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Final Results

25th Aug 2011 07:00

RNS Number : 9867M
Triple Plate Junction Plc
25 August 2011
 



 25 August 2011

 

Triple Plate Junction PLC

(the "Company" or "TPJ")

 

RESULTS FOR THE YEAR ENDED 31 MARCH 2011

 

TPJ, the AIM listed gold exploration company focussed on South East Asia, today announces its results for the year ended 31 March 2011.

 

Highlights:

 

·; The Company's projects in highly prospective Papua New Guinea continue to advance:

o Newmont has commenced drilling at our Morobe project;

o We expect Newcrest to commence drilling before the end of 2011 at our Manus Island project;

o Gold Anomaly has completed over 3,000 metres of drilling at our Crater Mountain project; and

o Barrick is undertaking additional field work at Wamum with a view to identifying drill targets.

 

·; Our projects with Newmont and Barrick are on our ground which abuts the Wafi-Golpu property where the Newcrest-Harmony joint venture has identified 40 million ounces of gold and 15 million tonnes of copper.

 

Tony Shearer, Chairman of TPJ comments:

"A great deal has been achieved over the last year, and the prospects for the Company are very encouraging. Significant progress is being made at three of our four projects in Papua New Guinea, and in addition the work carried out by Barrick at Wamum and by us in Vietnam is currently being assessed to determine the best way forward. There is a lot to do over the next year for us to take advantage of these opportunities, and the Board believes that we now have the right team in the right roles to enable us to accomplish this."

 

 

For further information please contact:

 

Triple Plate Junction Plc:

Fraser McGee

Tel: + 44 (0) 7775 693237

Daniel Stewart & Company Plc (Nomad):

Antony Legge/Oliver Rigby

Tel: + 44 (0) 20 7776 6550

Financial Dynamics

Ben Brewerton/Oliver Winters

Tel: + 44 (0) 20 7831 3113

 

 

 

Chairman's Statement

 

I am pleased to present my second Annual Report statement since being appointed Chairman of Triple Plate Junction. The first was written a year ago after I had been on the Board for less than three months, and identified a considerable number of things that the newly constituted Board needed to do. Not the least of these was to raise some money so that the Company could pursue the opportunities that were available. We raised £2.5 million in November 2010, sufficient to see us through to the later part of 2011.

 

We have accomplished much of the tasks that we set ourselves, and as a result the Group is back on a firm footing. Most importantly we have re-established good working relationships with our four joint venture partners, making a number of site visits, and have also carried out exploration work in Vietnam.

 

The core of the Company is the four joint venture projects that we have in Papua New Guinea and the exploration licences that we hold in Vietnam. I am pleased to say that we have made a lot of progress on these projects in the last year, and this progress, and the reasons for our optimism, are summarised in Fraser McGee's Chief Executive Review of the Group.

 

 

Newmont

 

During November and December 2010 the Board received two approaches from Newmont to purchase the Company. After extensive discussions with Newmont, the Board, advised by Daniel Stewart & Company and Cobbett's, determined that neither of these approaches was at a price that the Board could recommend to its shareholders, and accordingly Newmont decided not to proceed. We have continued to have good relationships with Newmont both at the operating level of the joint venture that we have with them in Papua New Guinea, and also at a corporate level. We look forward to their continued support for the Company and the Board.

 

 

Composition of the Board and Officers

 

The last year has been an exceptionally busy and testing time for the Board, and I am very grateful to all my colleagues who have served on the Board during the year for all their wisdom, time and commitment.

 

Bill Howell retires from the Board at the Annual General Meeting on 30 September and is not standing for re-election. Bill will continue working for the Group in the same capacity; he just will not be a Director of Triple Plate Junction plc. Bill was first appointed as a Director in 2004 and has been the cornerstone of the Group ever since, including seeing it through some pretty bleak periods a year or two ago. I am very grateful that Bill will continue to add his knowledge, experience and wisdom to the Group.

 

The Board currently comprises Fraser McGee (Chief Executive), Bill Howell (Exploration Director) who lives in Vietnam, Chris Goss (Non-Executive Director) and me (Non-Executive Chairman). During the period since the Board was re-constituted on 1 June 2010 Patrick Gorman and Terry Cross have also been Directors.

 

Advisory Board

 

In January 2011 the Board created an Advisory Board to provide the Group Board with additional and focused specialist technical skills and knowledge. This Advisory Board comprises Patrick Gorman (Chairman), John Catchpole and Bill Howell. It has met about once every week since then, and has provided key specialist expertise to Fraser McGee and the Group Board, and I am very grateful to its members for their invaluable help.

