acquisition was treated as a reverse acquisition.

Consideration transferred

US$

Shares issued

4,179,015

Total consideration

4,179,015

 

The consideration in a reverse acquisition is deemed to have been incurred by the Kyrgyz Companies in the form of shares issued to shareholders of Tengri Resources. The acquisition date fair value of the consideration transferred has been determined by reference to the net fair value of the Kyrgyz Companies at the date of acquisition.

 

Cost of listing

US$

Purchase consideration (non-cash equity payment)

4,179,015

Net liabilities acquired in Tengri Resources at the date of acquisition

155,142

Total cost of listing

4,334,157

 

Assets and liabilities assumed at date of acquisition

US$

Current assets

463,082

Non-current assets

50,288

Total assets

513,370

Current liabilities

668,512

Non-current liabilities

-

Total liabilities

668,512

 

 

Net cash flow on acquisition of subsidiaries

US$

Cash assigned on acquisition

5,996,203

5,996,203

 

Included in the profit for the year is a $3,275,592 loss attributable to the additional activities of Tengri Resources. Other income for the year includes $12,515 in respect of Tengri Resources.

Had the business combination been effected at 1 January 2014, the revenue from operations for the group would have been unchanged and other income would have totalled $12,515 and the loss for the year from continuing operations would have increased by $1,801,178 to $5,076,770. The directors of the Group consider these 'pro-forma' numbers to represent an approximate measure of the performance of the combined group on an annualised basis for this year only. Whilst they are a reference point for comparison in future periods the costs include a number of one off costs which will be non-recurring and not representative of future annualised financial performance or profit and loss.

 

 

 

17. RELATED PARTY DISCLOSURES

 

Control relationships

For the years ended 31 December 2011 and 2012 the parent of Tatianna Limited, Kaldora Company Limited and Andash Mining Company was Kentor Gold Limited, registered in Australia. On 23 August 2013 Robust Resources Limited, also registered in Australia, acquired the shares in these companies from Kentor Gold Limited and became the parent company. 

 

For the years ended 31 December 2012 and 2013 the parent of Kami Associates Limited and Talas Copper Gold LLC was Gold Fields Orogen Holdings BVI Limited, registered in the British Virgin Islands. On 20 March 2014,

Robust Resources Limited acquired the shares in these companies from Gold Fields Orogen Holdings BVI Limited and became the parent company.

 

For the years ended 31 December 2012 and 2013 the parent of ACN 149 425 712 Pty Ltd was Robust Resources Limited.

 

Following the reverse acquisition of the Kyrgyz Companies by Tengri Resources on 14 July 2014, Robust Resources Limited remained the ultimate parent company of the Kyrgyz Companies.

Following the transaction on 14 July 2014, Tengri's ultimate parent company is Robust Resources Limited (87%).

On 29 October 2014, Robust Resources Limited was wholly acquired by Padiham Resources Pty Ltd. The ultimate controlling party following this transaction was the Salim Group, controlled by the Salim family. 

 

Loans from parent (i)

As at31 December 2014US$

As at31 December 2013US$

Included in non-current liabilities

Loan

-

26,775,215

Accrued interest

-

-

 

(i) The loans from parent represent amount payable to the following entities:

2014 - Robust Resources Limited

2013 - Robust Resources Limited

2012 - Kentor Gold Limited

 

The loans from Kentor Gold Limited were unsecured, repayable on demand and accrued interest at a rate of LIBOR plus 2%. On 23 August 2013, the loans were transferred to the new parent company, Robust Resources Limited. The loan with Robust Resources Limited was unsecured, interest free and repayable on demand.

This loan was assigned to Tengri Resources as part of the reverse acquisition transaction and as such is not shown in the consolidated position. A gain to the Group arose on the assignment for $28,200,698.

(ii) The remuneration of key management personnel is included in employee benefits expenses accounts within the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

 

Directors and key management personnel remuneration for the 2014 and 2013 financial years were as follows:

 

Year ended31 December 2014US$

Year ended31 December 2013US$

Directors of Tengri Resources

(Parent entity)

Adrian Collins

-

7,649

Graham Porter

-

16,565

Shahed Mahmood

18,552

6,626

Charles Goodfellow

18,552

8,282

Peter Moss

29,939

-

Gary Lewis

17,086

-

David King

29,286

-

Key Management Personnel

of Tengri Resources

Bruce Lumley (Chief Executive Officer)

161,855

Directors of Talas Copper Gold (Subsidiary)

David Grant

-

256,925

Bakyt Omurzakov

54,593

48,200

Victor Adyrhaev

35,893

33,302

Nurlan Atakanov

22,820

-

Directors of Andash Mining Company (Subsidiary)

Kuban Ashyrkulov

-

64,108

Malik Malabaev

52,907

8,507

Total

441,483

450,164

 

(iii) At the balance sheet date and at date of this report, the following shares and options/warrants were held by Directors and their related entities.

