25th Mar 2013 07:00
FINAL RESULTS FOR 12 MONTHS ENDED 31 DECEMBER 2012
25 MARCH 2013
EMED Mining Public Limited (AIM: EMED, TSX: EMD) ("EMED Mining" or "the Company"), the Europe-based minerals development and exploration company, announces its audited results for the year ended 31 December 2012.
The full audited report (as required by Toronto Stock Exchange), including consolidated Financial Statements and the Management Discussion and Analysis relating to the Company, which appear below, are also available under the Company's profile on SEDAR at www.sedar.com and on the Company's website at www.emed-mining.com .
Key Highlights for 2012
·; The start of construction works at the Rio Tinto Copper Mine remains targeted for H2-2013 and production for H2-14;
·; Andalucian Government key approvals required for the project restart have progressed as follows:
- Environmental Plans (AAU): the complete report of AAU public comments from the Environment Ministry of the Junta de Andalucía was received in October 2012 and EMED has completed its responses to the few comments received from the public. The Department of Environment has drafted its conditions of approval to call for any final comments within 15 days from the seven third parties which made comments during the public review period;
·; Administrative Standing: all documents in respect of legal, technical and economic capacities were updated as at the beginning of September, as requested by the regulatory authority, and lodged for final clearance. The Department has advised that the only outstanding requirements are:
o the approval of the AAU by the Department of Environment, and
o an opinion from the Central Government's technical review agency for civil engineering CEDEX (Centro de Estudios y Experimentación de Obras Públicas) with regard to the proposed conditions to be applied to the tailings deposit plan.
- Final Restoration Plan: Upon the setting of conditions to approval of the AAU, the Company will update the Restoration Plan so that it can proceed to public viewing and approval.
- Project Approval (Mining Permit or Exploitation Rights):
o The independent review of the Project as a whole was completed in Q4-2012 by the Central Government's technical review agency for mining, Instituto Geológico y Minero de España ("IGME").
o The independent review of the tailings deposit for geotechnical safety is the responsibility of Centro de Estudios y Experimentación de Obras Públicas ("CEDEX"). Its initial report with supportive conclusions was received in Q4-2012 and now stands pending completion in Q2-2013 of due diligence on sections of the tailings dam acquired by the Company in August 2012.
- In preparation for the setting of bonds and indemnities required to protect the project, the Company has installed civil liability insurance of €180 million in respect of the tailings deposit.
·; On 14 November 2012, the Company announced that it has entered into conditional agreements with Red Kite, for an aggregate funding package of US$50 million in return for limited off-take rights over the Rio Tinto Copper Project's copper production based on current reported life of mine reserves.
·; On 31 August 2012, EMED completed the acquisitions of certain land plots required for planned operations of the Rio Tinto Copper Project, pursuant to sale and purchase agreements entered with Rumbo 5-Cero, S.L. and Inland Trading 2006, S.L.
·; In March 2012, the Company entered into agreements with a cornerstone customer Yanggu Xiangguang Copper Co. Ltd ("XGC"), including XGC's provision of US$15 million for 10% fully-diluted ordinary equity in the Company. In addition XGC will provide or arrange a US$15 million subordinated debt facility as required by the providers of senior debt finance. On 28 August 2012, XGC subscribed a further US$5 million equity. In return, XGC was granted offtake rights over a total of 30% of current reported copper reserves at market prices.
·; In March 2012, the Company mandated Goldman Sachs International on an exclusive basis to provide and/or arrange up to US$175 million of finance for the restart of the Rio Tinto Copper Mine.
·; In Slovakia, the Detva Gold Project focuses on community consultation as part of the processing of its application for the regulatory approval of its Mining Lease Area, which has already been approved at the District Level and will now be referred the national regulator.
Post Period Events, other than any forementioned
·; On 18 February 2013, the independent technical expert Behre Dolbear has completed an updated NI 43-101 technical report on the Rio Tinto Copper Project and endorsed EMED's planned base case annual production of existing ore reserves at 9.0m tonnes per annum over 14 years from the Cerro Colorado deposit.
Mr. Harry Anagnostaras-Adams, Managing Director and CEO of EMED Mining, commented:
"We are poised at a very delicate and exciting stage, working very closely with the authorities in Andalucía and making every effort to expedite the triggering of the Project, to start works in the second half of 2013 and ramp-up production by the end of 2015.
"Our modus operandum remains to expedite the start-up whilst carefully managing the hiring of people and the spending of capital, in order that progress on the ground remains synchronized with the progress of regulatory permitting."
Enquiries:
EMED Mining Harry Anagnostaras- Adams +357 9945 7843
RFC Ambrian Stuart Laing +61 8 9480 2500
Fox-Davies Capital Simon Leathers +44 203 463 5022
Bishopsgate Communications Nick Rome +44 207 562 3350
Proconsul Capital Andreas Curkovic +1 416 577 9927
Report of the board of directors
For the year ended 31 December 2012
The Board of Directors presents its report for EMED Mining Public Limited ("EMED Mining" and or the "Company") and its subsidiaries ("EMED" and or the "Group") together with the consolidated financial statements of the Group for the year ended 31 December 2012.
Incorporation and principal activity
EMED Mining was incorporated in Cyprus on 17 September 2004 and is a limited liability company under the Companies Law of Cyprus, Cap. 113. The Company was listed on the Alternative Investment Market ("AIM") of the London Stock Exchange in May 2005 and on the Toronto Stock Exchange ("TSX") in December 2010.
The principal activity of the Group is to explore for and develop natural resources, with a focus on base and precious metals in certain belts of mineralization spanning Europe, the Middle East and Central Asia.
EMED Mining is led by international mining industry specialists and has a strong commitment to the responsible development of metal production operations in Europe, with an initial focus on copper and gold.
Review of operations
During the past 12 months EMED has continued to focus on its major projects: the restart of the mines at the Rio Tinto Copper Project in Spain and the potential development of the Detva Gold Project in Slovakia.
Rio Tinto Copper Project
At Rio Tinto, EMED's primary effort has been on planning and permitting the re-start of the Cerro Colorado open pit copper mine and existing processing plant at the Rio Tinto Copper Project.
Capital and Operating Cost Estimates
During the year project planning and engineering was advanced to the stage where capital and operating cost estimates could be updated. These estimates of US$252 million for capital requirements and US$1.90/lb copper produced in the base case (for all costs including capital, operating and closure) were in line with the Company's recent guidance and were detailed in an updated NI-43-101 Independent Technical Report published in February 2013. These estimates now form the basis for detailed finance planning with principal financiers.
Permitting
During the year, the Government of Andalucía has completed the processing of the Group's applications for permits to restart the Rio Tinto Mine to the stage where all permits required for the restart may now be issued over the coming months. The four permits required to trigger the restart are the Environmental Plan (AAU), Administrative Standing of the Company's Mineral Rights, Final Restoration Plan and Mining Permit (or Exploitation Permit). The AAU has been through its public comment period and all matters raised have been accounted for in refined documentation. The next step is for the Government to set the conditions of approval. We understand that the Administrative Standing also is at the stage in which the Government is drafting the conditions of approval. The Final Restoration Plan can be completed once the AAU is conditionally approved. The Mining Permit can be considered for approval once the full project documentation is updated for all conditions attached to the other permits. In the meantime, the national mining review agency IGME ("Instituto Geológico y Minero de España") has issued its formal report which supports the Company's project. The national civil engineering review agency CEDEX (Centro de Estudios y Experimentación de Obras Públicas) has issued a positive interim report on the sensitive area of tailings dam safety and its final report will be prepared upon completion of due diligence to confirm that newly acquired sections of the dam are of the same character as the previously-owned sections. In preparation for the setting of bonds and indemnities required to protect the project, the Company has installed civil liability insurance of €180 million in respect of the tailings deposit.
Project Finance
On 5 March 2012, the Company formally mandated Goldman Sachs International on an exclusive basis to provide and/or arrange up to US$175 million of finance to the Company for the restart of the Rio Tinto Copper Project. This financing is intended to be in the form of a copper pre-sale agreement and complements the capital and copper sale arrangements with Yanggu Xiangguang Copper Co. Ltd ("XGC") and RK Mine Finance (Master) Fund II LP ("Red Kite").
On 22 March 2012, after approval by shareholders on 12 March 2012, XGC provided US$15 million equity by way of a subscription for 105,378,519 new ordinary shares of 0.25p each in the Company at 9 pence per share. In addition XGC will provide or arrange a US$15 million subordinated debt facility as required by the providers of senior debt finance (who will be providing the senior debt for the purposes of the restart of operations of the Rio Tinto Copper Project). The Company's subsidiary, EMED Marketing Limited ("EMED Marketing") granted XGC off-take rights over 25% of current reported copper reserves, at market prices. On 28 August 2012, XGC subscribed a further US$5 million equity by way of a subscription of 32,247,662 new ordinary shares of 0.25 pence each in the Company at 10p per share. XGC was granted further right of offtake over an additional 5% of current reported copper reserves at market prices.
On 14 November the Company completed an agreement with a cornerstone customer, Red Kite, for an aggregate funding package of US$50 million. The agreement comprised an investment by Red Kite of US$15 million (approximately £9,447,000) in the Company by way of a subscription for a total of 63,829,787 new ordinary shares of 0.25 pence each ("Ordinary Shares") in two separate tranches at a price of 14.8 pence per share (equivalent approximately to US$0.235) (the "Subscription") and the entering into a commitment letter (the "Commitment Letter") by Red Kite to conditionally agree to underwrite or arrange a standby loan facility of US$35 million in connection with the restart of commercial production at the Rio Tinto Copper Project (the "Standby Loan Facility") and the granting to Red Kite of limited off-take rights over the Rio Tinto Copper Project's copper production based on current reported life of mine reserves from the planned initial operations. The Subscription was in two separate tranches with 50,000,000 Ordinary Shares subscribed for in the first tranche and 13,829,787 in the second tranche. The subscription for the Second Tranche Shares was approved by the shareholders of the Company at the Extraordinary General Meeting of the Company which was held on 19 December 2012.
Consolidation of all Project Lands
On 31 August 2012, the Company completed purchase agreements for all remaining lands required for the operation of the Rio Tinto Copper Project from Rumbo 5-Cero S.L. ("Rumbo") and Inland Trading 2006 S.L. ("Inland"). This was an important achievement because it eliminated the need for the Company to use compulsory acquisition processes that could have extended the time for project start-up. This also eliminated the urgency for the Government's approval of Administrative Standing, which would have been a pre-requisite to the compulsory acquisition process, and thus the Government decided to hold the grant of Administrative Standing pending the progress of the other permits required for the restart.
The €10 million purchase of certain land plots covering part of the tailings dams owned by Rumbo, adjoining the Rio Tinto Copper Project was satisfied by €4.5 million in cash and €5.5 million by the allotment of 48,549,234 new ordinary shares of 0.25p each in the Company at 9.14 pence per share. In addition, the parties intend to enter into a 50/50 joint venture - of which the Company will be the operator - to test and potentially exploit certain tailings and waste dumps.
The €5 million purchase of the last land plot required for planned operations of the Rio Tinto Copper Project, owned by Inland, covering part of the Rio Tinto Copper Project's main tailings dam wall and satisfying all of the project's needs for tailings deposition from proposed operations along with the potential expansion thereof in the shorter term was satisfied by €2.5 million in cash and €2.5 million by the allotment of 18,511,675 new ordinary shares of 0.25p each in the Company at 10.61 pence per share.
The Company has also been granted options by Inland and Construcciones Zeitung, S.L. ("Zeitung") to acquire additional plots of land in the surrounding district (the "Option Lands"), exercisable within four years at an aggregate price of €9 million. The Option Lands are of interest to the Company because of the scale of potential expansion in the longer term.
Detva Gold Project
EMED Mining is advancing its 100%-owned Biely Vrch Gold Project at its Biely Vrch gold deposit, which is a potential greenfields development of an open pit gold mine. Biely Vrch gold deposit contains Indicated Resources of 461,000 ounces (17.7 million tonnes at 0.81g/t gold) and Inferred Resources of 596,000 ounces (24.0 million tonnes at 0.77g/t gold).
A revised Scoping Study completed by AMC Consultants (UK) Ltd in June 2010 confirmed the attractive economics of developing a mine at Biely Vrch based on a gold price of US$1,000/ounce (currently >US$1,600/ounce). The envisaged project suggests an annual gold production of 60,000 ounces over 10 years using an open pit mine and a heap leach operation and an average C1 cost of $530/ounce.
The Scoping Study is preliminary in nature and includes Inferred Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorised as ore reserves, and there is no certainty that the preliminary assessment will be realised.
The Group has been granted Protective Deposit Status over the Biely Vrch gold deposit and an application for a Mining Lease Area has been made. The decision is now being considered for ratification at the Central Mining Bureau level.
EMED Mining is working towards reaching various agreements with local parties directly impacted by the potential development. However, there has been opposition by anti-mining lobby groups and a series of community briefings and consultations have being conducted during 2012 in the local towns and villages.
On 10 May 2012, EMED reached an agreement with Slavia Tools Company, owner of the factory directly adjacent to the Biely Vrch Gold Deposit, whereby EMED finances Slavia Tools with €340,000 for detailed relocation planning studies and, if within ten years, the development of Biely Vrch is triggered by EMED, the Company will have the right, exercisable at its own discretion, to proceed to fund construction of new premises for Slavia Tools and acquire the old premises for a maximum cost of €11 million.
In response to public consultations, the Company voluntarily commissioned and published a Preliminary Social Impact Study and a Preliminary Economic/Technical Study and invited input from local communities and action groups. Studies and consultation results voluntarily took part of the Mining Lease Area proceedings.
Other
In Cyprus, EMED Mining continues to assess its large geological database of historical copper mining properties. Discussions are progressing with stakeholders over the entire island in a manner appropriate to the current re-unification efforts.
Results
As at 31 December 2012, the Group had cash of €7.6 million (2011: €7.8 million), receivables of €4.3 million (2011: €1.4 million) and listed shares that had a market value of €2.9 million (2011: €3.2 million). During 2012, the Group incurred a net loss of €11.5 million (2011: €9.7 million), of which exploration and care and maintenance expenses were €6.8 million (2011: €5.9 million) and administration expenses were €4.5 million (2011: €3.8 million).
EMED Mining continues to take a conservative approach in its accounting policy towards exploration expenditure. All such expenditures are written off when incurred pending the Directors' decision to commence project development.
Development costs for the Rio Tinto Copper Project have been capitalised.
The net loss for the year is summarised as follows:
2012 | 2011 | ||
Exploration expenses | 1,201 | 1,427 | |
Care and maintenance expenses | 5,638 | 4,449 | |
Share-based benefits | 151 | 140 | |
Other operating expenses | 4,358 | 3,692 | |
Other income | (126) | (117) | |
Net foreign exchange loss | 172 | 363 | |
Net finance costs | 488 | 1,180 | |
Share of results of associates | 136 | 266 | |
Tax | (543) | (1,733) | |
Net loss for the year | 11,475 | 9,667 |
The increase in assets during 2012 is mainly due to an increase in property, plant and equipment of €21.3 million (2011: €2.4 million) and an increase in intangible assets of €3.4 million (2011: €2.7 million) at the Rio Tinto Copper Project. The increase in property, plant and equipment is mainly due to the purchase of land from Rumbo and Inland and the professional services and other costs necessary to renovate the mining installations and put them in place for the start up. The increase in intangible assets is the result of work completed by technical and other consultants to develop the necessary technical evaluation and plans for operational and environmental requirements, including the project re-start, tailings dams, water management.
