12th Aug 2013 10:30
Centurion Resources Plc / Index: AIM / Epic: CEN / Sector: Natural Resources
12 August 2013
Centurion Resources Plc ('Centurion' or 'the Company')
Final Results
Centurion Resources Plc, the AIM listed exploration and development company, is pleased to announce its final results for the year ended 29 February 2013.
Overview
·; 33 sq km Mitterberg Copper Licences in the Mitterberg district of Salzburg, Austria
·; Exploration target of 11.0Mt-11.7Mt with a grade range of 1.0%-1.15% copper
·; Solid cash position to fund growth and strategic acquisitions to build a portfolio of strategic assets
·; Board and management with extensive experience in identifying resource projects and implementing value accretive development programmes
Chairman's Statement
I am pleased to report on our first financial year as Centurion Resources plc, following the Company's change of name and re-admission of its ordinary share capital to trading on the AIM market in November 2012. Centurion Resources continues to make steady progress as a natural resource focussed exploration and development company. The 33 sq km Mitterberg Copper Project ('Mitterberg' or 'the Project'), located in the historic Mitterberg district of Salzburg, Austria, continues to prove its potential to host high copper grades, with an exploration target of 11.0Mt-11.7Mt with a grade range of 1.0%-1.15% copper.
To date, we have collected a total of 40 grab samples, each averaging 1kg, taken from four dumps located adjacent to previously producing adits of the Mitterberg Copper Project: Josefi-Oberbaustollen; Mariahilfstollen, Josefi-Unterbaustollen and Johann-Barbarastollen. The highest grades were located at the Mariahilfstollen adit with assays MB-B12, MB-B8 and MB-B1 returning grades of 7.08%, 5.11% and 4.1% respectively.
In addition to the Mitterberg project, Centurion plans to expand its portfolio by acquiring additional resource projects which meet the Company's stringent investment criteria. The Board will only consider assets which they believe complement the Company's current portfolio, and provide value accretive opportunities.
With this in mind, having acquired a 10% equity position in the Monty Zinc-Lead-Silver Project in Montenegro in February 2013 through North Mining D.O.O. ('North Mining'), a wholly owned subsidiary of ASX-listed resource company Balamara Resources Limited, in July 2013 we decided to terminate the contract for strategic reasons. This had no effect on Centurion financially; in fact, in accordance with the agreement, Centurion earned a 10% interest on our funds, and Balamara has since returned the total of £412,500 to the Company which has augmented our cash reserves.
Financial Review
The loss before taxation of the Group for the year ended 28 February 2013 amounted to £512,760 (29 February 2012: £421,904).
The Group's cash position at 28 February 2013 was £495,650 (29 February 2012: £31,227) and currently stands at £736,000.
Post period end in July 2013 (see announcement 2 July 2013) Centurion successfully raised £200,000 by way of a placing of 20 million new ordinary shares at a price of 1p per placing share. This represented a 138% premium to the share price at close of business on 1 July 2013. The funds raised will be used to evaluate high quality opportunities across Europe in the base metals sector.
Outlook
With a solid cash position, a highly prospective flagship project in a politically stable environment, and a strong Board and management team which has an in-depth knowledge of the European mining space and a proven track record in identifying and developing resource projects, I believe we have all the fundamentals in place to target areas of prospectivity and deliver growth.
Finally, I would like to take this opportunity to thank my fellow directors, management and advisors for their dedication and help, as well as our shareholders for their continuing support. I look forward to updating shareholders in due course as we look to build value in the Company over the months ahead.
Peter Landau
Chairman
9 August 2013
**ENDS**
For further information see http://www.centurionresources.com/ or contact the following:
Alastair Clayton | Centurion Resources Plc | + 44 (0) 20 3326 1729 |
Greg Kuenzel | Centurion Resources Plc | + 44 (0) 20 3326 1729 |
Ewan Leggat | SP Angel Corporate Finance LLP Nominated Adviser and Joint Broker | +44 (0) 20 3463 2276 |
Laura Littley | SP Angel Corporate Finance LLP | +44 (0) 20 3463 2276 |
Lindsay Mair | Sanlam Securities UK Joint Broker | +44 (0) 20 7628 2200 |
Catherine Miles | Sanlam Securities UK | +44 (0) 20 7628 2200 |
Elisabeth Cowell | St Brides Media and Finance Ltd | +44 (0) 20 7236 1177 |
Charlotte Heap | St Brides Media and Finance Ltd | +44 (0) 20 7236 1177 |
STATEMENT OF FINANCIAL POSITION
As at 28 February 2013
|
| Group |
| Company | ||
| Note | 2013 £ | 2012 £ |
| 2013 £ | 2012 £ |
Non-Current Assets |
|
|
|
|
|
|
Property, plant and equipment | 7 | 322 | 1,051 |
| 322 | 1,051 |
Intangible assets | 8 | 602,181 | - |
| - | - |
Investment in subsidiaries | 9 | - | - |
| 616,482 | - |
Available for sale financial assets | 10 | 375,000 | - |
| 375,000 | - |
|
| 977,503 | 1,051 |
| 991,804 | 1,051 |
Current Assets |
|
|
|
|
|
|
Trade and other receivables | 11 | 52,965 | 18,365 |
| 48,433 | 18,365 |
Cash and cash equivalents | 12 | 495,650 | 31,227 |
| 491,827 | 31,227 |
|
| 548,615 | 49,592 |
| 540,260 | 49,592 |
Total Assets |
| 1,526,118 | 50,643 |
| 1,532,064 | 50,643 |
Current Liabilities |
|
|
|
|
|
|
Trade and other payables | 13 | 289,469 | 86,188 |
| 279,676 | 86,188 |
|
| 289,469 | 86,188 |
| 279,676 | 86,188 |
Total Liabilities |
| 289,469 | 86,188 |
| 279,676 | 86,188 |
Net Assets |
| 1,236,649 | (35,545) |
| 1,252,388 | (35,545) |
Equity attributable to owners of the Parent |
|
|
|
|
|
|
Share capital | 14 | 459,953 | 104,315 |
| 459,953 | 104,315 |
Share premium | 14 | 7,437,936 | 6,197,225 |
| 7,437,936 | 6,197,225 |
Deferred shares |
| 1,825,104 | 1,825,104 |
| 1,825,104 | 1,825,104 |
Share option reserve | 15 | 577,507 | 562,482 |
| 577,507 | 562,482 |
Foreign currency translation reserve |
| (162) | - |
| - | - |
Other reserves | 16 | 202,463 | 202,463 |
| 202,463 | 202,463 |
Retained losses |
| (9,266,152) | (8,927,134) |
| (9,250,575) | (8,927,134) |
Total Equity |
| 1,236,649 | (35,545) |
| 1,252,388 | (35,545) |
CONSOLIDATED INCOME STATEMENT
For the year ended 28 February 2013
| |||||
Note | 2013 £ | 2012 £ | |||
Administration expenses | (557,782) | (421,994) | |||
Gain on foreign exchange | 44,909 | - | |||
Operating Loss | 6 | (512,873) | (421,994) | ||
Finance income | 19 | 113 | 90 | ||
Loss Before Taxation | (512,760) | (421,904) | |||
Income tax expense | 20 | - | - | ||
Loss for the Year | (512,760) | (421,904) | |||
Attributable to Owners of the Parent | (512,760) | (421,904) | |||
Basic and Diluted Loss Per Share (pence) | 21 | 0.482 p | 0.809 p | ||
| |||||
The loss for the Company for the year was £497,183 (29 February 2012: £421,904).