 

Conclusion

 

A great deal has been achieved over the last year, and the prospects for the Company are very encouraging. Significant progress is being made at three of our four projects in Papua New Guinea, and in addition the work carried out by Barrick at Wamum and by us in Vietnam is currently being assessed to determine the best way forward. There is a lot to do over the next year for us to take advantage of these opportunities, and the Board believes that we now have the right team in the right roles to enable us to accomplish this.

 

I hope that you will be able to attend the Annual General Meeting on 30 September 2011, when my colleagues and I hope to meet you and to update you on our progress.

 

Tony Shearer, 24 August 2011

 

 

 

Review of the Group

 

Introduction and Background 

 

The Company explores for gold and copper in Papua New Guinea ("PNG") and Vietnam with four assets held with joint venture partners in PNG and a further single project in Vietnam which is operated solely by the Company.

 

Significant progress has been made this year with the new management having successfully completed the recovery plan for the business of the Company, including the raising of £2.5 million in November 2010.

 

The new funds raised in November 2010 have enabled us to undertake a number of essential actions including visiting each of the Company's project sites and re-establishing important working relationships with each of our joint venture partners with a view to progressing the development of each of the assets, which we will continue to build upon. To date the re-establishment of our constructive and positive working relationships with our partners has brought the Company to the position where we are now drilling with Newmont at Hides Creek, have completed the helicopter geo-magnetic survey across the entire property at Manus Island with Newcrest with a view to commencing drilling during the fourth quarter of 2011, have seen Barrick undertake further field work with a view to seeking an increased budget to undertake a drilling programme at Wamum, and expand and continue to progress the drilling programme at Crater Mountain with Gold Anomaly.

 

In respect of natural resource developments in PNG the significance of the continuing growth of the Newcrest-Harmony joint venture at Wafi-Golpu in terms of extent and grade of mineralisation (40 million ounces of gold and 15 million tonnes of copper as at April 2011, with intersections including 883 metres at 2.15% copper and 2.23 grammes per tonne of gold, and 628 metres at 2.82% copper and 3.06 grammes per tonne of gold) has had a positive material effect upon mining operators in the country. Of particular note for TPJ in relation to these bonanza grades and intersections is the fact that each of our projects with Newmont and Barrick is on our ground which abuts the Wafi-Golpu property, which from a "nearology" basis alone is of great interest. The terrain and topography in PNG means that whilst exploration costs are high it is clear from the results from this and other surrounding projects that the potential for significant returns exist, and we are consequently looking forward to the drilling results from the Hides Creek prospect with Newmont, and exploration progress at the Wamum prospect area with Barrick during the next few months.

 

Significant exploration is also being carried out at our other joint venture projects in PNG; on Manus Island with Newcrest and at Crater Mountain with Gold Anomaly.

 

We are in line with, and expect to continue to stay within, the annual budget and continue to examine opportunities for acquiring and operating new pre-development stage assets in the SE Asia region. The details and ownership of the projects are set out below.

 

 

The Projects

 

Papua New Guinea 

Newmont (Morobe)

Newmont have completed Phase 1 at a cost of $6 million to acquire 51% of the project, over 2 years ahead of the backstop deadline. They served the Company with notice in September 2010 that they intended to proceed with Phase 2 of the agreed venture which would give them an additional 19% on the basis that they spend a further US$9 million at the project by 23 December 2014 or by completing a feasibility study report. After that time TPJ (through its wholly owned PNG subsidiary Terenure Limited) could elect to have Newmont solely fund all project expenditure until commencement of commercial production; in that event Newmont's interest would increase from 70% to 75% and TPJ's then undilutable carried 25% share of the project and the related development expenditures would be repaid with interest (at a rate of Libor plus 4%) out of 90% of the venture distributions. Alternatively TPJ may elect to maintain and fund its 30% share of the funding.

 

The diamond drill programme at Hides Creek, being the first target within the joint venture partnership territory, commenced towards the end of July 2011 with a proposed initial programme of a total of 3,000 metres. This programme is expected to be completed during September with results to be delivered during the fourth quarter of the year.

 

Newcrest (Manus Island)

TPJ, through its wholly owned PNG subsidiary Terenure Limited, currently holds a 75.98% interest in the tenements in joint venture with Pacrim Energy Limited ("PRE", 13.43%) and Golden Success Limited ("GSL", 10.59%). In November 2010, TPJ finalised a joint venture agreement with Newcrest which granted them, as the JV manager, the right to earn in for 80% of TPJ's participating interest (leaving TPJ with an interest of 15.20%) by funding A$6 million of project expenditure over the first five years of the joint venture, of which at least A$1 million of project expenditure must be funded within the first two years. The JV budget provided during July 2011 details project expenditure of A$5million for 2011/2012. PRE and GSL may each contribute project expenditure in proportion to their participating interests or each dilute to a 10% carried interest up until a decision to mine, carried at Newcrest's sole expense.