Share capital
Details on authorized and issued share capital are disclosed in Note 18 of the consolidated financial statements. At31 December 2012, EMED Mining had a total of 1,177 million shares on issue (1,249 million shares fully-diluted).
Future developments
The Group's key near-term priority is to safely and efficiently start copper production at the Rio Tinto Copper Project, initially focusing on the Cerro Colorado Open Pit Mine, once EMED Mining has completed the regulatory approval process, financed the start-up and obtained shareholder approval. Our excellent team at the Rio Tinto Copper Project integrates local expertise with international experience. By working closely with the regulatory authorities, EMED plans to bring this established mine up to the high standards of a 21st century operation. Preliminary research also indicates the potential to rapidly expand mineral resources and ore reserves at the Cerro Colorado Open Pit and to report mineral resources at the adjacent underground mines. In addition, a feasibility study will commence in respect of the potential to recover a significant amount of precious metals in the tailings deposit.
Board of directors
The names and particulars of the qualifications and experience of each director are set out below. All directors held office from the start of the financial year to the date of this report, except Mr Bertisen and Mr Liu who were appointed on 8 February 2012 and 1 October 2012 respectively and Dr. Bhappu who resigned on 8 February 2012. In accordance with the Company's Articles of Association, one third of the board of directors must resign each year. All the directors will retire at the AGM and offer themselves for re-election.
Ronald (Ronnie) Beevor, BA (Hons)
Non-Executive Chairman, British and Australian Citizen based in Australia.
Mr Beevor serves as the Chairman of the Board. He is Chairman of the Corporate Governance, Nominating and Compensation Committee and a member of the Audit and Financial Risk Committee.
Mr Beevor is an investment banker with extensive involvement in the natural resources industry globally. He was Head of Investment Banking at NM Rothschild & Sons (Australia) Limited between 1997 and 2002 and is currently a Senior Advisor to Standard Chartered Gryphon Partners. He is also Chairman of Bannerman Resources Limited and a director of Ampella Mining Limited, Bullabulling Gold Limited, Talison Lithium Limited and Unity Mining Limited. Mr Beevor has an honours degree in Philosophy, Politics and Economics from Oxford University and qualified as a Chartered Accountant in London in 1972.
Aristidis (Harry) Anagnostaras-Adams, B. Comm., MBA
Managing Director, Australian Citizen based in Cyprus and Spain.
Mr Anagnostaras-Adams serves as Managing Director and Chief Executive Officer of the Company. He has served as Deputy Chairman of the Australian Gold Council, is a Fellow of the Australian Institute of Management and of the Australian Institute of Company Directors. In January 2005 he moved to Europe to establish and lead EMED Mining.
Since 2006, Mr Anagnostaras-Adams has also served as Non-Executive Chairman of AIM-listed, KEFI. Mr Anagnostaras-Adams has previously served as Managing Director of Gympie Gold Limited ("Gympie Gold"), Executive Director of investment company Pilatus Capital Ltd., General Manager of resources investment group Clayton Robard Limited Group, Senior Investment Manager of Citicorp Capital Investors Australia Ltd. and serves (or has served) as a non-executive Director of many other public and private companies across a range of industries.
Mr Anagnostaras-Adams has a Bachelor of Commerce (in Systems and Finance) from the University of New South Wales, Australia. He qualified as a Chartered Accountant while working with PricewaterhouseCoopers and has a Master of Business Administration from the Australian Graduate School of Management where he was awarded the John Story Memorial Prize as outstanding graduate.
John Leach, B.A. (Ec.), MBA., ACA, CA.
Finance Director, Canadian and Australian citizen based in Cyprus and Spain.
Mr Leach has over 25 years' experience in senior financial and executive director positions within the mining industry internationally. Mr Leach serves on the Board of KEFI Minerals Plc (since 2006) and is a former member of the boards of Resource Mining Corporation Limited (2006 to 2007) and Gympie Gold Limited (1995 to 2003).
Mr Leach holds a Bachelor of Arts (Economics) and a Master of Business Administration and is a member of the Institute of Chartered Accountants (Australia), the Institute of Chartered Accountants in Ontario, the Canadian Institute of Chartered Accountants and is a Fellow of the Australian Institute of Directors.
Roger Davey, ACSM, MSc., C.Eng., Eur.Ing., MIMMM.
Non-Executive Director, British citizen based in the UK.
Mr Davey serves as a Non-Executive Director of the Company. Mr Davey is also Chairman of the Physical Risk Committee and is a member of the Audit and Financial Risk Committee.
Mr Davey has over thirty years' experience in the mining industry. Previous employment included Assistant Director and Senior Mining Engineer at NM Rothschild & Sons; Director, Vice-President and General Manager of AngloGold's subsidiaries in Argentina; Operations Director of Greenwich Resources Plc, London; Production Manager for Blue Circle Industries in Chile; and various production roles from graduate trainee to mine manager, in Gold Fields of South Africa (1971 to 1978). Mr Davey is a director of Orosur Mining Inc. Alexander Mining Plc, Condor Gold Plc and Master Drilling Group Limited.
Mr Davey is a graduate of the Camborne School of Mines, England (1970), with a Master of Science degree in Mineral Production Management from Imperial College, London University, (1979) and a Master of Science degree from Bournemouth University (1994). He is a Chartered Engineer (C.Eng.), a European Engineer (Eur. Ing.) and a Member of the Institute of Materials, Minerals and Mining (MIMMM).
Ashwath Mehra, BSc.
Non-Executive Director, British Citizen based in Switzerland.
Mr Mehra is the Chief Executive Officer of Astor Management AG ("Astor"). Astor is a holding company in the natural resources sector. Mr Mehra has worked in the minerals industry for 25 years, starting his career with Philipp Brothers (now Phibro LLC) after which he spent 10 years with Glencore International AG, where he was a senior partner and ran the Nickel and Cobalt Divisions. He has substantial experience in projects and project finance and has worked on equity and bond issues.
Mr Mehra holds a Bachelor's degree in Economics and Philosophy from the London School of Economics and Political Science. Mr Mehra is a director of publicly listed Northern Iron Limited and Champion Minerals.
Dr. Jose Nicolas Sierra Lopez, Ph.D., D.I.C., MBA.
Non-Executive Director, Spanish Citizen based in Spain.
Dr. Sierra brings to the Company extensive experience as a mining and energy leader in the business and government sectors. His experience includes being Spain's national Director General of Mines and Construction Industries and EU Director for Fossil Fuels for the European Commission. Most recently he was Commissioner at the National Energy Commission of Spain and Deputy Independent Member of the SEMC (Single Electricity Market Committee of the Island of Ireland). He is member of the Board of TIGF (Transport et Infrastructures Gaz France).
Dr. Sierra holds a Ph.D. in Mining Engineering from the University of Madrid. He is an elected member of the Royal Academy of Doctors of Spain.
Robert Francis, BASc. (MechEng), CA.
Non-Executive Director, Canadian Citizen based in Canada.
Mr Francis is a retired senior partner of the Toronto office of Deloitte & Touche LLP, having enjoyed an extensive career in public accounting in Canada, 30 years as a partner. Mr Francis led the Deloitte & Touche Resource Sector Mining Group practice providing a complete range of service to the metals/mining sector.
Mr Francis is a non-executive director of TSX listed Volta Resources Inc. and a director of the William Osler Health Services Foundation and was previously a director of Augen Gold Corp.
Mr Francis holds a Bachelor's degree in Mechanical Engineering and is a Chartered Accountant, member of the Institute of Chartered Accountants of Ontario and the Canadian Institute of Chartered Accountants. He is also a graduate of the Institute of Corporate Directors program.
Jasper Bertisen, MSc. Mineral Economics, MSc. Mining Engineering
Non-Executive Director, Dutch Citizen based in the US.
Mr Bertisen is a principal with RCF, a group of private equity funds that invests exclusively in the mining sector. RCF is a significant shareholder in EMED Mining.
Mr Bertisen joined RCF in 2004 and, since that time, has completed technical and commercial due diligence on a large number of mining companies with projects ranging from late stage exploration through production. Mr Bertisen is currently also a Non-Executive Director of TSX-V listed companies AQM Copper Inc. and Avanti Mining Inc.
Mr Bertisen graduated with a M.Sc. degree in Mineral Economics from the Colorado School of Mines and a M.Sc. degree in Mining Engineering from Delft University of Technology.
Harry Liu, BSc. Economics
Non-Executive Director, Chinese Citizen based in China.
Mr Liu is a Vice President of XGC, one of the world's largest copper smelting, refining and processing groups located in the Shandong province of China. XGC is a significant shareholder in EMED Mining.
Mr Liu has held a number of senior management and marketing positions in the mineral and financial industries in Shanghai and Hong Kong, including roles as Marketing Manager at BHP Billiton Marketing AG and Director at BNP Paribas Asia. Mr Liu graduated with a Bachelor´s Degree in Economics from Zhejiang University in Zhejiang Province, China. Mr Liu has no other directorships.
Directors' interests
The interests of the Directors and their immediate families (all of which are beneficial unless otherwise stated) and of persons connected with them in Ordinary Shares as at the date of this report are as follows:
2012 | 2011 | |||||
Name | Number of existing ordinary shares 000 | Percentage of issued share capital | Number of existing ordinary shares 000 | Percentage of issued share capital | ||
R. Beevor | 7,400* | 0.6% | 7,400* | 0.9% | ||
H. Anagnostaras-Adams | 9,800* | 0.8% | 9,800* | 1.1% | ||
J. Leach | 2,460* | 0.2% | 2,460* | 0.3% | ||
R. Francis | 69* | - | - | - | ||
J. Bertisen (1) | 167,022** | 14.2% | 165,847** | 19.4% | ||
R. Davey | - | - | - | - | ||
H. Liu (2) | 137,626** | 11.7% | - | - | ||
J. S. Lopez | - | - | - | - | ||
A. Mehra (3) | 31,540** | 2.7% | 31,540** | 3.7% | ||
* Personal shareholding
** Shares held by the companies the directors represent
(1) Resource Capital Funds
(2) Yanggu Xiangguang Copper Co. Ltd
(3) Astor Management AG
The Directors to whom options over Ordinary Shares have been granted and the number of Ordinary Shares subject to such Options as at the date of this report are as follows:
Exercise price | R Beevor000 | H A-Adams 000 | J Leach 000 | R Bhappu 000 | R Davey 000 | J S Lopez 000 | ||||
Grant date | Expiration date | R Francis 000 | A Mehra 000 | |||||||
11 May 2007 | 11 May 2013 | 15.0p | - | 2,500 | - | - | - | - | - | - |
23 Jul 2007 | 23 Jul 2013 | 20.0p | - | - | 1,000 | - | - | - | - | - |
31 Dec 2007 | 31 Dec 2013 | 22.0p | 400 | 1,000 | 400 | - | - | - | - | - |
23 Mar 2009 | 22 Mar 2013 | 4.1p | 1,000 | 2,000 | 1,500 | 500 | - | - | - | 500 |
09 Jun 2009 | 09 Jun 2013 | 8.0p | 500 | 2,000 | 1,450 | 250 | - | - | - | 250 |
25 Jan 2010 | 24 Jan 2014 | 13.4p | 600 | 1,800 | 1,200 | 367 | - | - | - | 367 |
22 Apr 2010 | 21 Apr 2014 | 13.4p | - | - | - | - | 500 | - | - | - |
20 Dec 2010 | 19 Dec 2014 | 12.0p | 800 | 2,000 | 1,000 | 400 | 400 | - | - | 400 |
01 Oct 2011 | 30 Sep 2016 | 9.0p | - | - | - | - | - | - | 1,000 | - |
01 Dec 2011 | 30 Nov 2016 | 9.0p | - | - | - | - | - | 1,000 | - | - |
28 Dec 2011 | 27 Dec 2016 | 10.0p | 800 | 2,000 | 1,000 | 400 | 400 | - | - | 400 |
|
| 4,100 | 13,300 | 7,550 | 1,917 | 1,300 | 1,000 | 1,000 | 1,917 |
Options, except those noted below, expire between four and six years after grant date and are exercisable at the exercise price in whole or in part up to one third in the first year from the grant date, two thirds in the second year from the grant date and the balance thereafter.
On 11 May 2007, 2.5 million options exercisable at 15p were issued to Mr H. Anagnostaras-Adams, Managing Director. These options vested when the Company acquired 100% ownership of the Rio Tinto Mine. The options expire 11 May 2013 and can be exercised at any time.
On 23 July 2007, 1 million options exercisable at 20p were issued to Mr J. Leach, Finance Director. These options vested when the Company acquired 100% ownership of the Rio Tinto Mine. The options expire 23 July 2013 and can be exercised at any time.
On 23 March 2009, 2 million options were issued to Mr H. Anagnostaras-Adams, Managing Director, 1.5 million options to Mr J. Leach, Finance Director, 1 million to Mr R. Beevor (Chairman) and 500,000 each to Messrs R. Bhappu and A. Mehra, Non-Executive Directors. These options are exercisable at 4.1p at any time and expire four years after the date of issue The option agreements have been amended to provide that where the expiry date falls within a period during which dealing in shares is prohibited by the AIM Rules for Companies, published by London Stock Exchange plc, the Model Code, the Company's own code on insider dealing or the rules of the Toronto Stock Exchange (each a "Close Period"), the expiry date of the options may be extended to a date not exceeding 10 business days following the expiry of the Close Period.
On 9 June 2009, 2 million options were issued to Mr H. Anagnostaras-Adams, Managing Director, 1.45 million to Mr J. Leach, Finance Director, 500,000 to Mr R. Beevor (Chairman) and 250,000 each to Messrs R. Bhappuand A. Mehra, Non-Executive Directors. These options are exercisable at 8p at any time and expire four years after the date of issue.
On 25 January 2010, 1.8 million options were issued to Mr H. Anagnostaras-Adams, Managing Director, 1.2 million to Mr J. Leach, Finance Director, 600,000 to Mr R. Beevor (Chairman) and 367,000 each to Messrs R. Bhappu and A. Mehra, Non-Executive Directors. These options are exercisable at 13.4p and expire four years after the date of issue.
On 22 April 2010, 500,000 options were issued to Mr R. Davey, a Non-Executive Director. These options are exercisable at 13.4p and expire four years after the date of issue.
On 20 December 2010, 2 million options were issued to Mr H. Anagnostaras-Adams, Managing Director, 1 million options to Mr J. Leach, Finance Director, 800,000 to Mr R. Beevor (Chairman) and 400,000 each to Messrs R. Bhappu, A. Mehra and R. Davey, Non-Executive Directors. These options are exercisable at 12p and expire four years after the date of issue.
On 1 October 2011, 1 million options were issued to Dr. J. S. Lopez, a Non-Executive Director. These options are exercisable at 9p and expire five years after the date of issue.
On 1 December 2011, 1 million options were issued to Mr R. Francis, a Non-Executive Director. These options are exercisable at 9p and expire five years after the date of issue.
On 28 December 2011, 2 million options were issued to Mr H. Anagnostaras-Adams, Managing Director, 1 million to Mr J. Leach, Finance Director, 800,000 to Mr R. Beevor (Chairman) and 400,000 each to Messrs R. Bhappu, A. Mehra and R. Davey, Non-Executive Directors. These options are exercisable at 10p, expire five years after the date of issue, vest in equal instalments from the date of grant of administrative standing over the lesser of three years or the time remaining to the expiry of the option.