All activities including the above relate to continuing operations.
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent Company Income Statement and Statement of Comprehensive Income.
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
For the year ended 28 February 2013
2013 £ | 2012 £ | ||
Loss for the year | (512,760) | (421,904) | |
Other Comprehensive Income: | |||
Currency translation differences | (162) | - | |
Total Comprehensive Income for the Year Attributable to Owners of the Parent | (512,922) | (421,904) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 28 February 2013
Attributable to owners of the parent | |||||||||
Share capital £ | Share premium £ | Deferred shares £ | Share option reserve£ |
Foreign currency translation reserve £ | Other reserves £ | Retained losses £ | Total equity £ | ||
As at 1 May 2011 | 1,043,148 | 6,197,225 | 886,271 | 562,482 | - | 214,963 | (8,505,230) | 398,859 | |
Loss for the year | - | - | - | - | - | - | (421,904) | (421,904) | |
Total comprehensive income for the period | - | - | - | - | - | - | (421,904) | (421,904) | |
Share split & consolidation | (938,833) | - | 938,833 | - | - | - | - | - | |
Cancellation of warrant exercise | - | - | - | - | - | (12,500) | - | (12,500) | |
Total contributions by and distributions to owners of the parent | (938,833) | - | 938,833 | - | - | (12,500) | - | (12,500) | |
As at 29 February 2012 | 104,315 | 6,197,225 | 1,825,104 | 562,482 | - | 202,463 | (8,927,134) | (35,545) | |
As at 1 March 2012 | 104,315 | 6,197,225 | 1,825,104 | 562,482 | - | 202,463 | (8,927,134) | (35,545) | |
Loss for the year | - | - | - | - | - | - | (512,760) | (512,760) | |
Other comprehensive income | |||||||||
Currency translation differences | - | - | - | - | (162) | - | - | (162) | |
Total comprehensive income for the year | - | - | - | - | (162) | - | (512,760) | (512,922) | |
Proceeds from share issue | 343,638 | 1,318,546 | - | - | - | - | - | 1,662,184 | |
Issue costs | - | (125,835) | - | 71,657 | - | - | - | (54,178) | |
Share based payments | 12,000 | 48,000 | - | - | - | - | - | 60,000 | |
Issued options | - | - | - | 117,110 | - | - | - | 117,110 | |
Expired options | - | - | - | (173,742) | - | - | 173,742 | - | |
Total contributions by and distributions to owners of the parent | 355,638 | 1,240,711 | - | 15,025 | - | - | 173,742 | 1,785,116 | |
As at 28 February 2013 | 459,953 | 7,437,936 | 1,825,104 | 577,507 | (162) | 202,463 | (9,266,152) | 1,236,649 | |
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 28 February 2013
| |||||||
Attributable to owners of the parent | |||||||
Share capital £ | Share premium £ | Deferred shares £ | Share option reserve£ | Other reserves £ | Retained losses £ | Total equity £ | |
As at 1 May 2011 | 1,043,148 | 6,197,225 | 886,271 | 562,482 | 214,963 | (8,505,230) | 398,859 |
Loss for the year | - | - | - | - | - | (421,904) | (421,904) |
Total comprehensive income for the period | - | - | - | - | - | (421,904) | (421,904) |
Share split & consolidation | (938,833) | - | 938,833 | - | - | - | - |
Cancellation of warrant exercise | - | - | - | - | (12,500) | - | (12,500) |
Total transactions with owners | (938,833) | - | 938,833 | - | (12,500) | - | (12,500) |
As at 29 February 2012 | 104,315 | 6,197,225 | 1,825,104 | 562,482 | 202,463 | (8,927,134) | (35,545) |
As at 1 March 2012 | 104,315 | 6,197,225 | 1,825,104 | 562,482 | 202,463 | (8,927,134) | (35,545) |
Loss for the year | - | - | - | - | - | (497,183) | (497,183) |
Total comprehensive income for the year | - | - | - | - | - | (497,183) | (497,183) |
Issue of ordinary shares | 343,638 | 1,318,546 | - | - | - | - | 1,662,184 |
Issue costs | - | (125,835) | - | 71,657 | - | - | (54,178) |
Share based payments | 12,000 | 48,000 | - | - | - | - | 60,000 |
Issued options | - | - | - | 117,110 | - | - | 117,110 |
Expired options | - | - | - | (173,742) | - | 173,742 | - |
Total transactions with owners | 355,638 | 1,240,711 | - | 15,025 | - | 173,742 | 1,785,116 |
As at 28 February 2013 | 459,953 | 7,437,936 | 1,825,104 | 577,507 | 202,463 | (9,250,575) | 1,252,388 |
CASH FLOW STATEMENTS
For the year ended 28 February 2013
Group | Company | |||||
Note | 2013 £ | 2012 £ | 2013 £ | 2012 £ | ||
Cash flows from operating activities | ||||||
Loss before taxation | (512,760) | (421,904) | (497,183) | (421,904) | ||
Adjustments for: | ||||||
Depreciation | 7 | 729 | 408 | 729 | 408 | |
Interest received | 20 | (113) | (90) | (103) | (90) | |
Share options expense | 117,110 | - | 117,110 | - | ||
Director fees paid in shares | 60,000 | - | 60,000 | - | ||
Non-cash expenditure | 12,184 | - | 12,184 | - | ||
(Increase) / decrease in trade and other receivables | (34,600) | 48,223 | (30,068) | 48,223 | ||
Decrease in trade and other payables | (47,933) | (10,294) | (57,727) | (10,294) | ||
Foreign exchange gains | (44,909) | - | (44,909) | - | ||
Net cash used in operations | (450,292) | (383,657) | (439,967) | (383,657) | ||
Cash flows from investing activities | ||||||
Interest received | 113 | 90 | 103 | 90 | ||
Purchase of available for sale investments | (131,059) | - | (131,059) | - | ||
Cash consideration for subsidiaries | - | - | (14,300) | - | ||
Purchase of property, plant and equipment | - | (1,459) | - | (1,459) | ||
Net cash used in investing activities | (130,946) | (1,369) | (145,256) | (1,369) | ||
Cash flows from financing activities | ||||||
Proceeds from issue of share capital | 1,100,000 | - | 1,100,000 | - | ||
Transaction costs of share issue | (54,177) | - | (54,177) | - | ||
Return of share money to investor due to delisting | - | (12,500) | - | (12,500) | ||
Net cash generated from financing activities | 1,045,823 | (12,500) | 1,045,823 | (12,500) | ||
Net increase/(decrease) in cash and cash equivalents | 464,585 | (397,526) | 460,600 | (397,526) | ||
Cash and cash equivalents at beginning of year | 31,227 | 428,753 | 31,227 | 428,753 | ||
Exchange gains on cash and cash equivalents | (162) | - | - | - | ||
Cash and cash equivalents at end of year | 12 | 495,650 | 31,227 | 491,827 | 31,227 |
Major non-cash transactions
On 13 August 2012, the Company issued 4,400,000 new ordinary shares of 0.2 pence each fully paid at 1 pence per share as consideration for deferred and unpaid director fees.