 

Newcrest commenced a helicopter-bourne geophysical survey together with a programme of mapping and sampling over the entire joint venture property towards the end of June 2011. The results are expected to be collated and reviewed in readiness to commence a diamond drilling programme for a total of 3,000 metres over two targeted sites at Manus Island during the fourth quarter of 2011.

 

Barrick (Wamum)

Barrick earned 80% in the joint venture in consideration for investing A$5 million into the project. They have spent approximately A$ 9.5 million in total to date, and TPJ, through Terenure, had not historically contributed its pro rata share of the project funding beyond the A$5 million and has consequently been diluted below its original 20%. TPJ now holds approximately 12.14% after contributing a total of £6,000 during April and July 2011 as its share of the project costs for the first half of 2011 to maintain its current interest level, and will be required to continue to contribute going forward to avoid further dilution; in the event that TPJ dilutes below 5% the interest converts into a Net Smelter Return of 1%.

 

Barrick are reviewing all historically gathered data from the joint venture properties and undertaking additional field work at each of McCleans South, McCleans North and Inzad with a view to define better their targets for further work.

 

Gold Anomaly (Crater Mountain)

Gold Anomaly has completed the work required under Phase 2 to earn in for 70% of the joint venture. As a result the Company will now be required to contribute it's pro rata share (~18.6%) to maintain its interest. At the completion of Phase 2, TPJ, through Terenure, together with Celtic Minerals, owned 20% under the terms of its agreement. TPJ calculates that Celtic Minerals holds a maximum of 1.4% out of this 20%, though Celtic Minerals have indicated that they may dispute this calculation. The TSX-V listed company New Guinea Gold Corporation ("NGG") which holds the remaining 10% of the project has agreed to sell its interest to Gold Anomaly, subject to certain conditions precedent which have yet to be satisfied. Celtic and NGG were part of an earlier joint venture with TPJ. If TPJ were not to contribute and diluted further, it has a minimum non-dilutable share of 10% up to feasibility stage. The Government of Papua New Guinea has yet to approve these changes in ownership of the Crater Mountain licences.

 

Phases 2 and 3 of the programme have seen the completion of approximately 2,650 metres of drilling in total. Gold Anomaly are currently engaged in Phase 4 of the work programme which has been announced as an additional total of 10,000 metres of drilling, the budget for which is to be agreed before the Company commits to investing capital to maintain its position. In July 2011 Gold Anomaly announced the following results, which confirm the project's shallow high grade gold potential: 2 metres at 98.20 grammes per tonne (which is 3.16 ounces per tonne) gold from a depth of 74 metres to 76 metres; a broad zone of 46 metres at 5.90 grammes per tonne gold (uncut grade) from a depth of 44 metres to 90 metres; and a second zone of 6 metres at 3.16 grammes per tonne gold from a depth of 118 metres to 124 metres.

 

Vietnam 

TPJ carried out significant exploration at our Pu Sam Cap project in Vietnam from 2005 to 2009. Under Vietnam's Mineral Law the Company's licences expired in accordance with a maximum four year exploration term and were successfully re-issued for a further two years in July 2010 following which TPJ commenced an agreed exploration work programme including diamond drilling. The drilling results from a total of 1,482 metres drilled in five holes were announced on 29 July 2011 and we are currently working to review and determine what the next stage of the project will be. TPJ has 70% of the project, with central and provincial Government agencies together holding the remaining 30%.

 

Financial position

The attached financial statements set out the financial results for the Group for the year ended 31 March 2011 and the financial position as at that date. During the last financial year we have settled the liabilities claimed by the former Directors and also those owing to Bill Howell, and spent approximately 198,000 on exploration in Vietnam. The only contributions that we have made so far in 2010 and 2011 to any of the four joint venture projects in Papua New Guinea was a total of £6,000 during April and July 2011 in respect of our joint venture with Barrick. In these statements the Board has resolved to take the prudent step of writing down to nil the above-mentioned Vietnam exploration costs incurred during the year, even though we consider that there is still value to be obtained from this project.

 

The group's financial position as at 19th August 2011 is that bank balances stand at just over £1.1 million and liabilities are £200,000.

 

 

The environment, health and safety, and social responsibilities

TPJ maintains a strong awareness of its responsibilities towards the environment and existing social structures in the jurisdictions in which it operates. Careful attention is given to ensure that all exploration work is carried out in accordance with the relevant mining, health and safety and environmental legislation and regulatory guidelines.