Directors' emoluments
In compliance with the disclosure requirements of the listing requirements of AIM, the aggregate remuneration paid to the directors and executive officers of EMED Mining for the year ended 31 December 2012 is set out below.
31 December 2012 | Shortterm benefits | Other* | Share based payments | |
Salary & fees | Compensation | Incentive options | Total | |
Executive Directors | ||||
H. Anagnostaras-Adams | 270 | 199 | 18 | 487 |
J. Leach | 200 | 126 | 9 | 335 |
Non-Executive Directors | ||||
R. Beevor | 70 | - | 7 | 77 |
J. Bertisen | 37 | - | - | 37 |
R. Davey | 37 | - | 4 | 41 |
R. Francis | 37 | - | - | 37 |
H. Liu | 9 | - | - | 9 |
J. S. Lopez | 37 | - | - | 37 |
A. Mehra | 37 | - | 4 | 41 |
734 | 325 | 42 | 1,101 | |
* Other component for the year ended 31 December 2012 includes short term incentive payments in respect of 2011.
31 December 2011 | Shortterm benefits | Other | Share based payments | |
Salary & fees | Compensation | Incentive options | Total | |
Executive Directors | ||||
H. Anagnostaras-Adams | 270 | 59 | - | 329 |
J. Leach | 180 | 52 | - | 232 |
Non-Executive Directors | ||||
R Beevor | 56 | - | - | 56 |
R Bhappu | 26 | - | - | 26 |
R Davey | 26 | - | - | 26 |
R Francis | 3 | - | 27 | 30 |
J S Lopez | 9 | - | 20 | 29 |
A Mehra | 26 | - | - | 26 |
596 | 111 | 47 | 754 |
Shareholders holding more than 3% of share capital
The Shareholders holding more than 3% of the share capital of the Company as at 31 December 2012 were:
Name | Number of existing shares 000's | Percentage of issued share capital |
Resource Capital Funds ("RCF") | 167,022 | 14.2% |
Yanggu Xiangguang Copper Co. Ltd | 137,626 | 11.7% |
RBC Dexia IS Global Securities | 98,111 | 8.3% |
RMB Australia Holdings Limited | 67,456 | 5.7% |
RK Mine Finance (Master) Fund II LP | 63,830 | 5.4% |
Rumbo 5-Cero S.L. | 48,549 | 4.1% |
582,594 | 49.4% |
Corporate governance
The Directors comply with TSX and AIM regulations and Cyprus Company Law. The Board remains accountable to the Company's shareholders for good corporate governance.
Board of directors
The Board is responsible for approving Company policy and strategy. The Board holds at least ten formal meetings in each calendar year and is supplied with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company's expense. Training is available for new Directors and other Directors as necessary. A number of the Group's key strategic and operational decisions are reserved exclusively for the decision of the Board.
The Board consists of two executive directors who hold operating positions in the Company (the Managing Director and the Finance Director) and seven non-executive Directors, who bring a breadth of experience and knowledge, all of whom are independent of management and five of whom are independent of any business or other relationship which could interfere with the exercise of their independent judgment. The Board regularly reviews key business risks including the financial risks facing the Group in the operation of its business.
The Company has adopted a model code for Directors' dealings which is appropriate for a TSX and AIM listed company. The Directors intend to comply with Rules 21 and 31 of the AIM Rules relating to Directors' dealings and will take all reasonable steps to ensure compliance by the Group's applicable employees as well.
Board committees
The Company's Audit and Financial Risk Management Committee ("AFR") comprises Mr R. Francis (Chair), Mr R. Beevor and Mr R. Davey. The AFR is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on, for meeting with the Group's auditors and reviewing their reports on the Group's financial statements and the internal controls and for reviewing key financial risks.
The Company's Corporate Governance, Nominating and Compensation Committee, comprises Mr R. Beevor (Chair), Mr J. Bertisen and Mr A. Mehra. The Committee is among other things responsible for reviewing the performance of the executives, setting their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant.
The Company's Physical Risk Management Committee comprises Mr R. Davey (Chair), Mr J. Bertisen and Mr A. Mehra. The Physical Risks Management Committee is responsible for reviewing the compliance with regulatory and industry standards for environmental performance and occupational health and safety of personnel and the communities affected by the Company.
Directors' responsibilities for the financial statements
Cyprus company law states that the Directors are responsible for the preparation of financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the Group and of the profit or loss of the Group for that period. In the preparation of those financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and estimates that are reasonable and prudent; and
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements.
The Directors are responsible for maintaining proper accounting records, for safeguarding the assets of the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities. Legislation in Cyprus governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.
Creditors' payment terms
The Company does not have a specific policy towards our suppliers and does not follow any code or standard practice. However, terms of payment with suppliers are settled when agreeing overall terms of business, and the Company seeks to abide by the terms of the contracts to which it is bound.
Political donations
No political donations were made during the 2012 financial year.
Subsequent events
Due to the financial crisis in Cyprus, a number of legislative changes were proposed, none of which affected the status of Group's holding company as an investment holding company, which included a one-off levy on bank deposits held in Cypriot based banks as at 15 March 2013. The proposed levy was set at 9.9% on bank deposits exceeding €100,000 and at 6.75% on deposits below that. This proposal was rejected by the Cyprus Parliament. Had the legislation been passed, it would have imposed a levy of approximately €20,000 on deposits the Company holds in Cypriot banks and created a contingent liability of approximately €250,000 on deposits the Company holds in a UK bank which is administered by the bank's Cyprus branch. The situation in Cyprus has not been resolved at the date of this report but it is unlikely that the Company's exposure will materially exceed the amounts above and may be less, depending upon the outcome.
There were no other events after the reporting period, which would have a material effect on the consolidated financial statements.
Auditors
The auditors, MOORE STEPHENS STYLIANOU & CO, have expressed their willingness to continue in office and a resolution approving their reappointment and giving authority to the Board of Directors to fix their remuneration will be proposed at the next Annual General Meeting.
The auditor for the purposes of Canadian securities laws, MSCM LLP, has expressed their willingness to continue in office and a resolution to ratify their appointment will be proposed at the next Annual General Meeting.
By order of the board
Inter Jura CY (Services) Limited,
Secretary
Nicosia, Cyprus
22 March 2013
Independent Auditor's Report
To the shareholders ofEMED Mining Public Limited
Report on the consolidated financial statements
We have audited the accompanying consolidated financial statements of EMED Mining Public Limited, which comprise the consolidated statements of financial position as at 31 December 2012 and 2011, and the consolidated income statements, changes in equity and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.
Management's responsibility for the consolidated financial statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor's responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of EMED Mining Public Limited as at 31 December 2012 and 2011 and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.
Independent auditor's report |
To the Members of EMED Mining Public Limited
Report on the consolidated financial statements
We have audited the accompanying consolidated financial statements of EMED MINING PUBLIC LIMITED (the "Company'") and its subsidiaries (together with the Company, the "Group") on pages 16 to 53, which comprise the consolidated statement of financial position as at 31 December 2012, and the consolidated income statements, changes in equity and cash flows of the Group and the Company for the year then ended, and a summary of significant accounting policies and other explanatory information.
Board of Directors' responsibility for the consolidated financial statements
The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditor's responsibility
Our responsibility is to express an opinion on these consolidated and Company's separate financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated and the Company's separate financial statements give a true and fair view of the financial position of EMED Mining Public Limited and its subsidiaries as at 31 December 2012, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
Emphasis of Matter
We draw attention to note 2, basis of preparation paragraph, to the financial statements where it is indicated that the financial statements have been prepared on a going concern. Our opinion is not qualified in this respect.
Report on other legal requirements
Pursuant to the requirements of the Auditors and Statutory Audits of Annual and Consolidated Accounts Law of 2009, we report the following:
·; We have obtained all the information and explanations we considered necessary for the purposes of our audit.
·; In our opinion, proper books of account have been kept by the Company.
·; The consolidated financial statements are in agreement with the books of account.
·; In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Cyprus Companies Law, Cap. 113, in the manner so required.
·; In our opinion, the information given in the report of the Board of Directors is consistent with the consolidated financial statements.
Other matter
This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 34 of the Auditors and Statutory Audits of Annual and Consolidated Accounts Law of 2009 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
Brigid Chrysostomou Certified Public Accountant and Registered Auditor for and on behalf of | |
MOORE STEPHENS STYLIANOU & CO |
|
CERTIFIED PUBLIC ACCOUNTANTS ‑ CY | |
Nicosia, 22 March 2013 |
Consolidated income statements
Year ended 31 December | |||||||
| Note | 2012 | 2011 | ||||
Exploration expenses | (1,201) | (1,427) | |||||
Care and maintenance expenses | (5,638) | (4,449) | |||||
Gross loss | (6,839) | (5,876) | |||||
Administrative expenses | (4,509) | (3,832) | |||||
Other income | 5 | 126 | 117 | ||||
Loss before undernoted | (11,222) | (9,591) | |||||
Net foreign exchange loss | (172) | (363) | |||||
Finance income | 7 | 14 | 224 | ||||
Finance costs | 8 | (502) | (1,404) | ||||
Share of loss of associate | 14 | (136) | (266) | ||||
Loss before income tax | (12,018) | (11,400) | |||||
Income tax credit | 9 | 543 | 1,733 | ||||
Loss for the year | (11,475) | (9,667) | |||||
| |||||||
Loss attributable to: | |||||||
- Owners of the parent | (11,471) | (9,662) | |||||
- Non-controlling interests | (4) | (5) | |||||
(11,475) | (9,667) | ||||||
Earnings per share from operations attributable to owners of the parent during the year (expressed in cents per share) | |||||||
Basic loss per share | 10 | (1.2) | (1.4) | ||||
Loss for the year | (11,475) | (9,667) | |||||
Other comprehensive income/(loss): | |||||||
Currency translation differences | 23 | (34) | |||||
Total comprehensive loss for the year | (11,452) | (9,701) | |||||
Attributable to: | |||||||
- Owners of the parent | (11,448) | (9,696) | |||||
- Non-controlling interests | (4) | (5) | |||||
Total comprehensive loss for the year | (11,452) | (9,701) | |||||
Statements of financial position
As at 31 December | As at 31 December | |||||||
Note | The Group 2012 | The Company 2012 | The Group 2011 | The Company 2011 | ||||
Assets | ||||||||
Non-current assets | ||||||||
Property, plant and equipment | 11 | 49,448 | 23 | 28,363 | 60 | |||
Intangible assets | 12 | 11,833 | - | 8,424 | - | |||
Deferred tax asset | 9 | 6,379 | - | 5,812 | - | |||
Investment in subsidiaries | 13 | - | 7,515 | - | 4,342 | |||
Investment in associates | 14 | - | 1,000 | 16 | 880 | |||
67,660 | 8,538 | 42,615 | 5,282 | |||||
Current assets | ||||||||
Available-for-sale financial assets | 15 | - | - | 38 | - | |||
Trade and other receivables | 16 | 4,330 | 443 | 1,358 | 680 | |||
Cash and cash equivalents | 17 | 7,603 | 5,785 | 7,819 | 5,323 | |||
11,933 | 6,228 | 9,215 | 6,003 | |||||
Total assets | 79,593 | 14,766 | 51,830 | 11,285 | ||||
Equity and liabilities | ||||||||
Equity attributable to owners of the parent | ||||||||
Share capital | 18 | 3,599 | 3,599 | 2,603 | 2,603 | |||
Share premium | 18 | 127,970 | 127,970 | 89,758 | 89,758 | |||
Share options reserve | 19 | 5,533 | 5,533 | 5,269 | 5,269 | |||
Translation reserve | (124) | - | (147) | - | ||||
Accumulated losses | (72,919) | (122,756) | (61,448) | (86,928) | ||||
64,059 | 14,346 | 36,035 | 10,702 | |||||
Non-controlling interests | (110) | - | (106) | - | ||||
Total equity | 63,949 | 14,346 | 35,929 | 10,702 | ||||
Liabilities Non-current liabilities | ||||||||
Trade and other payables | 20 | 7,918 | - | 11,051 | - | |||
Provision for other liabilities and charges | - | - | 7 | - | ||||
7,918 | - | 11,058 | - | |||||
Current liabilities | ||||||||
Trade and other payables | 20 | 7,726 | 420 | 4,843 | 583 | |||
7,726 | 420 | 4,843 | 583 | |||||
Total liabilities | 15,644 | 420 | 15,901 | 583 | ||||
Total equity and liabilities | 79,593 | 14,766 | 51,830 | 11,285 |
Consolidated statements of changes in equity
Years ended 31 December 2012 and 2011
Attributable to owners of the parent | ||||||||
Share capital |
Share premium | Share options reserve |
Translation reserve |
Accumulated losses |
Total | Non- controlling interest |
Total equity | |
At 1 January 2011 | 2,059 | 79,492 | 5,015 | (113) | (51,786) | 34,667 | (101) | 34,566 |
Total comprehensive loss for the year |
- |
- |
- |
(34) |
(9,662) |
(9,696) |
(5) |
(9,701) |
Issue of share capital | 544 | 10,476 | - | - | - | 11,020 | - | 11,020 |
Share issue costs | - | (210) | - | - | - | (210) | - | (210) |
Recognition of share based payments |
- |
- |
254 |
- |
- |
254 |
- |
254 |
At 31 December 2011/ 1 January 2012 |
2,603 |
89,758 |
5,269 |
(147) |
(61,448) |
36,035 |
(106) |
35,929 |
Total comprehensive loss for the year |
- |
- |
- |
23 |
(11,471) |
(11,448) |
(4) |
(11,452) |
Issue of share capital | 996 | 39,801 | - | - | - | 40,797 | - | 40,797 |
Share issue costs | - | (1,589) | - | - | - | (1,589) | - | (1,589) |
Recognition of share based payments |
- |
- |
264 |
- |
- |
264 |
- |
264 |
At 31 December 2012 | 3,599 | 127,970 | 5,533 | (124) | (72,919) | 64,059 | (110) | 63,949 |
Company statements of changes in equity
Years ended 31 December 2012 and 2011
Share capital |
Share premium | Share options reserve |
Accumulated losses |
Total | |
At 1 January 2011 | 2,059 | 79,492 | 5,015 | (68,136) | 18,430 |
Loss for the year | - | - | - | (18,792) | (18,792) |
Issue of share capital | 544 | 10,476 | - | - | 11,020 |
Share issue costs | - | (210) | - | - | (210) |
Recognition of share based payments | - | - | 254 | - | 254 |
At 31 December 2011/1 January 2012 | 2,603 | 89,758 | 5,269 | (86,928) | 10,702 |
Loss for the year | - | - | - | (35,828) | (35,828) |
Issue of share capital | 996 | 39,801 | - | - | 40,797 |
Share issue costs | - | (1,589) | - | - | (1,589) |
Recognition of share based payments | - | - | 264 | - | 264 |
At 31 December 2012 | 3,599 | 127,970 | 5,533 | (122,756) | 14,346 |
Consolidated statements of cash flows
Years ended 31 December 2012 and 2011
|
Note |
2012 |
2011 | |
Cash flows from operating activities | ||||
Loss before tax | (12,018) | (11,400) | ||
Adjustments for: | ||||
Depreciation of property, plant and equipment | 11 | 205 | 110 | |
Share‑based payments | 19 | 150 | 254 | |
Share of loss from associate | 14 | 136 | 266 | |
Dividends received | 7 | - | (11) | |
Interest income | 7 | (14) | (213) | |
Interest expense | 8 | 502 | 1,120 | |
Deferred financing expense | 8 | - | 284 | |
Profit on disposal of property, plant and equipment | (5) | - | ||
Foreign exchange (profit)/loss on financing activities | (17) | 85 | ||
Foreign exchange loss on operating activities | 25 | 363 | ||
Cash outflows from operating activities before working capital changes | (11,036) | (9,142) | ||
Changes in working capital: | ||||
Trade and other receivables | (2,972) | (291) | ||
Trade and other payables | (271) | (1,486) | ||
Cash flows used in operations | (14,279) | (10,919) | ||
Interest paid | (502) | (1,120) | ||
Tax paid | (10) | (22) | ||
Net cash used in operating activities | (14,791) | (12,061) | ||
Cash flows from investing activities | ||||
Purchases of property, plant and equipment | 11 | (13,290) | (2,436) | |
Purchases of intangible assets | 12 | (3,409) | (2,663) | |
Proceeds from sale of property, plant and equipment | 20 | - | ||
Proceeds from sale of investment | 38 | - | ||
Increase of the investment in associate | 14 | (120) | - | |
Interest received | 14 | 213 | ||
Dividends received | - | 11 | ||
Net cash used in investing activities | (16,747) | (4,875) | ||
Cash flows from financing activities | ||||
Proceeds from issuance of ordinary shares | 18 | 32,797 | 3,432 | |
Listing and issue costs | 18 | (1,475) | (210) | |
Net cash from financing activities | 31,322 | 3,222 | ||
Net decrease in cash and cash equivalents | (216) | (13,714) | ||
Cash and cash equivalents: | ||||
At beginning of the year | 17 | 7,819 | 21,533 | |
At end of the year | 17 | 7,603 | 7,819 |
Company statement of cash flows
Years ended 31 December 2012 and 2011
Note | 2012 | 2011 | ||
Cash flows from operating activities | ||||
Loss before tax | (35,826) | (18,770) | ||
Adjustments for: | ||||
Depreciation of property, plant and equipment | 11 | 43 | 46 | |
Share‑based payments | 19 | 150 | 254 | |
Interest income | (14) | (213) | ||
Interest expenses | - | 531 | ||
Impairment of receivables from subsidiaries | 16 | 33,175 | 15,969 | |
Deferred financing expense | - | 284 | ||
Foreign exchange loss on financing activities | - | 85 | ||
Foreign exchange loss on operating activities | - | 390 | ||
Cash outflows from operating activities before working capital changes | (2,472) | (1,424) | ||
Changes in working capital: | ||||
Trade and other receivables | (24,938) | (16,442) | ||
Trade and other payables | (163) | (375) | ||
Cash flows used in operations | (27,573) | (18,241) | ||
Interest paid | - | (531) | ||
Tax paid | (2) | (22) | ||
Net cash used in operating activities | (27,575) | (18,794) | ||
Cash flows from investing activities | ||||
Purchases of property, plant and equipment | 11 | (6) | (15) | |
Increase of subsidiaries' share capital | 13 | (3,173) | (97) | |
Increase of associate's share capital | 14 | (120) | - | |
Interest received | 14 | 213 | ||
Net cash (used in)/from investing activities | (3,285) | 101 | ||
Cash flows from financing activities | ||||
Proceeds from issuance of ordinary shares | 18 | 32,797 | 3,432 | |
Listing and issue costs | 18 | (1,475) | (210) | |
Net cash from financing activities | 31,322 | 3,222 | ||
Net increase/(decrease) in cash and cash equivalents | 462 | (15,471) | ||
Cash and cash equivalents: | ||||
At beginning of the year | 17 | 5,323 | 20,794 | |
At end of the year | 17 | 5,785 | 5,323 |
Notes to the consolidated financial statements
Years ended 31 December 2012 and 2011
1. Incorporation and principal activities
Country of incorporation
EMED Mining Public Limited (the "Company") was incorporated in Cyprus on 17 September 2004 as a private company with limited liability under the Companies Law, Cap. 113 and was converted to a public limited liability company on 26 January 2005. Its registered office is at, 1 Lambousa Street, Nicosia, Cyprus. The Company was listed on AIM of the London Stock Exchange in May 2005 and on the TSX on 20 December 2010.