On 12 November 2012 the Company's shares were admitted to trading on AIM (the 'Admission'). In connection with the Admission the Company issued the following:
·; 55,000,000 new ordinary shares of 0.2 pence per share fully paid as consideration for the 80 per cent holding in the Mitterberg copper project in Salzburg, Austria;
·; 16,819,296 new ordinary shares of 0.2 pence per share fully paid on conversion of the convertible loan note, associated interest and exit ratchet;
·; 1,600,000 new ordinary shares of 0.2 pence each fully paid at 1 pence per share as consideration for deferred and unpaid director fees;
·; 34,000,000 options to board and management valid for five years from the date of issue and exercisable at 1 pence per option;
·; 16,819,296 warrants valid for two years from the date of issue and exercisable at 0.67 pence per warrant; and
·; 2,843,660 warrants valid for five years from the date of issue and exercisable at 1 pence per warrant.
At 28 February 2013 £7,272 of exploration and evaluation additions remained outstanding and unpaid.
Non-cash expenditure relates to convertible loan note interest and exit ratchet satisfied by the issue of equity.
1. General information
The principal activity of Centurion Resources Plc ('the Company') and its subsidiaries (together 'the Group') is the exploration and development of precious and base metals. The Company's shares are listed on the AIM market of the London Stock Exchange. The Company is incorporated and domiciled in England.
The address of its registered office is 47 Charles Street, London, W1J 5EL.
2. Summary of Significant Accounting Policies
The principal Accounting Policies applied in the preparation of these Financial Statements are set out below. These Policies have been consistently applied to all the periods presented, unless otherwise stated.
2.1 Basis of Preparation of Financial Statements
The Group Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU), the Companies Act 2006 that applies to Companies reporting under IFRS and IFRIC interpretations. The Group Financial Statements have also been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets.
The Financial Statements are presented in Pound Sterling rounded to the nearest pound.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements are disclosed in Note 4.
2.2 New and Amended Standards
(a) New and amended standards and interpretations mandatory for the first time for the financial year beginning 1 March 2012 and relevant to the Group
There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after 1 March 2012 that would be expected to have a material impact on the Company or Group.
(b) New and amended standards and interpretations mandatory for the first time for the financial year beginning 1 March 2012 but not currently relevant to the Group
A number of new standards and amendments to standards and interpretations are effective for annual periods beginning on or after 1 March 2012, and have not been applied in preparing these financial statements. None of these is expected to have a significant effect on the financial statements of the Company or Group.
- Amendments to IFRS 1 "First-time Adoption of International Financial Reporting Standards" replace references to a fixed date of 1 January 2004 with "the date of transition to IFRSs", thus eliminating the need for companies adopting IFRSs for the first time to restate derecognition transactions that occurred before the date of transition to IFRSs, and provide guidance on how an entity should resume presenting financial statements in accordance with IFRSs after a period when the entity was unable to comply with IFRSs because its functional currency was subject to severe hyperinflation.
- Amendments to IFRS 7 "Financial Instruments: Disclosures" are designed to help users of financial statements evaluate the risk exposures relating to transfers of financial assets and the effect of those risks on an entity's financial position.
- Amendments to IAS 12, 'Income Taxes' on deferred tax. Currently IAS 12 requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale. It can be difficult and subjective to assess whether recovery will be through use or through sale when the asset is measured using the fair value model in IAS 40 Investment Property. Hence this amendment introduces an exception to the existing principle for the measurement of deferred tax assets or liabilities arising on investment property measured at fair value. As a result of the amendments, SIC 21, 'income taxes - recovery of revalued non-depreciable assets', would no longer apply to investment properties carried at fair value. The amendments also incorporate into IAS 12 the remaining guidance previously contained in SIC 21, which is accordingly withdrawn.
2.2 New and Amended Standards (continued)
(c) New standards, amendments and interpretations issued but not effective for the financial year beginning 1 March 2012 and not early adopted
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the financial statements are disclosed below. The Company and Group intend to adopt these standards, if applicable, when they become effective. Unless otherwise stated, the Directors are assessing the possible impact of the following on the Financial Statements:
- Amendments to IAS 1 "Presentation of Financial Statements" require items that may be reclassified to the profit or loss section of the income statement to be grouped together within other comprehensive income (OCI). The amendments also reaffirm existing requirements that items in OCI and profit or loss should be presented as either a single statement or two consecutive statements. This is effective for annual periods beginning on or after 1 July 2012.
- IAS 19, 'Employee benefits', was amended in June 2011. The amendments eliminate the option to defer the recognition of gains and losses, known as the "corridor method"; streamline the presentation of changes in assets and liabilities arising from defined benefit plans, including requiring re-measurements to be presented in other comprehensive income; and enhance the disclosure requirements for defined benefit plans, providing better information about the characteristics of defined benefit plans and the risks that entities are exposed to through participation in those plans. The amendment becomes effective for annual periods beginning on or after 1 January 2013. The amendment has no impact on the Group.
- IFRS 10 "Consolidated Financial Statements" builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. This standard is effective for periods beginning on or after 1 January 2013.
- IFRS 11 "Joint Arrangements" provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form (as is currently the case). The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities. This standard is effective for periods beginning on or after 1 January 2013.
- IFRS 12 "Disclosure of Interests in Other Entities" is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. This standard is effective for periods beginning on or after 1 January 2013.
- IFRS 13 "Fair Value Measurement" improves consistency and reduces complexity by providing, for the first time, a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. It does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards. This standard is effective for periods beginning on or after 1 January 2013.
- Amendments to IFRS 1 "First-time Adoption of International Financial Reporting Standards" require that first-time adopters apply the requirements in IFRS 9 "Financial Instruments" and IAS 20 "Accounting for Government Grants and Disclosure of Government Assistance" prospectively to government loans existing at the date of transition to IFRSs. Entities may choose to apply the requirements retrospectively if the information needed to do so have been obtained at the time of initially accounting for the loan. This standard is effective for annual periods beginning on or after 1 January 2013, subject to EU endorsement. This is not expected to have an impact on the Group as IFRS has been historically used.
- Amendments to IFRS 7 "Financial Instruments: Disclosures" require disclosure of information that will enable users of financial statements to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated with the entity's recognised financial assets and recognised financial liabilities, on the entity's financial position. This standard is effective for annual periods beginning on or after 1 January 2013 and interim periods within those annual periods, subject to EU endorsement.
- Amendments to IFRS 10 "Consolidated Financial Statements", IFRS 11 "Joint Arrangements" and IFRS 12 "Disclosure of Interests in Other Entities" clarify the IASB's intention when first issuing the transition guidance in IFRS 10, provide similar relief in IFRS 11 and IFRS 12 from the presentation or adjustment of comparative information for periods prior to the immediately preceding period, and provide additional transition relief by eliminating the requirement to present comparatives for the disclosures relating to unconsolidated structured entities for any period before the first annual period for which IFRS 12 is applied. The amendments are effective for periods beginning on or after 1 January 2013, subject to EU endorsement.