 

Number of Shares

Number of Options

Number of Warrants

Peter Moss

-

10,000

-

Idris Khan

-

30,000

80,000

Gary Lewis

265,000

-

-

Joshua Crumb

-

-

-

John Levings (resigned 14/04/2015)

100,000

40,000

-

Total

365,000

80,000

80,000

 

 

 

 

18. SHARE CAPITAL

As at31 December 2014

As at31 December 2014

As at31 December 2013

As at31 December 2013

Shares

US$

Shares

US$

(a) Issued and paid up capital

Ordinary shares fully paid

107,618,497

31,050,370

93,831,153

26,875,376

Partly paid shares

500,000

128,286

-

-

Number of Shares

US$

(b) Movement in contributed equity

Balance at the 1 January 2013

93,644,610

23,248,953

Issue of shares

186,543

1

Cash calls made during the year

-

3,626,422

Balance at 31 December 2013

93,831,153

26,875,376

Balance at 1 January 2014

93,831,153

26,875,376

Cash calls made during the year

-

99,969

Issue of shares for the cost of acquisition

13,600,747

4,179,015

Issue of shares

186,597

24,296

Balance at 31 December 2014

107,618,497

31,178,656

 

 

 

Prior to the reverse acquisition, the equity structure of the Kyrgyz Companies has been restated using the exchange ratio established in the acquisition of 186,543, to reflect the number of shares of the legal parent issued in the reverse acquisition.

 

 (c) Terms and conditions of share capital

Ordinary shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

 

(d) Capital management

Management controls the capital of the Group in order to maintain a good debt to equity ratio, provide the shareholders with adequate returns and ensure that the Group funds its operations and continues as a going concern.

The Group's financial liabilities consist of trade creditors and other payables.

Management effectively manages the Group's capital by assessing the Group's financial risks and adjusting its capital structure in response to changes in these risks and in the market.

 

 

 

 

19. SHARE BASED PAYMENTS

 

The Company entered into the following share based payments:

On 14 July 2014, 645,000 options were issued, exercisable at 23p per share at any time for five years beginning 14 July 2014. On the same day, 820,000 warrants were issued, exercisable at 23p per share at any time for five years beginning 14 July 2014.

320,000 of the options issued on 14 July 2014 had lapsed by 31 December 2014.

 

 

The Directors have used the Black Scholes option pricing model to estimate the fair value of the options and warrants applying the assumptions below.

 

Grant date share price

$0.0836 (£0.0538)

Exercise price

$0.3573 (£0.2300)

Risk free rate

1.94%

Expected volatility

50%

Option life

5 years

Calculated fair value price per option/warrant

$0.0076 (£0.0049)

The estimated fair value of the options and warrants granted of $8,654 (£5,571) has been charged to the statement of comprehensive income with a corresponding entry put through the equity reserve. There were 340,000 options and 1,240,000 warrants on issue at year end.

 

 

 

 

20. OPERATING LEASE

 

Leasing Arrangements

Operating leases relate to the property, plant and equipment owned by Andash Mining Company. The leasing of equipment is not a core activity of the Group and leasing arrangements are made on an ad hoc basis. Standard lease terms are less than 12 months and lessees do not have an option to purchase the property as part of a lease.

Revenue earned from operating leases are set out under Note 4.

 

Non-cancellable operating lease receivables

Year ended

31 December 2014US$

Year ended31 December 2013US$

Not later than 1 year

-

-

Later than 1 year and not longer than 5 years

-

-

Later than 5 years

-

-

Total minimum lease payments

-

-

 

 

 

 

21. TAXATION

As at31 December 2014US$

As at31 December 2013US$

Profit/(Loss) before tax

23,641,230

(2,235,350)

At the Kyrgyz Republic rate of tax effective in the year of 10% (2014:10%; 2013:10%)

(2,364,123)

223,535

Tax loss brought forward

26,749,772

28,562,378

Tax effect of non-deductible items

4,112,394

(2,036,141)

Tax loss carried forward

28,498,043

26,749,772

Income tax benefit

-

-

 

A deferred tax asset of $1,348,562 (2013: US$1,089,028), predominantly in respect of tax losses carried forward, has not been reflected as the timing of its utilisation is uncertain at this stage. The tax losses may be carried forward for up to five calendar years.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
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