Principal activities
The principal activity of the Company and its subsidiaries (together, "the Group") is to explore for and develop natural resources, with a focus on base and precious metals in certain belts of mineralisation spanning Europe, the Middle East and Central Asia.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
2.1 Basis of preparation
The consolidated financial statements of EMED Mining Public Limited have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. The consolidated financial statements have been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment 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 consolidated financial statements are disclosed in note 3.3.
The Directors have formed a judgment at the time of approving the financial statements that there is a reasonable expectation that the Company and the Group have adequate available resources to continue in operational existence for the foreseeable future.
The financial information has been prepared on the going concern basis, the validity of which depends principally on the discovery of economically viable mineral deposits, obtaining the necessary mining licences and on the availability of subsequent funding to extract the resource or alternatively on the availability of funding to extend the Group's exploration activities. The financial information does not include any adjustment that would arise from a failure to complete any of the above. Changes in future conditions could require write downs of the carrying values of property, plant and equipment, intangible assets and/or deferred tax.
Changes in accounting policy and disclosures
During the current year the Company adopted all the new and revised International Financial Reporting Standards (IFRS) as adopted by EU that are relevant to its operations and are effective for accounting periods beginning on 1 January 2012. This adoption did not have a material effect on the accounting policies of the Company. At the date of approval of these financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some, but not all of these were adopted by the European Union. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the financial statements of the Company.
At the date of approval of these financial statements the following accounting standards were issued by the International Accounting Standards Board but were not yet effective:
(i) Standards and Interpretations adopted by the EU
New standards
·; IFRS 10 ''Consolidated Financial Statements'' (effective for annual periods beginning on or after 1 January 2014 for EU companies).
·; IFRS 11 ''Joint Arrangements'' (effective for annual periods beginning on or after 1 January 2014 for EU companies).
·; IFRS 12 ''Disclosure of Interests in Other Entities'' (effective for annual periods beginning on or after 1 January 2014 for EU companies).
·; IFRS 13 ''Fair Value Measurement'' (effective for annual periods beginning on or after 1 January 2013).
Amendments
IFRS Interpretations Committee
·; Amendments to IFRS 1 - Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters (effective for annual periods beginning on or after 1 January 2013).
·; IFRS 7 (Amendment) Financial Instruments: Disclosures - ''Offsetting Financial Assets and Financial Liabilities'' (effective for annual periods beginning on or after 1 January 2013)
·; IFRS 9 ''Financial Instruments'' (issued 12 November 2009) and subsequent amendments (amendments to IFRS 9 and IFRS 7 issued 16 December 2011) (effective for annual periods beginning on or after 1 January 2015).
·; Amendments to IAS 1, ''Presentation of items of other Comprehensive Income'' (effective for annual periods beginning on or after 1 July 2012).
·; Amendments to IAS 12 - ''Deferred tax'': Recovery of Underlying Assets: (effective for annual periods beginning on or after 1 January 2013).
·; Amendments to IAS 19 - ''Employee Benefits'' (amendments) (effective for annual periods beginning on or after 1 January 2013).
·; IAS 27 (Revised): ''Consolidated and Separate Financial Statements'' (effective for annual periods beginning on or after 1 January 2014 for EU companies).
·; IAS 28 (Revised): ''Investments in Associates'' (effective for annual periods beginning on or after 1 January 2014 for EU companies).
·; Amendment to IAS32 ''Offsetting Financial Assets and Financial Liabilities'' (effective for annual periods beginning on or after 1 January 2014).
New IFRICs
·; IFRIC 20: ''Stripping Costs in the Production Phase of a Surface Mine'' (effective for annual periods beginning on or after 1 January 2013).
(ii) Standards and Interpretations not adopted by the EU
New standards
·; IFRS 9 ''Financial Instruments'' issued in November 2009 and amended in October 2010 introduces new requirements for the classification and measurement of financial assets and financial liabilities and for derecognition. (effective for annual periods beginning on or after 1 January 2015).
Amendments
·; Improvements to IFRSs 2009-2011 issued in May 2012 (effective for annual periods beginning on or after 1 January 2013)
·; Transition Guidance for IFRS 10, 11 & 12 (effective for annual periods beginning on or after 1 January 2013).
·; Investment Entities amendments to IFRS 10, IFRS 12, and IAS 27 (effective for annual periods beginning on or after 1 January 2014).
2.2 Consolidation
(a) Subsidiaries
Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the 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. The Group also assesses existence of control where it does not have more than 50% of the voting power but is able to govern the financial and operating policies by virtue of de-facto control.
De-facto control may arise in circumstances where the size of the Group's voting rights relative to the size and dispersion of holdings of other shareholders give the Group the power to govern the financial and operating policies, etc.
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.
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.
Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in profit or loss.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.
Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
(b) Changes in ownership interests in subsidiaries without change of control
Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
(c) Disposal of subsidiaries
When the Group ceases to have control any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
(d) Associates
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The Group's investment in associates includes goodwill identified on acquisition.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.
The Group's share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income, with a corresponding adjustment to the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to 'share of profit/(loss) of associates' in the income statement.
Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group's financial statements only to the extent of unrelated investor's interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the group. Dilution gains and losses arising in investments in associates are recognised in the income statement.
2.3 Investments in subsidiary companies
Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognised as an expense in the period in which the impairment is identified. This policy only applies to the "Company" financial statements.
2.4 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 steering committee that makes strategic decisions.
2.5 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in 'Euro' which is the 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 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, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance income or costs'.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
I. assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
II. 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 rate on the dates of the transactions); and
III. all resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.
2.6 Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:
·; Plant and machinery 5-10 years
·; Motor vehicles 5 years
·; Furniture, fixtures and office equipment 5-10 years
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
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 disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'Other (losses)/gains - net' in the income statement.
2.7 Intangible assets
(a) Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the acquired interest in net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the non-controlling interest in the acquiree.
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed.
(b) Permits and rights
Permits and rights are capitalised as intangible assets which relate to mineral rights acquired and permits in respect of projects that are at the pre-development stage. No depreciation charge is recognised in respect of these intangible assets. Once the Group receives those permits, the intangible assets relating to permits will be depreciated over the time the Group has the right to use them.
2.8 Impairment of non-financial assets
Assets that have an indefinite useful life - for example, goodwill or intangible assets not ready to use - are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation 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 other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
2.9 Financial assets
2.9.1 Classification
The Group classifies its financial assets in the following categories: at fair value through profit or loss, 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.
(a) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months, otherwise they are classified as non-current.
(b) 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, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group's loans and receivables comprise 'trade and other receivables' and 'cash and cash equivalents' in the statement of financial position (notes 2.12 and 2.13).
(c) 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 it within 12 months of the end of the reporting period.
2.9.2 Recognition and measurement
Regular purchases and sales of financial assets are recognised on the trade-date - the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.
Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the income statement within 'other (losses)/gains - net' in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the income statement as part of other income when the Group's right to receive payments is established.
Changes in the fair value of 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 income statement as 'gains and losses from investment securities'. Interest on available-for-sale securities calculated using the effective interest method is recognised in the income statement as part of finance income. Dividends on available-for-sale equity instruments are recognised in the income statement as part of other income when the group's right to receive payments is established.
2.10 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
2.11 Impairment of financial assets
(a) Assets carried at amortised cost
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or 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.
Evidence of impairment may include indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
For loans and receivables category, the amount of the 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 carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated income statement. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the group may measure impairment on the basis of an instrument's fair value using an observable market price.
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 consolidated income statement.
(b) Assets classified as available for sale
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. For debt securities, the group uses the criteria referred to in (a) above. In the case of equity investments classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is also evidence that the assets are 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 that financial asset previously recognised in profit or loss - is removed from equity and recognised in profit or loss. Impairment losses recognised in the consolidated income statement on equity instruments are not reversed through the consolidated income statement. 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 consolidated income statement.
2.12 Trade and other receivables
Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
2.13 Cash and cash equivalents
In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand and in bank including deposits held at call with banks.
2.14 Share capital
Ordinary shares are classified as equity. The difference between the fair value of the consideration received by the Company and the nominal value of the share capital being issued is taken to the share premium account.
Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds in the share premium account.
2.15 Trade and other payables
Trade and other 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 (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
2.16 Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income 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. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for deferred income tax liabilities where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income 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 income taxes assets and liabilities relate to income 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.
2.17 Share-based payments
The Group operates a share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The fair value is measured using the Black Scholes pricing model. The inputs used in the model are based on management's best estimates for the effects of non-transferability, exercise restrictions and behavioural considerations.
Non-market performance and service conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
2.18 Provisions
Provisions for environmental restoration, restructuring costs and legal claims are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.
2.19 Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
The Group leases certain property, plant and equipment. Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.
Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in other long term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease term.
2.20 Revenue recognition
Sales of services
The Group sells services in relation to maintenance of accounting records, management, technical, administrative support and other services to other companies. Revenue is recognised in the accounting period in which the services are rendered.
2.21 Interest income
Interest income is recognised using the effective interest method. When a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loan and receivables is recognised using the original effective interest rate.
2.22 Dividend income
Dividend income is recognised when the right to receive payment is established.
2.23 Dividend distribution
Dividend distributions to the Company's shareholders are recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders.
2.24 Exploration costs
The Company expenses exploration expenditure as incurred.
Under the Group's accounting policy, exploration expenditure is not capitalised until the point is reached at which there is a high degree of confidence in the project's viability and it is considered probable that future economic benefits will flow to the Group. Subsequent recovery of the resulting carrying value depends on successful development or sale of the undeveloped project. If a project does not prove viable, all irrecoverable costs associated with the project net of any related impairment provisions are written off.
2.3 Amendment of financial statements after issue
The board of directors have the power to amend the financial statements after issue.
3. Financial Risk Management
3.1 Financial risk factors
Risk management is carried out by a central audit and financial risk committee (AFR) under policies approved by the board of directors. AFR identifies, evaluates and hedges financial risks in close co-operation with the Group's operating units. The Group is exposed to liquidity risk, credit risk, interest rate risk, operational risk, compliance risk, litigation risk, reputation risk and currency risk arising from the financial instruments it holds.
The risk management policies employed by the Group to manage these risks are discussed below:
(a) Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash. Cash flow forecasting is performed in the operating entities of the Group in and aggregated by Group finance. Group finance monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs.
The following tables detail the Group's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes principal cash flows. A breakdown of the balances is shown in Note 20.
31 December 2012 | Carrying amounts | Contractual cash flows | 3 or less months | 3 - 12 months | 1 - 2 years | 2 - 5 years |
Social security | 11,056 | 11,056 | 786 | 2,813 | 5,024 | 2,433 |
Land | 1,075 | 1,075 | 153 | 461 | 461 | - |
Trade and other payables | 3,513 | 3,513 | 3,513 | - | - | - |
15,644 | 15,644 | 4,452 | 3,274 | 5,485 | 2,433 |
31 December 2011 | Carrying amounts | Contractual cash flows | 3 or less months | 3 - 12 months | 1 - 2 years | 2 - 5 years |
Social security | 13,864 | 13,864 | - | 2,813 | 8,635 | 2,416 |
Trade and other payables | 2,030 | 2,030 | 2,030 | - | - | - |
15,894 | 15,894 | 2,030 | 2,813 | 8,635 | 2,416 |
(b) Currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.
Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group's measurement currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the US Dollar, the Canadian Dollar and the British Pound. The Group's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:
Liabilities | Assets | ||||||
2012 | 2011 | 2012 | 2011 | ||||
United States dollar | - | - | 5 | 65 | |||
Canadian dollar | - | - | 2 | - | |||
Great Britain pound | - | - | 5,319 | 543 |
Sensitivity analysis
A 10% strengthening of the Euro against the following currencies at 31 December 2012 would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. For a 10% weakening of the Euro against the relevant currency, there would be an equal and opposite impact on profit or loss and other equity.
Equity | Profit or loss | ||||||
2012 | 2011 | 2012 | 2011 | ||||
United States dollar | (1) | (7) | (1) | (7) | |||
Canadian dollar | - | - | - | - | |||
Great Britain pound | (532) | (54) | (532) | (54) |
(c) Credit risk
Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Company has no significant concentration of credit risk. The Company has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history and monitors on a continuous basis the ageing profile of its receivables. The Company has policies to limit the amount of credit exposure to any financial institution.
Except as detailed in the following table, the carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the maximum credit exposure without taking account of the value of any collateral obtained:
2012 | 2011 | ||
Cash and cash equivalents | 7,603 | 7,819 | |
Available for sale financial assets | - | 38 |
There are no collaterals held in respect of these financial instruments and there are no financial assets that are past due or impaired as at 31 December 2012.
(d) Interest rate risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
At the reporting date the interest rate profile of interest‑ bearing financial instruments was:
2012 | 2011 | ||
Fixed rate instruments | |||
Financial assets | - | - | |
Variable rate instruments | |||
Financial assets | 7,603 | 7,819 |
Sensitivity analysis
An increase of 100 basis points in interest rates at 31 December 2012 would have increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. For a decrease of 100 basis points there would be an equal and opposite impact on the profit and other equity.
Equity | Profit or loss | ||||||
2012 | 2011 | 2012 | 2011 | ||||
Variable rate instruments | 76 | 78 | 76 | 78 |
(e) Operational risk
Operational risk is the risk that derives from the deficiencies relating to the Company's information technology and control systems as well as the risk of human error and natural disasters. The Company's systems are evaluated, maintained and upgraded continuously.
(f) Compliance risk
Compliance risk is the risk of financial loss, including fines and other penalties, which arises from non‑compliance with laws and regulations. The Company has systems in place to mitigate this risk, including seeking advice from external legal and regulatory advisors in each jurisdiction.
(g) Litigation risk
Litigation risk is the risk of financial loss, interruption of the Company's operations or any other undesirable situation that arises from the possibility of non‑execution or violation of legal contracts and consequentially of lawsuits. The risk is restricted through the contracts used by the Company to execute its operations.
3.2 Capital risk management
The Group considers its capital structure to consist of share capital, share premium and share options reserve. The Group's objectives when managing capital are to safeguard the group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Group is not subject to any externally imposed capital requirements.
In order to maintain or adjust the capital structure, the Group issues new shares. The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through the optimisation of the debt and equity balance. The Group's Audit and Financial Risk Committee reviews the capital structure on a continuing basis.
3.3 Critical accounting estimates and judgements
The fair values of the Groups' financial assets and liabilities approximate to their carrying amounts at the reporting date. Estimates and judgments 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.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(a) Income taxes
Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
(b) Capitalisation of exploration and evaluation costs
Under the Group's accounting policy, exploration and evaluation expenditure is not capitalised until the point is reached at which there is a high degree of confidence in the project's viability and it is considered probable that future economic benefits will flow to the Group.
Subsequent recovery of the resulting carrying value depends on successful development or sale of the undeveloped project. If a project does not prove viable, all irrecoverable costs associated with the project net of any related impairment provisions are written off.
(c) Impairment review of asset carrying values
Events or changes in circumstances can give rise to significant impairment charges or reversals of impairment in a particular year. Where the recoverable amounts of Group cash generating units are assessed by analyses of discounted cash flows, the resulting valuations are particularly sensitive to changes in estimates of long term commodity prices, exchange rates, operating costs, the grouping of assets within cash-generating units and discount rates.
(d) Contingencies
Material contingencies facing the Group are set out in Note 24 of the consolidated financial statements. A contingent liability arises where:
i) a past event has taken place for which the outcome will be confirmed only by the occurrence or non-occurrence of one or more uncertain events outside of the control of the Group; or
ii) a present obligation exists but is not recognised because it is not probable that an outflow of resources will be required to settle the obligation.
A provision is made when a loss to the Group is likely to crystallise. The assessment of the existence of a contingency and its likely outcome, particularly if it is considered that a provision might be necessary, involves significant judgment taking all relevant factors into account.
(e) Share-based compensation benefits
Share-based compensation benefits are accounted for in accordance with the fair value recognition provisions of IFRS 2 'Share-based Payment'. As such, share-based compensation expense for equity-settled share-based payments is measured at the grant date based on the fair value of the award and is recognized as an expense over the vesting period. The fair value of such share-based awards at the grant date is measured using the Black Scholes pricing model. The inputs used in the model are based on management's best estimates for the effects of non-transferability, exercise restrictions, behavioural considerations and expected volatility.
4. Business and geographical segments
Business segments
The Group has only one distinct business segment, being that of mineral exploration and development.
Geographical segments
The Group's exploration activities are located in Cyprus, Spain and Slovakia and its administration and management is based in Cyprus.
2012
| Cyprus | Spain | Slovakia | Other | Total | |
| Operating loss | (3,947) | (6,503) | (748) | (24) | (11,222) |
| Financial income | 14 | - | - | - | 14 |
| Foreign exchange loss | (147) | - | - | (25) | (172) |
| Financial costs | - | (498) | (4) | - | (502) |
| Operating loss for the year | (4,080) | (7,001) | (752) | (49) | (11,882) |
| Share of results from associates | (136) | ||||
| Loss before tax | (12,018) | ||||
| Tax | 543 | ||||
| Net loss for the year | (11,475) | ||||
| ||||||
| Total assets | 6,328 | 72,651 | 560 | 54 | 79,593 |
| Total liabilities | (434) | (15,127) | (50) | (33) | (15,644) |
| Depreciation of fixed assets | 43 | 43 | 119 | - | 205 |
| Total additions of non-current assets | 7 | 24,574 | 117 | - | 24,698 |
2011 | ||||||
| Operating loss | (1,866) | (5,828) | (1,549) | (348) | (9,591) |
| Financial income | 213 | 11 | - | - | 224 |
| Foreign exchange loss | (397) | - | - | 34 | (363) |
| Financial costs | (816) | (587) | - | (1) | (1,404) |
| Operating loss for the year | (2,866) | (6,404) | (1,549) | (315) | (11,134) |
| Share of results from associates | (266) | ||||
| Loss before tax | (11,400) | ||||
| Tax | 1,733 | ||||
| Net loss for the year | (9,667) | ||||
| ||||||
| Total assets | 6,160 | 45,484 | 134 | 52 | 51,830 |
| Total liabilities | (596) | (15,265) | (19) | (21) | (15,901) |
| Depreciation of fixed assets | 46 | 25 | 39 | - | 110 |
| Total additions of non-current assets | 20 | 5,016 | 68 | - | 5,104 |
5. Other income
2012 | 2011 | ||
Sale of services | 126 | 117 |
6. Expenses by nature
2012 | 2011 | ||
Wages and other employee expenses | 3,091 | 2,921 | |
Key management remuneration (Note 23.1) | 2,063 | 1,476 | |
Auditors' remuneration | 185 | 129 | |
Other accountants' remuneration | 92 | 40 | |
Consultants remuneration | 2,991 | 2,616 | |
Depreciation of property, plant and equipment (Note 11) | 205 | 110 | |
Travel | 232 | 940 | |
Share option-based employee benefits | 68 | 140 | |
Shareholders' communication expense | 444 | 474 | |
On-going listing costs | 247 | 188 | |
Legal costs | 859 | 188 | |
Other expenses | 871 | 486 | |
Total cost of exploration, care and maintenance and administration expenses | 11,348 | 9,708 |
7. Finance income
2012 | 2011 | ||
Interest income | 14 | 213 | |
Dividend income | - | 11 | |
14 | 224 |
8. Finance costs
2012 | 2011 | ||
Interest expense: | |||
Third parties (social security debt) | 497 | 588 | |
Convertible notes | - | 531 | |
Other | 5 | 1 | |
502 | 1,120 | ||
Deferred financing expense | - | 284 | |
502 | 1,404 |
9. Tax
2012 | 2011 | ||
Current tax: | |||
Defence tax | (2) | (22) | |
Income tax | (22) | - | |
Deferred tax due to tax losses | 567 | 1,755 | |
Total tax credit for the year | 543 | 1,733 |
The tax on the Group's results before tax differs from the theoretical amount that would arise using the applicable tax rates as follows:
2012 | 2011 | ||
Loss before tax | (12,018) | (11,400) | |
Tax calculated at the applicable tax rates | (1,277) | (2,695) | |
Tax effect of expenses not deductible for tax purposes | 93 | 156 | |
Tax effect of tax loss for the year | 1,168 | 2,574 | |
Tax effect of allowances and income not subject to tax | (4) | (24) | |
Tax effect of utilization of tax losses brought forward that are deferred over the next five years | (2) | (11) | |
Defence contribution current year | (2) | (22) | |
Deferred tax | 567 | 1,755 | |
Tax credit | 543 | 1,733 |
Due to tax losses sustained in the period, no tax liability arises on the Group. Under current legislation, tax losses may be carried forward and be set off against taxable income of the following years. As at 31 December 2012, the balance of tax losses which is available for offset against future taxable profits amounts to €45.4 million (2011: €54.8 million).
Tax year | Cyprus | Georgia | Greece | Slovakia | Spain | Total |
Losses b/f | - | - | - | - | - | - |
2005 | - | - | - | 451 | - | 451 |
2006 | - | - | - | 632 | - | 632 |
2007 | - | - | - | 1,948 | - | 1,948 |
2008 | 2,964 | 164 | 21 | 3,243 | 5,410 | 11,802 |
2009 | 1,939 | 14 | 15 | 1,031 | 3,498 | 6,497 |
2010 | 2,233 | 5 | 12 | 1,311 | 5,642 | 9,203 |
2011 | 2,138 | 2 | 15 | 1,120 | 7,149 | 10,424 |
2012 | 782 | 22 | 10 | 1,266 | 2,402 | 4,482 |
10,056 | 207 | 73 | 11,002 | 24,101 | 45,439 |
Deferred tax asset
2012 | 2011 | ||
At 1 January | 5,812 | 4,057 | |
Charge for the current year | 567 | 1,755 | |
At 31 December | 6,379 | 5,812 |
Cyprus
The corporation tax rate is 10%. Under certain conditions interest income may be subject to defence contribution at the rate of 15% (10% to 30 August 2011). In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 20% for the tax years 2012 and 2013 and 17% for 2014 and thereafter (up to 31 August 2011 the rate was 15% and was increased to 17% for the period thereafter to 31 December 2011). Due to tax losses sustained in the year, no tax liability arises on the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income of the five succeeding years (up to 2011 there was no limitation in the number of years the losses could be carried forward).
Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defence at 20% for the tax years 2012 and 2013 and 17% for 2014 and thereafter (up to 31 August 2011 the rate was 15% and was increased to 17% for the period thereafter to 31 December 2011) will be payable on such deemed dividends to the extent that the shareholders (companies and individuals) are Cyprus tax residents. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year at any time. This special contribution for defence is payable by the Company for the account of the shareholders.
Georgia
The corporation tax rate is 15%. Due to tax losses sustained in the period, no tax liability arises in the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income in the following five years. Per local tax legislation, geological and associated administrative expenses are deferred for tax purposes over a period of 5 years.
Greece
The corporation tax rate is 24%. Due to tax losses sustained in the period, no tax liability arises in the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income in the following five years.
Slovakia
The corporation tax rate is 19%. Due to tax losses sustained in the period, no tax liability arises in the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income in the following years.
Spain
The corporation tax rate is between 25% and 30%. Due to tax losses sustained in the period, no tax liability arises in the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income in the following years. Deferred tax has been fully recognised on tax losses.
10. Loss per share
The calculation of the basic and diluted loss per share attributable to the ordinary equity holders of the Company is based on the following data:
2012 | 2011 | ||
Parent Company | (2,653) | (2,823) | |
Subsidiaries | (8,818) | (6,839) | |
Net loss attributable to owners of the parent | (11,471) | (9,662) | |
Weighted number of ordinary shares for the purposes of basic loss per share (000's) | 1,000,569 | 704,877 | |
Loss per share: | |||
Basic and fully diluted loss per share (cents) | (1.2) | (1.4) |
There are 4,321,000 warrants and 67,229,000 options which have been excluded when calculating the weighted average number of shares because they have an antidilutive effect.
11. Property, plant and equipment
2012 |
Land and buildings |
Plant and machinery |
Motor vehicles | Furniture, fixtures and office equipment |
Total |
The Group | |||||
Cost | |||||
At 1 January 2012 | 18,311 | 9,942 | 232 | 265 | 28,750 |
Additions | 16,985 | 4,097 | 69 | 139 | 21,290 |
Disposals | - | - | (16) | - | (16) |
At 31 December 2012 | 35,296 | 14,039 | 285 | 404 | 50,024 |
Depreciation | |||||
At 1 January 2012 | - | 132 | 154 | 101 | 387 |
Charge for the year | - | 26 | 87 | 92 | 205 |
Disposals | - | (16) | - | (16) | |
At 31 December 2012 | - | 158 | 225 | 193 | 576 |
Net book amount at 31 December 2012 | 35,296 | 13,881 | 60 | 211 | 49,448 |
2011 |
Land and buildings |
Plant and machinery |
Motor vehicles | Furniture, fixtures and office equipment |
Total |
The Group | |||||
Cost | |||||
At 1 January 2011 | 18,243 | 7,759 | 163 | 149 | 26,314 |
Additions | 68 | 2,183 | 69 | 116 | 2,436 |
At 31 December 2011 | 18,311 | 9,942 | 232 | 265 | 28,750 |
Depreciation | |||||
At 1 January 2011 | - | 101 | 101 | 75 | 277 |
Charge for the year | - | 31 | 53 | 26 | 110 |
At 31 December 2011 | - | 132 | 154 | 101 | 387 |
Net book amount at 31 December 2011 | 18,311 | 9,810 | 78 | 164 | 28,363 |
2012 | |||||
The Company | |||||
Cost | |||||
At 1 January 2012 | - | 158 | 94 | 58 | 310 |
Additions | - | - | - | 6 | 6 |
At 31 December 2012 | - | 158 | 94 | 64 | 316 |
Depreciation | |||||
At 1 January 2012 | - | 132 | 77 | 41 | 250 |
Charge for the year | - | 26 | 10 | 7 | 43 |
At 31 December 2012 | - | 158 | 87 | 48 | 293 |
Net book amount at 31 December 2012 | - | - | 7 | 16 | 23 |
2011 | |||||
The Company | |||||
Cost | |||||
At 1 January 2011 | - | 158 | 92 | 45 | 295 |
Additions | - | - | 2 | 13 | 15 |
At 31 December 2011 | - | 158 | 94 | 58 | 310 |
Depreciation | |||||
At 1 January 2011 | - | 101 | 64 | 39 | 204 |
Charge for the year | - | 31 | 13 | 2 | 46 |
At 31 December 2011 | - | 132 | 77 | 41 | 250 |
Net book amount at 31 December 2011 | - | 26 | 17 | 17 | 60 |
The above fixed assets are located in Cyprus, Spain and Slovakia.