- Amendments to IFRS 10 "Consolidated Financial Statements", IFRS 12 "Disclosure of Interests in Other Entities" and IAS 27 "Separate Financial Statements" define an investment entity and introduce an exception to consolidating particular subsidiaries for investment entities. These amendments require an investment entity to measure those subsidiaries at fair value through profit or loss in accordance with IFRS 9, 'Financial Instruments', in its consolidated and separate financial statements. The amendments also introduce new disclosure requirements for investment entities in IFRS 12 and IAS 27. The amendments are effective for periods beginning on or after 1 January 2014, subject to EU endorsement.
- IFRIC 20 "Stripping Costs in the Production Phase of a Surface Mine" clarifies when stripping costs incurred in the production phase of a mine's life should lead to the recognition of an asset and how that asset should be measured, both initially and in subsequent periods. This interpretation is effective for periods beginning on or after 1 January 2013.
- IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics for the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The Group is yet to assess IFRS 9's full impact and intends to adopt IFRS 9 no later than the accounting period beginning on or after 1 January 2015, subject to endorsement by the EU. The Group will also consider the impact of the remaining phases of IFRS 9 when completed by the Board.
- IAS 27 "Separate Financial Statements" replaces the current version of IAS 27 "Consolidated and Separate Financial Statements" as a result of the issue of IFRS 10 (see above). This revised standard is effective for periods beginning on or after 1 January 2013.
- IAS 28 "Investments in Associates and Joint Ventures" replaces the current version of IAS 28 "Investments in Associates" as a result of the issue of IFRS 11 (see above). This revised standard is effective for periods beginning on or after 1 January 2013.
- Amendments to IAS 32, 'Financial Instruments: Presentation', add application guidance to address inconsistencies identified in applying some of the criteria when offsetting financial assets and financial liabilities. This includes clarifying the meaning of "currently has a legally enforceable right of set-off" and that some gross settlement systems may be considered equivalent to net settlement. The Group is yet to assess the full impact of the amendments to IAS 32 and intends to adopt the amended standard no later than the accounting period beginning on or after 1 January 2014.
- 'Annual Improvements 2009 - 2011 Cycle' sets out amendments to various IFRSs as follows:
·; An amendment to IFRS 1, 'First-time Adoption' clarifies whether an entity may apply IFRS 1:
(a) if the entity meets the criteria for applying IFRS 1 and has applied IFRS 1 in a previous reporting period; or
(b) if the entity meets the criteria for applying IFRS 1 and has applied IFRSs in a previous reporting period when IFRS 1 did not exist.
·; The amendment to IFRS 1 also addresses the transitional provisions for borrowing costs relating to qualifying assets for which the commencement date for capitalization was before the date of transition to IFRSs.
·; An amendment to IAS 1, 'Presentation of Financial Statements' clarifies the requirements for providing comparative information:
(a) for the opening Statement of Financial Position when an entity changes accounting policies, or makes retrospective restatements or reclassifications; and
(b) when an entity provides Financial Statements beyond the minimum comparative information requirements.
·; An amendment to IAS 16, 'Property, Plant and Equipment' addresses a perceived inconsistency in the classification requirements for servicing equipment.
·; An amendment to IAS 32, 'Financial Instruments: Presentation' addresses perceived inconsistencies between IAS 12, 'Income Taxes' and IAS 32 with regard to recognizing the consequences of income tax relating to distributions to holders of an equity instrument and to transaction costs of an equity transaction.
·; An amendment to IAS 34, 'Interim Financial Reporting' clarifies the requirements on segment information for total assets and liabilities for each reportable segment.
The Group intends to adopt the amended standards no later than the accounting period beginning on or after 1 January 2013, subject to endorsement by the EU. These improvements are not expected to have an impact on the Group.
2.3 Basis of Consolidation
The Group Financial Statements consolidate the Financial Statements of Centurion Resources Plc and the audited management accounts of all of its subsidiary undertakings made up to 28 February 2013.
Subsidiaries are entities over which the Group has control. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Investments in subsidiaries are accounted for at cost less impairment.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. All significant intercompany transactions and balances between Group enterprises are eliminated on consolidation.
2.4 Going Concern
The Group's business activities together with the factors likely to affect its future development, performance and position are set out in the Chairman's Report on page 3. In addition, Notes 3 and 4 to the Financial Statements include the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit and liquidity risk.
The Financial Statements have been prepared on a going concern basis. Although the Group's assets are not generating revenues and an operating loss has been reported, the Directors believe that the Group has sufficient funds to undertake its operating activities over the next 12 months including any additional payment required in relation to its current exploration projects. The Group has financial resources which, the Directors believe, will be sufficient to fund the Group's committed expenditure both operationally and on various exploration projects for this time period. However, in order to complete other exploration work over the life of existing projects and as additional projects are identified additional funding will be required. The amount of funding is unforeseen at the point of approval of these Financial Statements and the Group will be required to raise additional funds either via an issue of equity or through the issuance of debt. The Directors are confident that funds will be forthcoming if and when they are required. Should additional funding not be forthcoming the Directors have agreed, if circumstances require, to defer payment of their fees until such time as adequate funding is received.
The Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the Group and Company financial statements.
2.5 Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions. No revenue is currently being generated.
Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
2.6 Foreign Currencies
(a) Functional and presentation currency
Items included in the Financial Statements of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the UK parent entity and UK subsidiary is Pound Sterling and the functional currency of the Austrian subsidiary is Euros. The Financial Statements are presented in Pound Sterling, rounded to the nearest pound, which is the Company's functional and Group's presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
·; assets and liabilities for each year end date presented are translated at the closing rate at the date of the Statement of Financial Position;
·; income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
·; all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.
2.7 Intangible assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral resources. Expenditure included in the initial measurement of exploration and evaluation assets and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production.
Exploration and evaluation assets are recorded and held at cost.
Exploration and evaluation assets are assessed annually for impairment. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas.
Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to the income statement.
2.8 Investments
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.
2.9 Property, Plant and Equipment
Property, Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight line basis at the following annual rates:
Office Equipment - 20% straight line
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other (losses)/gains' in the income statement.
2.10 Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment. Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
2.11 Financial Assets
a) Classification
The Group classifies its financial assets in the following categories: loans and receivables and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
(i) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets. The Group's loans and receivables comprise other receivables and cash and cash equivalents in the Statement of Financial Position.
(ii) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of the investment within 12 months of the end of the reporting period.
b) Recognition and measurement
Financial assets are initially recognised at fair value plus transaction costs. Financial assets are derecognised when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership. Available-for-sale financial assets are subsequently carried at fair value unless the Group is precluded from doing so as, in the case of unlisted equity securities, the range of reasonable fair value estimates is significant and the probabilities of the various estimates cannot be reasonably assessed. In such circumstances available-for-sale financial assets are held at cost and reviewed annually for impairment. Loans and receivables are subsequently carried at amortised cost using the effective interest method.
Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognised in other comprehensive income. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the Statement of Comprehensive Income as "gains and losses from investment securities."