 

Conclusion

After having participated in the completion of the successful recovery plan I am focused on and looking forward to the year ahead. I remain buoyed by the continuing strong commodity prices (with each of gold and copper reaching recent record highs), with analysts reporting little sign of any slowdown in global demand, and in particular the expected continuing demand pull from each of the "BRIC countries" (Brazil, Russia, India and China).

 

Over the coming months we will see from PNG the first drill results from our venture with Newmont from the initial target on our property at Hides Creek (with others to follow). During the same time period I expect drilling to be commenced at Manus Island with Newcrest, to be able to announce continuing results from the extended and on-going drill programme at Crater Mountain with Gold Anomaly, and be in a position to announce the direction of our project at Wamum with Barrick.

 

Whilst the Company has come through a number of challenges over the past twelve months a considerable amount of time and effort will be required going forward to maintain the positive momentum that the business has built up. The Board believes we are now well placed to do just that, and to continue to build upon and develop the assets of TPJ for the benefit of our investors.

 

Finally I would like to thank all our consultants, partners, shareholders, and the local communities in which we operate for their support. I look forward to us continuing to work together successfully during 2011 and 2012.

 

Fraser McGee, 24 August 2011

 

 

Consolidated income statement

For the year ended 31 March 2011

 

2011

2010

£'000

£'000

Revenue from provision of office management services

0

97

Cost of sales

0

0

Gross profit

0

97

Profit on disposal of investment

569

0

Administrative expenses

-1,093

-935

Exploration expenses

-198

0

Impairment of assets

0

0

Operating loss

-722

-838

Investment income

4

6

Finance cost

-14

-14

Loss before taxation

-732

-846

Income tax expense

0

0

Loss for the year from continuing operations

-732

-846

Profit for the year from discontinued operations

0

1,542

Profit / (Loss) for the year attributable to equity holders of the parent

-732

696

Basic and diluted profit / (loss) per share (pence):

On continuing operations

(0.34)p

(0.53)p

On discontinued operations

0.00p

0.96p

Total

(0.34)p

0.43p

 

 

Consolidated statement of comprehensive income

For the year ended 31 March 2011

2011

2010

£'000

£'000

Profit / (Loss) for the year

-732

696

Other comprehensive income:

Exchange differences on translating foreign operations

-644

-864

Exchange differences on disposal of subsidiaries reclassified through income statement

0

-802

Total comprehensive income for the year attributable to equity holders of the parent

-1,376

-970

 

 

 

Consolidated balance sheet

As at 31 March 2011

2011

2010

£'000

£'000

Assets

Property, plant & equipment

0

-

Intangible assets

8,302

9,180

Total non-current assets

8,302

9,180

Trade and other receivables

22

2

Cash and cash equivalents

2,007

58

Total current assets

2,029

60

Total assets

10,331

9,240

Equity attributable to owners of the parent

Issued share capital

2,971

1,688

Share premium

22,921

21,212

Share option reserve

359

1,327

Translation reserve

761

1,405

Retained earnings

-16,934

-17,191

Total equity

10,078

8,441

Liabilities

Current liabilities

Trade and other payables

253

799

Total Liabilities

253

799

Total equity and liabilities

10,331

9,240

 

 

Consolidated statement of cash flows

For the year ended 31 March 2011

2011

2010

£'000

£'000

Cash flows from operating activities

Profit / (loss) before and after tax

-732

696

Profit on disposal of investment

-569

0

Share Based Payments

20

0

Convertible Loan Notes

6

0

Interest received

-4

-6

Finance cost

14

14

Operating profit / (loss)

-1,265

704

Depreciation and amortisation charge

0

56

Profit on disposal of subsidiaries

0

-740

Exchange gain on disposal of subsidiaries

0

-802

Decrease /(increase) in trade and other receivables

-20

407

Increase / (decrease) in trade and other payables

-546

-261

Net cash outflow from operating activities

-1,831

-636

Cash flows from investing activities

Profit on disposal of investment

569

0

Interest received

4

6

Net cash inflow/(outflow) outflow from investing activities

573

6

Financing activities

Proceeds from issue of equity shares

2,992

508

Net cash raised from financing activities

2,992

508

Net Increase (decrease) in cash and cash equivalents

1,734

-122

Cash and cash equivalents at beginning of year

58

203

Exchange differences - net

215

-23

Cash and cash equivalents at end of year

2,007

58

 

Consolidated statement of changes in equity

For the year ended 31 March 2011

 