Of the €17m additions for land and buildings, €15m relate to purchases of land, for the operation of the Rio Tinto Copper Project, from Rumbo and Inland Trading 2006, S.L. ("Inland") as follows: The €10 million purchase of certain land plots covering part of the tailings dams owned by Rumbo, adjoining the Rio Tinto Copper Project was satisfied by €4.5 million in cash and €5.5 million by the allotment of 48,549,234 new ordinary shares of 0.25p each in the Company at 9.14 pence per share.
The €5 million purchase of the last land plot required for planned operations of the Rio Tinto Copper Project, owned by Inland, covering part of the Rio Tinto Copper Project's main tailings dam wall and satisfying all of the project's needs for tailings deposition from proposed operations along with the potential expansion thereof in the shorter term was satisfied by €2.5 million in cash and €2.5 million by the allotment of 18,511,675 new ordinary shares of 0.25p each in the Company at 10.61 pence per share.
The Company has also been granted options by Inland and Construcciones Zeitung, S.L. ("Zeitung") to acquire additional plots of land in the surrounding district (the "Option Lands"), exercisable within four years at an aggregate price of €9 million.
Certain land plots required for the Rio Tinto Copper Project (the "Project Lands") are affected by pre-existing liens and embargos derived from unpaid obligations of former Project operators or owners (the "Pre-Existing Debt"). In May 2010 the Company signed an agreement with the Department of Social Security in which it undertook to repay, over a period of 5 years, the €16.9 million Pre-Existing Debt to the Department of Social Security in exchange for a stay of execution proceedings for recovery of this debt against these Project Lands (the "Social Security Agreement"). The Company has met all of its obligations to date under the Social Security Agreement, having paid as at 28 February 2013 a total of €6.4million, with a remainder of €10.5 million to be paid in accordance with the Agreement that finalizes on 31 May 2015. The Project Lands are also subject to a lien in the amount of 5 million created in 1979 to secure the repayment of certain government grants that were in all likelihood paid at the relevant time by former operators. Relevant court proceedings are underway to strike this lien from title, given that in the opinion of the Company the right of the government to reclaim this Pre-Existing Debt has expired due to the relevant statute of limitations. The Project Lands are also affected by the following Pre-Existing Debt liens: A €400,000 mortgage to Oxiana Limited (that will be paid in due course) and a mortgage of €222,000 pre--existing on lands acquired by the Company in August 2012 (that will be assumed by the Company and repaid in due course). Other land plots owned by the Company, but not required for the Rio Tinto Copper Project (the "Non-Project Lands"), are affected by a Pre-Existing Debt lien of €10 million registered by the Junta de Andalucía. In the event execution proceedings were commenced against the Non-Project Lands, the Company would either negotiate a settlement or allow the execution to proceed in total satisfaction of the Pre-Existing Debt in question.
12. Intangible assets
Permits of Rio Tinto Project | Acquisition of mineral rights |
Goodwill |
Total |
| ||||||
2012 |
| |||||||||
The Group |
| |||||||||
Cost |
| |||||||||
On 1 January 2012 | 8,424 | 310 | 10,023 | 18,757 |
| |||||
Additions | 3,409 | - | - | 3,409 |
| |||||
At 31 December 2012 | 11,833 | 310 | 10,023 | 22,166 |
| |||||
Provision for impairment |
| |||||||||
On 1 January 2012 | - | 310 | 10,023 | 10,333 |
| |||||
Charge for the year | - | - | - | - |
| |||||
At 31 December 2012 | - | 310 | 10,023 | 10,333 |
| |||||
Closing net book value | 11,833 | - | - | 11,833 |
| |||||
2011 | ||||||||||
The Group |
| |||||||||
Cost |
| |||||||||
On 1 January 2011 | 5,761 | 310 | 10,023 | 16,094 |
| |||||
Additions | 2,663 | - | - | 2,663 |
| |||||
At 31 December 2011 | 8,424 | 310 | 10,023 | 18,757 |
| |||||
Provision for impairment |
| |||||||||
On 1 January 2011 | - | 310 | 10,023 | 10,333 |
| |||||
Impairment charge | - | - | - |
| ||||||
At 31 December 2011 | - | 310 | 10,023 | 10,333 |
| |||||
Closing net book value | 8,424 | - | - | 8,424 |
| |||||
The useful life of the intangible assets is estimated to be not less than fourteen years from the start of production.
Rio Tinto Copper Project
In September 2008, the Group moved to 100% ownership of EMED Tartessus (and thus full ownership of the Rio Tinto Copper Project) by acquiring the remaining 49% of the issued capital of EMED Tartessus. The cost of the acquisition was satisfied by issuing 39,140,000 Ordinary Shares to MRI Investment AG ("MRI") at an issue price of 21p per Ordinary Share and a deferred cash settlement of €52,999,999 (including loans of €9,116,617 owed to companies related to MRI incurred in relation to the operation of the Rio Tinto Copper Project) to be paid by the Group over six or seven years (at the option of the Company). This consideration is payable once the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Copper Project has been granted and the Group has secured project finance facilities and is able to draw down funds under such facilities.
In consideration for agreeing to pay the deferred cash settlement over six or seven years and for MRI's consent to the arrangements that were entered into in connection with the Convertible Loan Facility (now repaid), the Company agreed to potentially pay further deferred consideration of up to €15,900,000 in regular instalments over the deferred consideration payment period depending upon the price of copper. Any such additional payment will only be made if, during the relevant period, the average price of copper per tonne is US$6,614 or more (US$3.00/lb). On 11 November 2011 MRI novated its right to be paid the deferred consideration to Astor Management AG (Astor).
As security for the obligation on EMED Tartessus to pay the deferred consideration to Astor, EMED Holdings (UK) Limited has granted a pledge to MRI Resources AG over the issued capital of EMED Tartessus and the Company has provided a parent company guarantee.
The funds required to make these payments, should EMED proceed with the restart of the Rio Tinto Project, would be sourced from senior project debt and from project cash flow. The restart of mining operations remains subject to the following conditions:
·; Regulatory approvals by the Junta de Andalucía Government, support of the local community, project finance and approvals by the relevant statutory authorities in respect of performance bonds;
·; Settlement satisfactory to EMED Mining of the Rio Tinto Project-vendor's liabilities, liens and contractual arrangements with a number of third parties. These various obligations arose over several years as a result of the funding of on-going care and maintenance, bankruptcy and litigation amongst some parties;
·; Completion of technical due diligence for:
i. planning the restart of the mine, processing plant and product marketing operations;
ii. planning for a fast-track approach to site rehabilitation where reasonable to be undertaken concurrently with on-going long-term production; and
iii. completion of all due diligence to EMED Mining's satisfaction including environmental considerations and infrastructure needs.
EMED Tartessus SLU has submitted its proposals for the restart of production to the Government. A shareholder meeting will be called at the appropriate time to seek approval to proceed if all conditions precedent have been met to the satisfaction of the Government and the Company.
Carrying Value of Intangible Assets
The ultimate recoupment of balances carried forward in relation to areas of interest or all such assets including intangibles is dependent on successful development, and commercial exploitation, or alternatively sale of the respective areas. The Company conducts impairment testing on an annual basis unless indicators of impairment are present at the reporting date.
In considering the carrying value of the assets at the Rio Tinto Copper Project, including the intangible assets and any impairment thereof, the Company assessed the carrying values having regard to (a) the current recovery value (less costs to sell) and (b) the net present value of potential cash flows from operations. In both cases, the estimated net realisable values exceeded current carrying values and thus no impairment has been recognised.
Regua Tungsten Deposit in Portugal
On 21 September 2010, the Company announced that it had entered into an option agreement pursuant to which Iberian Resources Portugal Minerais Unipessoal LDA granted the Company an option to acquire a 100% interest in all of the assets held by it in respect of the Regua Tungsten Deposit in Portugal. As consideration for the grant of the option, the Company issued 2,500,000 Ordinary Shares at a deemed issue price of £0.105. On 4 January 2012 the Company announced that it had allowed its option over the exploration permit covering the Regua Tungsten Deposit in Portugal to lapse. This decision reflected the results of the evaluation conducted during the period since September 2010. All expenditure up to 31 December 2011 on the Regua Tungsten Deposit was impaired.
13. Investment in subsidiaries
The Company | 2012 | 2011 | |
Opening amount at cost | 4,342 | 4,245 | |
Additions | 3,173 | 97 | |
Closing amount at cost | 7,515 | 4,342 |
On 3 December 2012 the Company acquired for €1 a new subsidiary in Spain, Eastern Mediterranean Exploration and Development S.L.U., with principal activities to explore and develop natural resources in that country. The transaction has been accounted for by the purchase method of accounting. On 19 October 2012, the share capital of Eastern Mediterranean Resources (Slovakia) S.R.O. was increased by €2,993,000 to €3,000,000. On 3 December 2012, the share capital of EMED Mining Spain SLU was increased by €180,000 to €280,000.
Subsidiary companies |
Date of incorporation/ acquisition |
Country of incorporation |
Effective proportion of shares held |
Eastern Mediterranean Minerals (Cyprus) Ltd | 28 Feb 2005 | Cyprus | 95% |
Tredington Ventures Ltd | 28 Feb 2005 | Cyprus | 95% |
Winchcombe Ventures Ltd | 28 Feb 2005 | Cyprus | 95% |
Eastern Mediterranean Resources (Caucasus) Ltd | 11 Nov 2005 | Georgia | 100% |
Georgian Mineral Development Company Ltd | 27 Dec 05/11 Feb 2006 | Georgia | 100% |
Eastern Mediterranean Resources A.E. (Greece) | 21 June 2005 | Greece | 100% |
Eastern Mediterranean Resources (Slovakia) S.R.O. | 10 July 2005 | Slovakia | 100% |
Slovenske Kovy S.R.O. | 30 Mar 2007 | Slovakia | 100% |
Slovenske Nerasty Spol S.R.O | 14 Apr 2007 | Slovakia | 100% |
EMED Mining Spain S.L.U. | 12 Apr 2007 | Spain | 100% |
EMED Tartessus S.L.U. | 12 Apr 07/30 Sep 08 | Spain | 100% |
EMED Marketing Ltd | 08 Sep 2008 | Cyprus | 100% |
EMED Holdings (UK) Ltd | 10 Sep 2008 | United Kingdom | 100% |
Eastern Mediterranean Exploration and Development S.L.U. | 3 Dec 2012 | Spain | 100% |
14. Investment in associates
2012 | 2011 | ||
The Group | |||
At 1 January | 16 | 282 | |
Increase in the investment | 120 | - | |
Share of results | (136) | (266) | |
Closing amount based on equity accounting | - | 16 | |
The Company | |||
At 1 January | 880 | 880 | |
Increase in the investment | 120 | - | |
Closing amount | 1,000 | 880 |
Company name |
Date of incorporation | Country of incorporation | Effective proportion of shares held at 31 December |
Kefi Minerals Plc | 24 October 2006 | United Kingdom | 15.0% |
2012 | 2011 | ||
Amounts relating to associates: | |||
Total assets | 2,405 | 952 | |
Total liabilities | (237) | (251) | |
2,168 | 701 | ||
Loss for the year | (1,526) | (1,592) |
The Group discontinued recognising share of losses from Kefi Minerals Plc during the year since the cumulative share of loss recognised equals to its interest in the associate. The share of loss for the year that was not recognised was €93,000.
The market value of Kefi Minerals Plc as at 31 December 2012 was €19.1 million (GBP 15.6 million). EMED's share as at 31 December 2012 was €2.9 million.
Although the shareholding in Kefi Minerals Plc is less than 20%, the Company maintains the ability to exert significant influence due to the fact that two of the four Directors of KEFI are also directors of EMED.
15. Available‑for‑sale financial assets
2012 | 2011 | ||
Balance on 1 January and 31 December | - | 38 |
Fair values 2012 | Cost 2012 | Fair values 2011 | Cost 2011 | |
Investment in funds | - | - | 38 | 38 |
Available‑for‑sale financial assets, comprising principally investment in funds, are fair valued annually at the end of each reporting period. Available‑for‑sale financial assets are classified as non‑current assets, unless they are expected to be realised within twelve months from the end of the reporting period or unless they will need to be sold to raise operating capital.
16. Trade and other receivables
2012 | 2011 | |||
The Group | ||||
Receivables from related parties (Note 23) | 119 | 145 | ||
Deposits and prepayments | 494 | 586 | ||
VAT | 3,697 | 565 | ||
Other receivables | 20 | 62 | ||
4,330 | 1,358 | |||
The Company | ||||
Receivables from own subsidiaries | 96,533 | 65,358 | ||
Impairment of receivables from own subsidiaries | (96,533) | (63,358) | ||
Receivables from related parties (Note 23) | 119 | 145 | ||
Deposits and prepayments | 83 | 315 | ||
VAT | 241 | 220 | ||
443 | 680 | |||
The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above. Deposits and prepayments of the Group include a non-refundable deposit of €340,000 for detailed relocation planning studies and, if within ten years, the development of Biely Vrch is triggered by EMED, the Company will have the right, exercisable at its own discretion, to proceed to fund construction of new premises for Slavia Tools and acquire the old premises for a maximum cost of €11 million.
17. Cash and cash equivalents
2012 | 2011 | ||
The Group | |||
Cash at bank and in hand | 7,603 | 7,819 |
Cash and cash equivalents are denominated in the following currencies:
Euro - functional and presentation currency | 2,277 | 7,211 | |
Great Britain Pound | 5,319 | 543 | |
United States Dollar | 5 | 65 | |
Canadian Dollar | 2 | - | |
7,603 | 7,819 |
The Company | |||
Cash at bank and on hand | 5,785 | 5,323 |
Cash and cash equivalents are denominated in the following currencies:
Euro - functional and presentation currency | 459 | 4,715 | |
Great Britain Pound | 5,319 | 543 | |
United States Dollar | 5 | 65 | |
Canadian Dollar | 2 | - | |
5,785 | 5,323 |
18. Share capital
|
|
shares '000 | Share Capital GBP'000 | Share premium GBP'000 |
Total GBP'000 | ||||||
| Authorised | ||||||||||
| Ordinary shares of GBP0.0025 each | 1,800,000 | 4,500 | - | 4,500 | ||||||
| |||||||||||
| Issued and fully paid | 000'S | EUR'000 | EUR'000 | EUR'000 | ||||||
| Balance at 1 January 2011 | 673,167 | 2,059 | 79,492 | 81,551 | ||||||
Issue Date | Price (GBP) |
DETAILS |
| ||||||||
11 Jan 11 | 0.085 | Share placement | a) | 18,146 | 52 | 1,712 | 1,764 |
| |||
12 Jan 11 | 0.075 | Warrants exercised | b) | 1,833 | 5 | 154 | 159 |
| |||
18 Jan 11 | 0.080 | Option exercised | c) | 367 | 1 | 33 | 34 |
| |||
19 Jan 11 | 0.090 | Option exercised | d) | 1,000 | 3 | 102 | 105 |
| |||
19 Jan 11 | 0.105 | Warrants exercised | e) | 4,554 | 13 | 542 | 555 |
| |||
19 Jan 11 | 0.109 | Interest | f) | 1,043 | 3 | 129 | 132 |
| |||
06 April 11 | 0.080 | Option exercised | g) | 131 | 1 | 11 | 12 |
| |||
28 April 11 | 0.080 | Option exercised | h) | 375 | 1 | 33 | 34 |
| |||
09 May 11 | 0.080 | Option exercised | i) | 7,034 | 19 | 618 | 637 |
| |||
19 May 11 | 0.159 | Interest | j) | 709 | 2 | 126 | 128 |
| |||
20 Sep 11 | 0.101 | Interest | k) | 1,115 | 3 | 127 | 130 |
| |||
31 Dec 11 | 0.077 | Interest | l) | 1,473 | 5 | 131 | 136 |
| |||
31 Dec 11 | 0.041 | Conversion | m) | 145,505 | 436 | 6,758 | 7,194 |
| |||
Share issue costs | - | - | (210) | (210) |
| ||||||
Balance at 31 December 2011 | 856,452 | 2,603 | 89,758 | 92,361 |
| ||||||
| |||||||||||
07 Jan 12 | 0.073 | Interest | a) | 1,540 | 5 | 132 | 137 |
| |||
21 Feb 12 | 0.086 | Warrants exercised | b) | 1,800 | 5 | 180 | 185 |
| |||
16 Mar 12 | 0.087 | Warrants exercised | c) | 500 | 1 | 50 | 51 |
| |||
22 Mar 12 | 0.090 | Share placement | d) | 105,378 | 317 | 11,089 | 11,406 |
| |||
25 Apr 12 | 0.041 | Option exercised | e) | 250 | 1 | 12 | 13 |
| |||
20 Jun 12 | 0.084 | Warrants exercised | f) | 6,435 | 20 | 651 | 671 |
| |||
28 Aug 12 | 0.100 | Share placement | g) | 32,248 | 103 | 4,010 | 4,113 |
| |||
29 Aug 12 | 0.085 | Share placement | h) | 41,672 | 133 | 4,385 | 4,518 |
| |||
31 Aug 12 | 0.090 | Share placement | i) | 48,549 | 155 | 5,345 | 5,500 |
| |||
31 Aug 12 | 0.107 | Share placement | j) | 18,512 | 59 | 2,441 | 2,500 |
| |||
14 Nov 12 | 0.148 | Share placement | k) | 50,000 | 154 | 9,001 | 9,155 |
| |||
27 Dec 12 | 0.148 | Share placement | l) | 13,830 | 43 | 2,505 | 2,548 |
| |||
Warrant issue costs | (114) | (114) |
| ||||||||
Share issue costs | - | - | (1,475) | (1,475) |
| ||||||
Balance at 31 December 2012 |
| 1,177,166 | 3,599 | 127,970 | 131,569 |
| |||||
Authorised capital
Under its Memorandum the Company fixed its share capital at 1,000 ordinary shares of nominal value of CY£1 each.