Interest on available-for-sale securities calculated using the effective interest method is recognised in the Statement of Comprehensive Income as part of other income. Dividends on available-for-sale equity instruments are recognised in Statement of Comprehensive Income as part of other income when the Group's right to receive payments is established.
c) Impairment of financial assets
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired. A financial asset, or a group of financial assets, is impaired, and impairment losses are incurred, only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a "loss event"), and that loss event (or events) has an impact on the estimated future cash flows of the financial asset, or group of financial assets, that can be reliably estimated.
The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:
·; significant financial difficulty of the issuer or obligor;
·; a breach of contract, such as a default or delinquency in interest or principal repayments;
·; the disappearance of an active market for that financial asset because of financial difficulties;
·; observable data indicating that there is a measureable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio; or
·; for assets classified as available-for-sale, a significant or prolonged decline in fair value of the security below its cost.
For loans and receivables, the amount of the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset's original effective interest rate. The asset's carrying amount is reduced, and the loss is recognised in the Income Statement.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the Income Statement.
For assets classified as available-for-sale, the Group assesses at each reporting period whether there is objective evidence that a financial asset is impaired. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below it cost is one example that the asset is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss, measured as the difference between the acquisition cost and the current fair value, less any impairment loss on the financial previously recognised in profit or loss, is removed from equity and recognised in profit or loss. Impairment losses recognised in profit or loss on equity instruments are not reversed through profit or loss. If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through the Income Statement.
Financial liabilities comprise trade and other payables in the balance sheet, and are held at amortised cost.
2.12 Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value.
2.13 Compound Financial Instruments
Compound financial instruments issued by the Group comprise convertible loan notes that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value.
Where material, the liability component of a compound financial instrument is measured initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognised initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability in cash for at least 12 months after the end of the reporting period.
2.14 Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds provided there is sufficient premium available. Should sufficient premium not be available placing costs are recognised in the Income Statement.
Deferred shares are classified as equity. Deferred shares have no rights to receive dividends, or to attend or vote at general meetings of the Company and are only entitled to a return of capital after payment to holders of new ordinary shares of £100,000 per each share held.
2.15 Share Based Payments
The Group operates a number of equity-settled, share-based schemes, under which the entity receives services from employees or third party suppliers as consideration for equity instruments (options and warrants) of the Group. The fair value of the third party suppliers' services received in exchange for the grant of the options is recognised as an expense in the Income Statement or charged to equity depending on the nature of the service provided. The value of the employee services received is expensed in the Income Statement and its value is determined by reference to the fair value of the options granted:
·; including any market performance conditions;
·; excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and
·; including the impact of any non-vesting conditions (for example, the requirement for employees to save).
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Income Statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.
When the options are exercised, the Group issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised.
2.16 Trade Payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.
2.17 Taxation
Current tax is the tax currently payable based on the taxable profit for the year. Tax is recognised in other comprehensive income, except to the extent that it relates to items recognised in equity. In this case, the tax is also recognised in equity.
Deferred tax is recognised for using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled.
Deferred tax assets and liabilities are not discounted.
2.18 Operating leases
Leases of assets under which a significant amount of the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Operating lease payments are charged to the income statement on a straight-line basis over the period of the respective leases.
2.19 Finance income
Interest income is recognised on a time proportion basis, taking into account the principal amounts outstanding and the interest rates applicable.
3. Financial Risk Management
3.1 Financial Risk Factors
The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
Market Risk
(a) Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Euro and the British Pound. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group negotiates all material contracts for activities in relation to its subsidiaries in either British Pounds or Euros. The Group does not hedge against the risks of fluctuations in exchange rates. The volume of transactions is not deemed sufficient to enter into forward contracts. The Group has not sensitised the figures for fluctuations in foreign exchange rates as the Directors are of the opinion that these fluctuations would not have a significant impact on the financial statements of the Group at the present time. The Directors will continue to assess the effect of movements in exchange rates on the Groups financial operations and initiate suitable risk management measures where necessary.
(b) Price risk
The Group is exposed to equity securities price risk because of investments held by the Group, classified as available-for-sale. The Group is not exposed to commodity price risk. The Directors will revisit the appropriateness of this policy should the Group's operations change in size or nature.
(c) Interest rate risk
As the Group has no borrowings, it is not exposed to interest rate risk on financial liabilities. The Group's interest rate risk arises from its cash held on short-term deposit, which is not significant.
Credit Risk
Credit risk arises from cash and cash equivalents as well as outstanding receivables. Management does not expect any losses from non-performance of these receivables.
The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.
Liquidity Risk
In keeping with similar sized mineral exploration groups, the Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital. The Directors are confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.
3.2 Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to enable the Group to continue its exploration and evaluation activities. The Group has no debt at 28 February 2013 and defines capital based on the total equity of the Company. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares in order to raise further funds from time to time.
3.3 Fair Value Estimation
The table below analyses financial instruments carried at fair value, by valuation method. The level at which the financial instrument has been defined is as follows:
·; Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
The following table presents the Group's assets that are measured at fair value. The Group does not have any liabilities measured at fair value.
2013 | 2012 | ||||||||
Assets | Level 3 £ | Total £ | Level 3 £ | Total £ |
| ||||
Available-for-sale financial assets | 375,000 | 375,000 | - | - |
| ||||
Total assets | 375,000 | 375,000 | - | - |
| ||||
As the available-for-sale asset is non quoted and the inputs to calculate the above value is not based on observable market data, the instrument is included in Level 3.
The following table presents the changes in Level 3 instruments for the year ended 28 February:
2013 £ | 2012 £ | |||
Opening balance | - | - | ||
Additions into Level 3 | 375,000 | - | ||
Total assets | 375,000 | - |
4. Critical Accounting Estimates and Judgements
The preparation of the Financial Statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant items subject to such estimates and assumptions include, but are not limited to:
Impairment of exploration and evaluation costs
Exploration and evaluation costs have a carrying value at 28 February 2013 of £602,181 (2012: £Nil). Such assets have an indefinite useful life as the Group has a right to renew exploration licences and the asset is only amortised once extraction of the resource commences. Management tests annually whether exploration projects have future economic value in accordance with the accounting policy stated in note 2.7. Each exploration project is subject to an annual review by either a consultant or senior company geologist to determine if the exploration results returned during the year warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration long term metal prices, anticipated resource volumes and supply and demand outlook. In the event that a project does not represent an economic exploration target and results indicate there is no additional upside a decision will be made to discontinue exploration. The Directors have reviewed the estimated value of each project prepared by management and have concluded that no impairment charge is necessary.
Share based payment transactions
The Group has made awards of options and warrants over its unissued share capital to certain Directors as part of their remuneration package. Certain warrants have also been issued to shareholders as part of their subscription for shares and suppliers for various services received.
The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in note 15.
Available-for-sale financial assets
Available-for-sale financial assets have a carrying value at 28 February 2013 of £375,000 (2012: £Nil).
The fair value of financial instruments that are not traded in an active market (for example un-listed equity securities) is determined, where possible, by using valuation techniques. The Group follows the guidance of IAS 39 to determine when an available-for-sale equity investment is impaired. This determination requires significant judgement. In making this judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost; and the financial health of the short-term business outlook for the investee, including factors such as industry and sector performance and operational and financing cash flow.