Share capital

Shares to be issued

Share premium

Share option reserve

Translation reserve

Retained earnings

Total equity

£'000

£'000

£'000

£'000

£'000

£'000

£'000

At 1 April 2009

1,518

251

20,623

1,327

3,071

-17,887

8,904

Loss for the year

0

0

0

0

0

696

696

Exchange difference on translating foreign operations

0

0

0

0

-1,666

0

-1,666

Total comprehensive income for the year attributable to equity holders of the parent

0

0

0

0

-1,666

696

-970

Shares issued

170

-251

589

0

0

0

508

At 31 March 2010

1,688

0

21,212

1,327

1,405

-17,191

8,442

Loss for the year

-

-

-

-

-

-732

-732

Exchange difference on translating foreign operations

-

-

-

-

-644

-

-644

Exchange differences reclassified through income statement

-

-

-

-

0

-

0

Total comprehensive income for the year attributable to equity holders of the parent

0

0

0

0

-644

-732

-1,376

Shares issued

1,283

0

1,709

0

0

0

2,992

Convertible loan notes

0

0

0

0

0

6

6

Share based payments

0

0

0

14

0

0

14

Share options lapsed

0

0

0

-982

0

982

0

At 31 March 2011

2,971

0

22,921

359

761

-16,934

10,078

 

Notes

1. Financial statements

The financial information set out in this preliminary announcement does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 for the year ended 31 March 2011 or for the years ended 31 March 20010 or 31 March 2009, but is derived from those accounts. The financial statements for 2011 will be delivered to the Registrar of Companies prior to the Company's Annual General Meeting. The auditors have issued an unqualified report on the 2011 accounts, with an "Emphasis of Matter - Going concern" note, as quoted in the extract from the auditor's report below.

 

2. Extract from auditor's report

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in note 2(b) to the financial statements concerning the company's ability to continue as a going concern. As explained in that note, the group needs additional funding to continue its operations, pay contributions to the joint ventures and pay its liabilities as they fall due. The directors intend to propose resolutions at the Annual General Meeting on 30 September 2011 to enable additional funding to be raised.

These conditions indicate the existence of a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the company was unable to continue as a going concern.

 "Going concern

The Chief Executive's Review of the Group explains that the group had cash balances of approximately £1.1 million as at 19th August 2011 with total estimated liabilities at that date of £200,000.

 

During the year ended 31 March 2011 the exploration work in Papua New Guinea was funded by our joint venture partners, Barrick, Newmont, Newcrest and Gold Anomaly, though since the year end the Group has made payments into some of these joint ventures. The Directors are aware that the Group needs future funding to continue its operations, pay contributions to the joint ventures and pay its liabilities. It has had preliminary discussions with certain shareholders, and believes that adequate funds will become available over the next few months and in the first part of 2012. Accordingly the Directors believe that the Group will be able to obtain sufficient cash resources to continue its operations and to meet its commitments for the foreseeable future.

 

The financial statements have been prepared on the going concern basis, notwithstanding the above, and do not reflect any adjustments that would be required if this was not appropriate. Such adjustments might include provisions to write down the remaining assets to net realisable values.

 

This indicates the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern."

 

3. Summary of significant accounting policies

a) Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 March each year.

b) Intangible fixed assets

Deferred exploration and evaluation costs

 

Exploration and evaluation (E & E) expenditure costs comprise costs associated with the acquisition of mineral rights and mineral exploration, including those incurred through jointly held assets, and are capitalised as intangible assets pending determination of the feasibility of the project. They also include certain administrative costs that are allocated to the extent that those costs can be related directly to operational activities.

If an exploration project is deemed successful based on feasibility studies, the related expenditures are transferred to development and production (D & P) assets and amortised over the estimated life of the ore reserves on a unit of production basis. Where a project is abandoned or considered to be no longer economically viable, the related costs are written off in the income statement.

To date the Group has not progressed to the development and production stage in any areas of operation.

 

4. Dividends

The directors do not recommend the payment of a dividend (2010: nil)

 

5. Intangible fixed assets

2011

2010

£'000

£'000

Deferred exploration costs

At beginning of period

9,180

9,295

Additions

-

-

Exchange difference

(878)

(115)

At end of year

8,302

9,180

 

6. Annual Report

The Annual Report will be sent to all shareholders on or around 2 September 2011 and will be available on the Company's website at www.tpjunction.com. Additional copies will be made available to the public, free of charge, from the Company's registered office at Cobbetts LLP, 70 Gray's Inn Road, London, WC1X 8BT.

 

 

7. Annual General Meeting

The Company's Annual General Meeting will be held at the Little Ship Club, Bell Wharf Lane, Upper Thames Street, London, EC4R 3TB at 2:30pm on Friday 30 September 2011.

 

 

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