On 19 December 2012 shareholders approved an increase in the authorized share capital of the Company from £3,500,000 to £4,500,000 by the creation of 400,000,000 new ordinary shares of £0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of £0.0025 each in the capital of the Company.
On 12 March 2012 shareholders approved an increase in the authorized share capital of the Company from £2,500,000 to £3,500,000 by the creation of 400,000,000 new ordinary shares of £0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of £0.0025 each in the capital of the Company.
On 22 November 2010 shareholders approved an increase in the authorized share capital of the Company from £1,750,000 to £2,500,000 by the creation of 300,000,000 new ordinary shares of £0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of £0.0025 each in the capital of the Company.
On 23 March 2009 shareholders approved an increase in the authorised share capital of the Company from £1,000,000 to £1,750,000 by the creation of 300,000,000 new ordinary shares of £0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of £0.0025 each in the capital of the Company.
On 26 May 2008 the Company passed the following special resolution:
That the authorized share capital of the Company be increased from GBP500,000 divided into 200,000,000 shares of GBP 0.0025 each, by GBP500,000 by the creation of 200,000,000 new ordinary shares of GBP0.0025 each, resulting to GBP1,000,000 divided into 400,000,000 shares of GBP0.0025 each.
Issued capital
2012
a) On 7 January 2012, 1,540,081 shares at GBP 0.0025 were issued at a price of GBP 0.073. Upon the issue, an amount of €132,256 was credited to the Company's share premium reserve.
b) On 21 February 2012, 1,799,900 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.086. Upon the issue an amount of €179,604 was credited to the Company's share premium reserve.
c) On 16 March 2012, 500,000 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.087. Upon the issue an amount of €50,581 was credited to the Company's share premium reserve.
d) On 22 March 2012, 105,378,519 shares at GBP 0.0025 were issued at a price of GBP 0.090. Upon the issue an amount of €11,089,179 was credited to the Company's share premium reserve.
XGC provided US$15 million equity by way of a subscription for 105,378,519 new ordinary shares of 0.25p each in the Company at 9 pence per share. In addition XGC will provide or arrange a US$15 million subordinated debt facility as required by the providers of senior debt finance (who will be providing the senior debt for the purposes of the restart of operations of the Rio Tinto Copper Project). The Company's subsidiary, EMED Marketing Limited ("EMED Marketing") granted XGC off-take rights over 25% of current reported copper reserves, at market prices. On 28 August 2012, XGC subscribed a further US$5 million equity by way of a subscription of 32,247,662 new ordinary shares of 0.25 pence each in the Company at 10p per share. XGC was granted further right of offtake over an additional 5% of current reported copper reserves at market prices.
e) On 25 April 2012, 250,000 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.041. Upon the issue an amount of €11,881 was credited to the Company's share premium reserve.
f) On 20 June 2012, 6,434,999 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.084. Upon the issue an amount of €651,427 was credited to the Company's share premium reserve.
g) On 28 August 2012, 32,247,662 shares at GBP 0.0025 were issued at a price of GBP 0.100. Upon the issue an amount of €4,010,359 was credited to the Company's share premium reserve.
h) On 29 August 2012, 41,672,243 shares at GBP 0.0025 were issued at a price of GBP 0.085. Upon the issue an amount of €4,385,118 was credited to the Company's share premium reserve.
i) On 31 August 2012, 48,549,234 shares at GBP 0.0025 were issued at a price of GBP 0.090. Upon the issue an amount of €5,345,189 was credited to the Company's share premium reserve (Note 11).
j) On 31 August 2012, 18,511,675 shares at GBP 0.0025 were issued at a price of GBP 0.107. Upon the issue an amount of €2,440,971 was credited to the Company's share premium reserve (Note 11).
k) On 14 November 2012, 50,000,000 shares at GBP 0.0025 were issued at a price of GBP 0.148. Upon the issue an amount of €9,000,630 was credited to the Company's share premium reserve.
On 14 November the Company completed an agreement with Red Kite, for an aggregate funding package of US$50 million. The agreement comprised an investment by Red Kite of US$15 million (approximately £9,447,000) in the Company by way of a subscription for a total of 63,829,787 new ordinary shares of 0.25 pence each ("Ordinary Shares") in two separate tranches at a price of 14.8 pence per share (equivalent approximately to US$0.235) (the "Subscription") and the entering into a commitment letter by Red Kite to conditionally agree to underwrite or arrange a standby loan facility of US$35 million in connection with the restart of commercial production at the Rio Tinto Copper Project and the granting to Red Kite of limited off-take rights over the Rio Tinto Copper Project's copper production based on current reported life of mine reserves from the planned initial operations. The Subscription was in two separate tranches with 50,000,000 Ordinary Shares subscribed for in the first tranche and 13,829,787 in the second tranche.
l) On 27 December 2012, 13,829,787 shares at GBP 0.0025 were issued at a price of GBP 0.148. Upon the issue an amount of €2,503,674 was credited to the Company's share premium reserve.
2011
a) On 11 January 2011, 18,145,500 shares at GBP 0.0025 were issued at a price of GBP 0.085. Upon the issue an amount of €1,711,868 was credited to the Company's share premium reserve.
b) On 12 January 2011, 1,832,680 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.075. Upon the issue an amount of €154,419 was credited to the Company's share premium reserve.
c) On 18 January 2011, 367,493 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.080. Upon the issue an amount of €33,097 was credited to the Company's share premium reserve.
d) On 19 January 2011, 1,000,000 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.090. Upon the issue an amount of €101,692 was credited to the Company's share premium reserve.
e) On 19 January 2011, 4,553,571 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.105. Upon the issue an amount of €542,441 was credited to the Company's share premium reserve.
f) On 19 January 2011, 1,043,025 shares at GBP 0.0025 were issued at a price of GBP 0.109. Upon the issue an amount of €128,604 was credited to the Company's share premium reserve.
g) On 6 April 2011, 130,968 shares at GBP 0.0025 were issued at a price of GBP 0.08. Upon the issue an amount of €11,545 was credited to the Company's share premium reserve.
h) On 28 April 2011, 375,000 shares at GBP 0.0025 were issued at a price of GBP 0.08. Upon the issue an amount of €32,899 was credited to the Company's share premium reserve.
i) On 9 May 2011, 7,033,555 shares at GBP 0.0025 were issued at a price of GBP 0.08. Upon the issue an amount of €618,068 was credited to the Company's share premium reserve.
j) On 19 May 2011, 709,322 shares at GBP 0.0025 were issued at a price of GBP 0.159. Upon the issue, an amount of €125,874 was credited to the Company's share premium reserve.
k) On 20 September 2011, 1,114,472 shares at GBP 0.0025 were issued at a price of GBP 0.101. Upon the issue, an amount of €126,601 was credited to the Company's share premium reserve.
l) On 31 December 2011, 1,473,466 shares at GBP 0.0025 were issued at a price of GBP 0.077. Upon the issue, an amount of €131,213 was credited to the Company's share premium reserve.
m) On 31 December 2011, 145,504,458 shares at GBP 0.0025 were issued at a price of GBP 0.041. Upon the issue, an amount of €6,758,090 was credited to the Company's share premium reserve.
Warrants
The Company has issued warrants to advisers to the Group. Warrants, noted below expire five or one and a half years after grant date and are exercisable at the exercise price.
2012
a) On 2 July 2012, 1 million warrants were issued to CATO Strategic which expire five years after the grant date, and are exercisable at any time within that period.
b) On 22 August 2012, 0.33 million warrants were issued to Canaccord Genuity which expire five years after the grant date, and are exercisable at any time within that period.
c) On 22 August 2012, 1.75 million warrants were issued to Fox Davies Capital which expire five years after the grant date, and are exercisable at any time within that period.
2011
a) On 12 January 2011, 0.78 million warrants were issued to Canaccord Genuity which expire one and a half years after the grant date, and are exercisable at any time within that period.
b) On 12 January 2011, 0.15 million warrants were issued to GMP Securities which expire one and a half years after the grant date, and are exercisable at any time within that period.
c) On 12 January 2011, 0.07 million warrants were issued to Paradigm Capital which expire one and a half years after the grant date, and are exercisable at any time within that period.
Details of share warrants outstanding as at 31 December 2012:
Grant date | Expiry date | Exercise price | Weighted average ex. price | Number of warrants 000's | |
24 December 2009 | 23 December 2014 | 11p | 1,237 | ||
02 July 2012 | 01 July 2017 | 10.5p | 1,000 | ||
22 August 2012 | 21 August 2017 | 8.5p | 2,084 | ||
4,321 | |||||
Warrants | |||||
Outstanding at 1 January 2012: | 10.2p | 11,513 | |||
- granted during the reporting period | 9.2p | 3,084 | |||
- exercised during the reporting period | 10.1p | (8,735) | |||
- expired during the reporting period | 10.1p | (1,541) | |||
Outstanding warrants at 31 December 2012 | 9.7p | 4,321 | |||
The estimated fair values of the warrants were calculated using the Black & Scholes option pricing model. The inputs into the model and the results are as follows:
Grant date | Weighted average share price | Weighted average exercise price | Expected volatility | Expected life (years) | Risk free rate | Expected dividend yield | Estimated fair value |
24 Dec 2009 | 11.00p | 11.00p | 105.13% | 5 | 5% | Nil | 6.19p |
02 Jul 2012 | 10.50p | 10.50p | 71.46% | 5 | 2% | Nil | 2.80p |
22 Aug 2012 | 8.50p | 8.50p | 85.50% | 5 | 2% | Nil | 3.00p |
The volatility has been estimated based on the underlying volatility of the price of the Company's shares in the preceding twelve months.
19. Share options reserve
2012
| 2011 | ||
Opening amount | 5,269 | 5,015 | |
Recognition of share based payment | 264 | 254 | |
Closing amount | 5,533 | 5,269 |
Details of share options outstanding as at 31 December 2012:
Grant date | Expiry date | Exercise price - GBP | Share options 000's |
25 Jan 2007 | 24 Jan 2013 | 0.120 | 1,500 |
26 Feb 2007 | 25 Feb 2013 | 0.135 | 2,800 |
11 May 2007 | 10 May 2013 | 0.150 | 2,500 |
26 Jun 2007 | 25 Jun 2013 | 0.187 | 500 |
26 Jun 2007 | 25 Jun 2013 | 0.170 | 625 |
23 Jul 2007 | 22 Jul 2013 | 0.200 | 1,000 |
31 Dec 2007 | 30 Dec 2013 | 0.220 | 3,975 |
15 Jan 2008 | 14 Jan 2014 | 0.238 | 1,000 |
07 May 2008 | 06 May 2013 | 0.200 | 1,712 |
01 Sep 2008 | 31 Aug 2014 | 0.200 | 700 |
23 Mar2009 | 22 Mar 2013 | 0.041 | 8,750 |
09 Jun 2009 | 08 Jun 2013 | 0.080 | 6,050 |
25 Jan 2010 | 24 Jan 2014 | 0.134 | 9,050 |
22 Apr 2010 | 21 Apr 2014 | 0.134 | 500 |
01 Jul 2010 | 30 Jun 2014 | 0.080 | 2,000 |
12 Oct 2010 | 11 Oct 2014 | 0.100 | 1,167 |
20 Dec 2010 | 19 Dec 2014 | 0.120 | 9,700 |
01 Oct 2011 | 30 Sep 2016 | 0.090 | 1,000 |
01 Dec 2011 | 30 Nov 2016 | 0.090 | 1,000 |
28 Dec 2011 | 27 Dec 2016 | 0.100 | 5,000 |
28 Dec 2011 | 27 Dec 2016 | 0.100 | 5,700 |
21 Apr 2012 | 20 Apr 2017 | 0.150 | 1,000 |
Total | 67,229 |
Weighted average exercise price |
Share options 000's | ||
Outstanding options at 1 January 2012: | 0.075 | 76,351 | |
- cancelled/expired during the reporting period | 0.135 | (9,872) | |
- exercised during the reporting period | 0.040 | (250) | |
- granted during the reporting period | 0.105 | 1,000 | |
Outstanding options at 31 December 2012 | 0.117 | 67,229 |
2012
On 21 April 2012, Mr R. Williams (management) was granted options to subscribe at any time until 20 April 2017 for an aggregate total of 1,000,000 Ordinary Shares at an exercise price per Ordinary Share of 10.5 pence. These options expire five years after the date of issue, vest in equal instalments from the date of grant of administrative standing over the lesser of three years or the time remaining to the expiry of the option.
2011
On 1 October 2011, Mr I. Perez (management) was granted options to subscribe at any time until 30 September 2015 for an aggregate total of 500,000 Ordinary Shares at an exercise price per Ordinary Share of 9 pence. These options are only exercisable over a 3-year period from the grant date (one third every year).
On 1 October 2011, Dr Jose Sierra Lopez (Director) was granted options to subscribe at any time until 30 September 2016 for up to 1,000,000 new Ordinary Shares at an exercise price of 9 pence per Ordinary Share.
On 1 December 2011, Robert Francis (Director) was granted options to subscribe at any time until 30 November 2016 for up to 1,000,000 new Ordinary Shares at an exercise price of 9 pence per Ordinary Share.