Management has concluded that in the case of unlisted securities held as available-for-sale financial assets, the range of reasonable fair value estimates is significant and estimates cannot be reasonably assessed. In such circumstances the Group is precluded from measuring the instruments at fair value and have thus valued these investments at cost less impairment. This is relevant for the year ended 28 February 2013.
Convertible loan notes
Convertible loan notes are regarded as compound instruments, consisting of a liability component and an equity component. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt. The difference between the proceeds of issue of the convertible loan notes and the fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the Company, is included in equity.
The interest expense on the liability component is calculated by applying the prevailing market interest rate for similar non-convertible debt to the liability component of the instrument. The difference between this amount and the interest paid is added to the carrying amount of the convertible loan note.
5. Segment Information
Management has determined the operating segments based on reports reviewed by the Board of Directors that are used to make strategic decisions. During the year the Group had interests in two geographical segments; the United Kingdom, and Austria. Activities in the UK are mainly administrative in nature whilst the activities in Austria relate to exploration and evaluation work.
The Group had no turnover during the year.
2013 | Austria £ | UK £ | Intra-segment balances £ | Total £ | |
Administrative expenses | (15,586) | (542,196) | - | (557,782) | |
Gain on foreign exchange | - | 44,909 | - | 44,909 | |
Loss from operations per reportable segment | (15,586) | (497,287) | - | (512,873) | |
Additions to non-current assets | 602,181 | 375,000 | - | 977,181 | |
Reportable segment assets | 610,537 | 1,532,064 | (616,483) | 1,526,118 | |
Reportable segment liabilities | (611,976) | (279,674) | (602,181) | (289,469) | |
2012 | UK £ | Intra-segment balances £ | Total £ | ||
Administrative expenses | (421,994) | - | (421,994) | ||
Gain on foreign exchange | - | - | - | ||
Loss from operations per reportable segment | (421,994) | - | (421,994) | ||
Additions to non-current assets | - | - | - | ||
Reportable segment assets | 50,643 | - | 50,643 | ||
Reportable segment liabilities | (86,188) | - | (86,188) |
A reconciliation of adjusted loss from operations per reportable segment to loss before taxation is provided as follows:
2013 £ | 2012 £ | |
Loss from operations per reportable segment | (512,873) | (421,994) |
Finance income | 113 | 90 |
Loss for the year before taxation | (512,760) | (421,904) |
6. Operating Loss
The operating loss is stated after charging: | Group | |
2013 £ | 2012 £ | |
Depreciation | 729 | 408 |
Share option costs | 117,110 | - |
Operating lease charges | 36,000 | 30,000 |
During the year, the Group (including overseas subsidiaries) obtained the following services from the Company's auditors and its associates:
Group | ||
2013 £ | 2012 £ | |
Fees payable to the Company's auditor and its associates for the audit of the Parent Company and Consolidated Financial Statements | 12,000 | 10,000 |
Fees payable to the Company's auditor for tax compliance services | 1,000 | 1,500 |
7. Property, Plant and Equipment
Group | Company | ||||||
Computer equipment £ | Computer equipment £ | ||||||
Cost | |||||||
As at 1 May 2011 | - | - | |||||
Additions | 1,459 | 1,459 | |||||
As at 29 February 2012 | 1,459 | 1,459 | |||||
Additions | - | - | |||||
As at 28 February 2013 | 1,459 | 1,459 | |||||
Depreciation | |||||||
As at 1 May 2011 | - | - | |||||
Charge for the year | 408 | 408 | |||||
As at 29 February 2012 | 408 | 408 | |||||
Charge for the year | 729 | 729 | |||||
As at 28 February 2013 | 1,137 | 1,137 | |||||
Net book value as at 1 May 2011 | - | - | |||||
Net book value as at 29 February 2012 | 1,051 | 1,051 | |||||
Net book value as at 28 February 2013 | 322 | 322 | |||||
Depreciation expense of £729 has been charged in administration expenses.
8. Intangible Assets
Exploration and evaluation assets are all internally generated.
Group | ||
Exploration & Evaluation Assets - Cost and Net Book Value | 2013 £ | 2012 £ |
At 1 March | - | - |
Additions | 7,272 | - |
Acquired through acquisition of licences (at fair value) | 550,000 | - |
Exchange rate movements | 44,909 | - |
At 28 February | 602,181 | - |
Exploration projects in Austria are at an early stage of development and no JORC (Joint Ore Reserves Committee) or non-JORC compliant resource estimates are available to enable value in use calculations to be prepared. The Directors therefore undertook an assessment of the following areas and circumstances that could indicate the existence of impairment:
• The Group's right to explore in an area has expired, or will expire in the near future without renewal;
• No further exploration or evaluation is planned or budgeted for;
• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves; and
• Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.
Following their assessment the Directors concluded that no impairment of exploration and evaluation assets was necessary during the year ended 28 February 2013.
9. Investments in Subsidiary Undertakings
Company | ||
2013 £ | 2012 £ | |
Shares in Group Undertakings | ||
At 1 March 2012 | - | - |
At 28 February 2013 | - | - |
Loans to Group undertakings | 616,482 | - |
Total | 616,482 | - |
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.
Details of Subsidiary Undertakings
Name of subsidiary | Place of establishment | Parent company | Registered capital | Share capital held | Principal activities |
Centurion Universal Limited | United Kingdom | Centurion Resources Plc | Ordinary shares £1 | 100% | Holding |
Centurion Resources GmbH(1) | Austria | Centurion Resources Plc | Ordinary shares €17,500 | 100% | Exploration |
(1) Wholly owned subsidiary of Centurion Universal Limited.
10. Available-for-Sale Financial Assets
Group | Company | ||||
2013 £ | 2012 £ | 2013 £ | 2012 £ | ||
At 1 March | - | - | - | - | |
Additions | 375,000 | - | 375,000 | - | |
At 28 February | 375,000 | - | 375,000 | - | |
Less: non-current portion | (375,000) | - | (375,000) | - | |
Current portion | - | - | - | - |
All available-for-sale financial assets are unlisted equity securities based in Montenegro Please see note 24 for further details.
11. Trade and Other Receivables
Group | Company | ||||
2013 £ | 2012 £ | 2013 £ | 2012 £ | ||
Prepayments | 3,453 | 3,007 | 3,453 | 3,007 | |
VAT receivable | 49,512 | 15,358 | 44,980 | 15,358 | |
52,965 | 18,365 | 48,433 | 18,365 |
Trade and other receivables are all due within one year. The fair value of all receivables is the same as their carrying values stated above.
At 28 February 2013 all trade and other receivables were fully performing.
The carrying amounts of the Group and Company's trade and other receivables are denominated in the following currencies:
Group | Company | ||||
2013 £ | 2012 £ | 2013 £ | 2012 £ | ||
UK Pounds | 48,433 | 18,365 | 48,433 | 18,365 | |
Euros | 4,532 | - | - | - | |
52,965 | 18,365 | 48,433 | 18,365 |
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.
12. Cash and Cash Equivalents
Group | Company | ||||
2013 £ | 2012 £ | 2013 £ | 2012 £ | ||
Cash at bank and in hand | 495,650 | 31,227 | 491,827 | 31,227 |
All of the Company's cash at bank is held with institutions with an AA credit rating.
13. Trade and Other Payables
Group | Company | ||||
2013 £ | 2012 £ | 2013 £ | 2012 £ | ||
Trade payables | 14,966 | 15,838 | 9,262 | 15,838 | |
Other creditors | 4,090 | - | 1 | - | |
Accrued expenses | 270,413 | 70,350 | 270,413 | 70,350 | |
289,469 | 86,188 | 279,676 | 86,188 |
Accrued expenses include amounts due of £7,272 (2012: £nil) in relation to exploration and evaluation activities.
14. Share Capital
Authorised
2013 | Number | £ |
Ordinary shares of 0.2 p each | 2,500,000,000 | 5,000,000 |
2012 | Number | £ |
Ordinary shares of 0.2 p each | 2,500,000,000 | 5,000,000 |
Issued - Group and Company
| Number of shares | Ordinary shares £ | Share premium £ | Total £ |
Issued and fully paid | ||||
At 1 May 2011 | 1,043,148,027 | 1,043,148 | 6,197,225 | 7,240,373 |
Transferred to deferred shares | (990,990,626) | (938,833) | - | (938,833) |
At 29 February 2012 | 52,157,401 | 104,315 | 6,197,225 | 6,301,540 |
Issue of new shares - 13 August 2012 | 4,400,000 | 8,800 | 35,200 | 44,000 |
Issue of new shares - 12 November 2012 (1) | 173,419,296 | 346,838 | 1,205,511 | 1,552,349 |
As at 28 February 2013 | 229,976,697 | 459,953 | 7,437,936 | 7,897,889 |
(1) Includes issue costs of £125,835
On 13 August 2012, the Company issued 4,400,000 new ordinary shares of 0.2 pence each fully paid at 1 pence per share as consideration for deferred and unpaid director fees.
On 12 November 2012 the Company's shares were admitted to trading on AIM (the 'Admission'). The Company raised £1,000,000 through the issue of 100,000,000 ordinary shares of 0.2 pence each fully paid at 1 pence.
On the same date and in connection with the Admission the Company also issued the following:
·; 55,000,000 new ordinary shares of 0.2 pence per share fully paid as consideration for the 80 per cent holding in the Mitterberg copper project in Salzburg, Austria;
·; 16,819,296 new ordinary shares of 0.2 pence per share fully paid on conversion of the convertible loan note, associated interest and exit ratchet; and
·; 1,600,000 new ordinary shares of 0.2 pence each fully paid at 1 pence per share as consideration for deferred and unpaid director fees.
15. Share Based Payments
Share options and warrants outstanding and exercisable at the end of the year have the following expiry dates and exercise prices:
Shares | |||||
Expiry Date | Exercise price in £ per share | 2013 | 2012 | ||
22 March 2012 | 0.020 | - | 99,696 | ||
4 July 2012 | 0.050 | - | 25,795,431 | ||
31 March 2013 | 1.800 | 527,468 | 527,468 | ||
31 March 2013 | 2.000 | 99,056 | 99,056 | ||
12 November 2015 | 0.007 | 16,819,296 | - | ||
12 November 2017 | 0.010 | 36,843,660 | - | ||
54,289,480 | 26,521,651 |
The Company and Group have no legal or constructive obligation to settle or repurchase the options in cash.
The fair value of the share options and warrants was determined using the Black Scholes valuation model. The parameters used are detailed below:
2012 Options & Warrants | 2012 Warrants | 2008 Options & Warrants | |
Granted on: | 12/11/2012 | 12/11/2012 | 31/03/2008 |
Life (years) | 5 years | 3 years | 5 years |
Share price (pence per share) | 1.13p | 1.13p | 9.95p |
Risk free rate | 2.25% | 2.25% | 4.45% |
Expected volatility | 29.74% | 29.74% | 30.51% |
Expected dividend yield | - | - | - |
Marketability discount | 20% | 20% | - |
Total fair value (£000) | 117 | 72 | 389 |
The expected volatility is based on historical share price volatility of similar AIM listed entities for the 6 months prior to the date of granting. This is considered to be the most reasonable measure of expected volatility, given the relatively brief trading history of the Company available.
The risk free rate of return is based on zero yield government bonds for a term consistent with the option life.
A reconciliation of options and warrants granted over the year to 28 February 2013 is shown below:
2013 | 2012 | ||||
Number | Weighted average exercise price (£) | Number | Weighted average exercise price (£) | ||
Outstanding as at 1 March | 26,521,652 | 0.0920 | 525,433,026 | 0.0046 | |
Warrants returned during the period | - | - | 5,000,000 | 0.0025 | |
Adjustment for share consolidation | - | - | (503,911,374) | - | |
Expired | (25,895,128) | 0.0499 | - | - | |
Granted | 53,662,956 | 0.0090 | - | - | |
Outstanding as at 28 February | 54,289,480 | 0.0300 | 26,521,652 | 0.0920 | |
Exercisable at 28 February | 54,289,480 | 0.0300 | 26,521,652 | 0.0920 |
2013 | 2012 | |||||||
Range of exercise prices (£) | Weighted average exercise price (£) | Number of shares | Weighted average remaining life expected (years) | Weighted average remaining life contracted (years) | Weighted average exercise price (£) | Number of shares | Weighted average remaining life expected (years) | Weighted average remaining life contracted (years) |
0 - 0.05 | 0.0090 | 53,662,956 | 4.71 | 4.71 | 0.0500 | 25,895,128 | 1.08 | 1.08 |
0.05 - 2.00 | 1.8316 | 626,524 | 0.08 | 0.08 | 1.8316 | 626,524 | 0.34 | 0.34 |
No options or warrants were exercised during the period. The total fair value has resulted in a charge to the Income Statement for the year ended 28 February 2013 of £117,110 (2012: £Nil) and a charge to Share Premium of £71,658 (2012: £Nil).
16. Other Reserves
Group | |||||
Shares to be Issued £ | Redemption Reserve £ | Merger Reserve £ | Total £ |
| |
At 1 May 2011 | 12,500 | 36,463 | 166,000 | 214,963 |
|
Shares returned to investor | (12,500) | - | - | (12,500) |
|
At 29 February 2012 | - | 36,463 | 166,000 | 202,463 |
|
At 28 February 2013 | - | 36,463 | 166,000 | 202,463 |
|
On 9 December 2010, warrants to acquire 5,000,000 ordinary shares of 0.1 pence each in the Company were exercised. The exercise price for the warrant shares was 0.25 pence per share, which was received by the Company. At the time these warrants were exercised the Company was suspended from trading and as such application could not be made for the shares to be admitted to trading on AIM. On 17 June 2011 the Company's shares were delisted from AIM, hence the warrants were cancelled and on 21 June 2011 the Company returned the warrant money to the holder.
On 7 May 2010, at the Annual General Meeting, the shareholders approved the restructuring of the Company's equity whereby each existing ordinary share of 1p was converted into 1 new ordinary share of 0.1p and 9 deferred shares of 0.1p each. The deferred shares have no rights to receive dividends, or to attend or vote at general meetings of the Company and are only entitled to a return of capital after payment to holders of new ordinary shares of £100,000 per each share held.
On 7 May 2010 the Company repurchased 36,463,000 of its own ordinary shares of 0.1 pence per share for a consideration of £50,000. On the same date, the Company cancelled the shares and credited their nominal value to a capital redemption reserve within equity. The amount paid to repurchase the shares has been offset against distributable reserves of the Company as detailed in the Statement of Changes in Equity.
17. Employees
The Company had no full time employees during the year. The Directors and Company Secretary provided professional services as required on a part-time basis. Details of Directors' fees are disclosed in Note 18.
18. Directors' Remuneration
Directors' Fees | Options Issued | ||||
| 2013 £ | 2012 £ | 2013 £ | 2012 £ | |
Executive Directors | |||||
Alastair Clayton | 11,045 | - | 31,785 | - | |
Non-executive Directors | |||||
Robert Hyndes | 24,000 | 20,000 | 12,714 | - | |
Greg Kuenzel | 24,000 | 20,000 | 19,071 | - | |
Peter Landau | 7,200 | - | 23,839 | - | |
Nicholas Lee | 6,000 | 20,000 | - | - | |
Anthony Roberts | 16,000 | 8,000 | 12,714 | - | |
88,245 | 68,000 | 100,123 | - |
No pension benefits are provided for any Director.
19. Finance Income
Group | ||
2013 £ | 2012 £ | |
Interest received from Bank | 113 | 90 |
Finance Income | 113 | 90 |
20. Income Tax Expense
No charge to taxation arises due to the losses incurred.
Group | ||
Income tax expense | 2013 £ | 2012 £ |
Analysis of tax charge | ||
Current tax charge for the year | - | - |
Deferred tax charge/(credit) for the year | - | - |
Tax on loss for the year | - | - |
The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to the profits of the consolidated entities as follows:
Group | ||
2013 £ | 2012 £ | |
Loss before tax | (512,760) | (421,904) |
Tax at the applicable rate of 24.58% (2012: 26%) | (126,037) | (109,695) |
Effects of: | ||
Expenditure not deductible for tax | 53,572 | 68,648 |
Depreciation in excess of/(less than) capital allowances | 56 | (273) |
Net tax effect of losses carried forward | 72,409 | 41,320 |
Tax charge | - | - |
Due to changes in UK tax legislation the applicable tax rate has changed from 26% to 24% with effect from 1 April 2012. The weighted average applicable tax rate of 24.58% (2012: 26%) used is a combination of the 24.17% standard rate of corporation tax in the UK pro-rata across the 2011/12 and 2012/13 tax years and 25% Austrian corporation tax.
The Group has tax losses of approximately £2,055,000 (2012: £1,760,000) available to carry forward against future taxable profits. The Company has tax losses of approximately £2,039,000 (2012: £1,760,000) available to carry forward against future taxable profits. No deferred tax asset has been recognised on accumulated tax losses because of uncertainty over the timing of future taxable profits against which the losses may be offset.
21. Loss per Share
Group
The calculation of the total basic loss per share of 0.482 pence (2012: Company 0.809 pence) is based on the loss attributable to equity owners of the parent company of £512,760(2012: £421,904) and on the weighted average number of ordinary shares of 106,356,588 (2012: 52,157,401) in issue during the period.
Company
The calculation of the total basic loss per share of 0.467 pence (2012: loss of 0.809 pence) is based on the loss attributable to ordinary shareholders of £497,183 (2012: £421,904) and on the weighted average number of ordinary shares of 106,356,588 (2012: 52,157,401) in issue during the period.
In accordance with IAS 33, basic and diluted earnings per share are identical as the effect of the exercise of share options would be to decrease the loss per share. Details of share options that could potentially dilute earnings per share in future periods are set out in Note 15.
22. Expenses by nature
Group |
| ||
2013 £ | 2012 £ |
| |
| |||
Directors' fees | 88,245 | 68,000 | |
Employee salaries | 3,200 | 10,000 | |
AIM related costs (including Public Relations) | 85,725 | - | |
Establishment expenses | 41,096 | 34,560 | |
Travel & subsistence | 12,607 | 11,098 | |
Professional & consultancy fees | 83,824 | 235,888 | |
(Gain) / Loss on foreign exchange | (44,909) | - | |
Depreciation | 729 | 408 | |
Share option expenses | 117,110 | - | |
Other expenses | 125,246 | 62,040 | |
Total operating loss | 512,873 | 421,994 |
23. Commitments
(a) Royalty agreements
As part of the contractual arrangement with Thames Mining Limited ('Thames Mining') the Group has agreed to pay a royalty on revenue from mineral sales arising from mines developed by Centurion Resources GmbH and covered by the Mitterberg Copper Exploration Licences (the 'Licences') acquired by the Company. Under the terms of the Royalty Agreement between Thames Mining and the Company, the Group shall pay a 2 per cent royalty on revenue from all mineral sales less permitted deductions generated from revenue in connection with the Licences. The royalty agreement includes a right of first refusal granted in favour of Thames Mining whereby it is given the opportunity to buy back the Licences in the event that it is proposed to be sold by the Company.
(b) Operating lease commitments
The Group leases office premises under a non-cancellable operating lease agreement. The lease was on an initial fixed term of two years automatically renewable at the end of the lease period for a further two year fixed term, which occurred on 1 February 2013. The lease expenditure charged to the Income Statement during the year is disclosed in note 6.
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
Group |
| ||
2013 £ | 2012 £ |
| |
| |||
Not later than one year | 36,000 | 30,000 | |
Later than one year but not later than five years | 33,000 | - | |
Total lease commitment | 69,000 | 30,000 |
24. Related Party Transactions
Loans to Group undertakings
Amounts receivable as a result of loans granted to subsidiary undertakings are as follows:
Group | ||
2013 £ | 2012 £ | |
Centurion Universal Limited | 14,300 | - |
Centurion Resources GmbH | 602,182 | - |
616,482 | - |
These amounts are interest free and repayable in Euros when sufficient cash resources are available in the subsidiaries.
All intra Group transactions are eliminated on consolidation.
Other Transactions
Heytesbury Capital Limited, a company of which Gregory Kuenzel is a Director and beneficial owner, was paid a fee of £14,500 (2012: £nil) for the provision of administrative and receptionist services to Centurion Resources Plc. No balance was outstanding at the year-end.
During the year, Noricum Gold Limited and Noricum Gold AT GmbH, of which Gregory Kuenzel is a Director of both companies, paid for exploration costs on behalf of Centurion Resources GmbH for £3,760 and £3,512 respectively. The cumulative amount £7,272 was outstanding at the year end.
During the year, Centurion Resources Plc issued acquired a 10% investment in North Mining D.O.O for £375,000. North Mining D.O.O is a Montenegrin and 90% owned subsidiary of Balamara Resources Limited. Alastair Clayton was a Director of Balamara Resources Limited until 25 February 2013. The investment has been classified as an available-for-sale financial asset included within Note 10.
25. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
26. Events after the Reporting Date
On 2 July 2013 the Company raised £200,000 through the issue of 20,000,000 new ordinary shares of 0.2 pence each in the capital of the Company with new shareholders at a price of 1p per share.
On the same date the Company terminated its proposed acquisition of a 10% interest in North Mining D.O.O for strategic reasons. As entitled per the sale and purchase agreement the Company will receive 110% of the acquisition price paid from the seller, the return to the Company from the seller being £412,500.
Related Shares:
JAY.L