On 28 December 2011, Harry Adams (Managing Director), John Leach (Finance Director), Ronnie Beevor (Director), Ross Bhappu (Director), Roger Davey (Director) and Ashwath Mehra (Director) were granted options to subscribe at any time until27 December 2016 for up to 2,000,000, 1,000,000, 800,000, 400,000, 400,000 and 400,000 new Ordinary Shares respectively at an exercise price of 10 pence per Ordinary Share. These options expire five years after the date of issue, vest in equal instalments from the date of grant of administrative standing over the lesser of three years or the time remaining to the expiry of the option.
On 28 December 2011, management and employees were granted options to subscribe at any time until 27 December 2016 for up to 6,000,000 new Ordinary Shares at an exercise price of 10 pence per Ordinary Share. These options expire five years after the date of issue, vest in equal instalments from the date of grant of administrative standing over the lesser of three years or the time remaining to the expiry of the option.
The option agreements contain provisions adjusting the exercise price in certain circumstances including the allotment of fully paid Ordinary Shares by way of a capitalisation of the Company's reserves, a sub division or consolidation of the Ordinary Shares, a reduction of share capital and offers or invitations (whether by way of rights issue or otherwise) to the holders of Ordinary Shares.
The estimated fair values of the options were calculated using the Black & Scholes option pricing model. The inputs into the model and the results are as follows:
Grant Date | Weighted average share price | Weighted average exercise price | Expected volatility | Expected life (years) | Risk Free rate | Expected dividend yield | Estimated Fair Value |
21 Apr 2012 | 10.50p | 10.50p | 69.4% | 5 | 2.00% | Nil | 3.07p |
28 Dec 2011 | 10.00p | 10.00p | 73.6% | 5 | 2.00% | Nil | 2.21p |
01 Dec 2011 | 9.00p | 9.00p | 80.0% | 5 | 2.00% | Nil | 2.35p |
01 Oct 2011 | 9.00p | 9.00p | 76.2% | 5 | 2.00% | Nil | 1.67p |
20 Dec 2010 | 12.00p | 12.00p | 45.0% | 4 | 2.25% | Nil | 3.58p |
12 Oct 2010 | 10.00p | 10.00p | 45.0% | 4 | 2.25% | Nil | 2.82p |
1 Jul 2010 | 8.00p | 8.00p | 45.0% | 4 | 2.25% | Nil | 2.39p |
22 Apr 2010 | 12.00p | 13.40p | 45.0% | 4 | 2.25% | Nil | 3.11p |
25 Jan 2010 | 13.40p | 13.40p | 45.0% | 4 | 2.25% | Nil | 4.00p |
09 Jun 2009 | 7.82p | 8.00p | 104.5% | 4 | 5.00% | Nil | 4.00p |
23 Mar 2009 | 4.53p | 4.13p | 100.3% | 4 | 3.50% | Nil | 3.26p |
1 Sep 2008 | 21.50p | 20.00p | 68.2% | 6 | 5.00% | Nil | 10.07p |
7 May 2008 | 23.75p | 20.00p | 69.4% | 5 | 4.98% | Nil | 10.82p |
15 Jan 2008 | 19.75p | 23.80p | 66.0% | 6 | 4.98% | Nil | 8.35p |
31 Dec 2007 | 22.00p | 22.00p | 66.0% | 6 | 4.27% | Nil | 9.76p |
23 Jul 2007 | 14.00p | 20.00p | 57.9% | 6 | 6.35% | Nil | 5.13p |
26 Jun 2007 | 13.50p | 18.66p | 57.9% | 6 | 6.32% | Nil | 5.09p |
26 Jun 2007 | 13.50p | 17.00p | 57.9% | 6 | 6.32% | Nil | 5.30p |
11 May 2007 | 13.25p | 15.00p | 57.9% | 6 | 6.07% | Nil | 5.37p |
26 Feb 2007 | 11.83p | 13.50p | 60.0% | 6 | 5.85% | Nil | 4.19p |
25 Jan 2007 | 11.10p | 12.00p | 57.9% | 6 | 5.97% | Nil | 4.56p |
The volatility has been estimated based on the underlying volatility of the price of the Company's shares in the preceding twelve months.20. Trade and other payables
The Group | 2012 | 2011 | |
Non-current trade and other payables | |||
Social security* | 7,457 | 11,051 | |
Other payables** | 461 | - | |
7,918 | 11,051 | ||
Current trade and other payables | |||
Trade payables | 2,459 | 1,146 | |
Social security* | 3,599 | 2,813 | |
Other payables** | 614 | - | |
Accruals | 371 | 401 | |
VAT | 282 | 231 | |
Other | 401 | 252 | |
7,726 | 4,843 | ||
The Company | |||
Current trade and other payables | |||
Accruals | 346 | 372 | |
Other payables | 74 | 211 | |
420 | 583 |
The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.
*Social Security: On 25 May 2010 EMED Tartessus S.L recognized a debt with the Social Security's General Treasury in Spain amounting to €16.9 million that was incurred by a previous owner in order to stop the execution process by Public Auction of the land over which Social Security had a lien. €1.5 million was repaid in 2010, €1.6 million was repaid in 2011, with a further €2.8 million repaid in 2012.
** Other payables relate to future land option payments and promissory notes to Rumbo and Inland.
21. Acquisition of subsidiaries
During 2012, the Company acquired a new subsidiary in Spain, Eastern Mediterranean Exploration and Development S.L.U. (see Note 13).
There were no acquisitions in 2011.
22. Discontinued operations
There were no discontinued operations during 2012 or 2011.
23. Related party transactions
The following transactions were carried out with related parties:
23.1 Compensation of key management personnel
The total remuneration of the Directors and other key management personnel was as follows:
2012 | 2011 | ||
Directors' fees | 734 | 596 | |
Directors' other benefits | 325 | 111 | |
Share option-based benefits to directors | 42 | 47 | |
Other key management personnel fees | 635 | 536 | |
Share option-based and other benefits to other key management personnel | 327 | 186 | |
2,063 | 1,476 |
Share-based benefits
The directors and key management personnel have been granted options as set out in Note 19.
23.2 Transactions with KEFI Minerals PLC.
The Company has an on-going service agreement with its associate, KEFI Minerals Plc, for provision of management and other professional services.
2012 | 2011 | ||
Transactions with KEFI Minerals Plc | 124 | 115 |
23.3 Year-end balances arising from sales of services
2012 | 2011 | ||
Receivable from related party (Note 16): | |||
KEFI Minerals Plc- Associate | 119 | 145 |
The above balances bear no interest and are repayable on demand.
23.4 Conversion of secured loan facility
On 4 March 2009 the Company entered into a Convertible Loan Agreement with RCF and RMB to provide a borrowing facility of up to US$8.5 million (the 'Facility'). The Facility was arranged to provide funds for the Rio Tinto Copper Project in Spain, gold project in Slovakia and for general working capital purposes and was convertible at a share price of 4.13 pence ("Conversion Price"). On 28 December 2011, both RCF and RMB converted the outstanding principal amount of the Facility into Ordinary Shares at the Conversion Price.
24. Contingent liabilities
On 23 September 2010, EMED Tartessus ("EMEDT") was notified that the Andalucían Water Authority ("AWA") had initiated a Statement of Objections and Opening of File (the "Administrative File") following allegations by third parties of unauthorized industrial discharges from the Tailings Management Facility ("TMF") at the Rio Tinto Copper Mine in the winter months of late 2010 and early 2011. These assertions are judicial (alleging negligence) and administrative (alleging damage to the environment) in nature. At that time, the Company owned 33% of the TMF and the owners of the remaining 67% are co-defendants (Rumbo and Zeitung).
In December 2011 the judicial claims were dismissed in the initial discovery phase by the appeals Court (upholding a lower court decision) finding that the controlled discharges of excess rainwater were force majeure events carried out to protect the stability of the TMF, thereby ensuring public safety and protection of the environment (the "Court Decisions"). Given that all judicial claims were dismissed in the very early stages of the court´s investigation, no formal charges were ever made against EMEDT or against any of its Directors or Officers.
Now that the Court Decisions are final, the Administrative File, which can only result in a monetary sanction against the co-defendants, has been re-opened.
On January 2, 2013 EMEDT, Rumbo and Zeitung were notified of a Resolution of Fine and Damages (a totalling of €1,867,958.39). EMEDT has appealed this Resolution and has separately requested a suspension of the notice to pay the proposed fine and damages. In considering the suspension of the obligation to pay the fine and damages pending the outcome of the substantive issues, the Courts can ask the company to deposit a bond to cover the amount of the fine and damages.
The Company will continue to defend its actions vigorously. In fact, no "industrial discharge" took place, but rather a force majeure controlled discharge of excess rainwater accumulated in the TMF since industrial operations ceased in the early 2000´s with no actual damage to the environment having taken place. All actions taken by the Company were conducted with full transparency and in constant communication with the Government of Andalusia. EMEDT did all it could under the circumstances to meet its standard of care to protect the environment and public safety under the relevant legislation, as acknowledged in the Court Decisions and it is important to note was the only co-owner to do so.
It is improbable that any fine or sanction will be imposed against EMEDT once the Administrative File, reaches its conclusion in approximately 3-5 years.
As part of the acquisition cost of a 95% share in Eastern Mediterranean Minerals (Cyprus) Limited, an additional contingent consideration of €616,200 is payable by the Company to Hellenic Mining Company Ltd one month after the date on which Eastern Mediterranean Minerals (Cyprus) Limited first receives revenue of €1,027,000 from or in respect of specific exploration tenements.
25. Commitments
Spain
There are no minimum exploration requirements at the Rio Tinto Copper Project. However, the Group is obliged to pay municipal taxes which currently are approximately €88,000 per year in Spain and the Group is required to maintain the Rio Tinto site in compliance with all applicable regulatory requirements.
As part of the consideration for the purchase of land from Rumbo, EMED Tartessus has agreed to pay a royalty to Rumbo subject to commencement of production of $250,000 in each quarter where the average price of LME copper or the average copper sale price achieved by the Group is at least $2.60/lb. No royalty is payable in respect of any quarter where the average copper price for that quarter is below this amount and in certain circumstances any quarterly royalty payment can be deferred until the following quarter. The royalty obligation terminates 10 years after commencement of production. Commencement of production is defined as being the processing of ore at a rate of nine million tonnes per annum for a continuous period of six months and the date that is 18 months after the first product sales from the Rio Tinto Copper Project. Additionally, if after seven years from the date of the land purchase, the Group has not obtained all necessary licenses to open and operate the Rio Tinto Copper Project, the land will be sold back to Rumbo for €1. Should the Group sell the land prior this date to a third party Rumbo shall be paid €5.5 million and the above mentioned royalty novated to the third party,
EMED Tartessus has entered into a 50/50 joint venture with Rumbo to evaluate and exploit the potential of the class B resources in the tailings dam and waste areas at the Rio Tinto Copper Project. Under the joint venture agreement, EMED Tartessus will be the operator of the joint venture, will reimburse Rumbo for the costs associated with the application for classification of the Class B resources and will fund the initial expenditure of a feasibility study up to a maximum of €2 million. Costs are then borne by the joint venture partners in accordance with their respective ownership interests. Half of the costs paid by EMED Tartessus in connection with the feasibility study can be deducted from any royalty which may fall due to be paid.
At the Rio Tinto Copper Project, the Group has four year options with each of Zeitung and Inland for the purchase of certain land plots adjacent to the mine at a purchase price of €4.202 million (expiry date 31 July 2016) and €4.648 milion (expiry date 2 August 2016) respectively. The Zeitung option requires an annual option payment from the Group of €119,500 and the Inland option requires an annual payment of €130,500 which is deductable from the purchase price. In each case, half of the purchase price can be made by the issue of share in EMED Mining based on a weighted average market price at the time of the purchase.
Slovakia
There are minimum exploration expenditure requirements for the Slovakia tenements. Tenements are granted for 4 years and over this period a minimum of 70% of the budget proposed by the Group must be spent in order to extend the tenement life for another 2 periods (4 and 2 years, respectively). The first year minimum spend is 10% of the individual tenement budget.
Currently the official exploration budget across the Slovakian tenements, according to the exploration programs submitted to the competent Ministry of Environment, is approx. €3.9 million in total (for the period 2009 to 2015 for all 6 tenements). Annual tenement rental fees for 2013 are in the order of €56,000 this year. EMED has met its obligations to date. All annual technical and financial reports have been submitted in time.
Other
In Cyprus, there are no exploration commitments required and tenement rentals are approximately €36,000 per annum.
26. Events after the reporting period
Due to the financial crisis in Cyprus, a number of legislative changes were proposed, none of which affected the status of Group's holding company as an investment holding company, which included a one-off levy on bank deposits held in Cypriot based banks as at 15 March 2013. The proposed levy was set at 9.9% on bank deposits exceeding €100,000 and at 6.75% on deposits below that. This proposal was rejected by the Cyprus Parliament. Had the legislation been passed, it would have imposed a levy of approximately €20,000 on deposits the Company holds in Cypriot banks and created a contingent liability of approximately €250,000 on deposits the Company holds in a UK bank which is administered by the bank's Cyprus branch. The situation in Cyprus has not been resolved at the date of this report but it is unlikely that the Company's exposure will materially exceed the amounts above and may be less, depending upon the outcome.
There were no other events after the reporting period, which would have a material effect on the consolidated financial statements.
MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND OPERATIONS ANNUAL 31 DECEMBER 2012
This Management's Discussion and Analysis ("MD&A") of financial condition and results of operations should be read in conjunction with the audited annual consolidated financial statements and related notes thereto of EMED Mining Public Limited (the "Company" or "EMED Mining") and its subsidiaries (together "EMED" or "Group") for the year ended 31 December 2012. The audited annual consolidated financial statements and related notes on which the MD&A are based have been prepared in accordance with the International Financial Reporting Standards ("IFRS").
This report which is dated 22 March 2013 and the Company's other public filings, including its most recent Annual Information Form, can be viewed via the SEDAR website (www.sedar.com).
Cautionary Statements Regarding Forward Looking Statements
This MD&A contains "forward‑looking information" which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company, and the Group and its projects, the future price of metals, the estimation of ore reserves and mineral resources, the conversion of mineral resource estimates to ore reserve estimates, the realization of ore reserve estimates, the timing and amount of estimated future production, costs of production, capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcomes of pending litigation and/or regulatory matters. Often, but not always, forward‑looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate" or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Accordingly, readers should not place undue reliance on forward‑looking statements.
Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are based on facts and assumptions that management considers reasonable. The material assumptions upon which such forward-looking statements are based include, among others, that: the grant of Administrative Standing (as defined herein) will be obtained; all other regulatory approvals and authorizations from the Andalucía Government and departmental ministries will be obtained; additional lands needed to develop and commence operations at the Rio Tinto Copper Project project will be successfully expropriated or commercial settlements with landowners will be reached; requisite shareholder approval for project re-start will be obtained; definitive documentation for project financing will be completed; regulatory and political views regarding the Rio Tinto Copper Project project will remain positive and unchanged; the demand for copper will develop as anticipated; that the price of copper will remain at levels that render the Rio Tinto Copper Project economic; the mineral resource and reserve estimates as disclosed in the Rio Tinto Technical Report (as defined herein) will be realized; and that there are no material unanticipated variations in the production, capital cost and economic estimates as disclosed in the Rio Tinto Technical Report.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward‑looking statements. Such factors include, among others: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of metals; the future cost of capital to the Company; possible variations of ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; political instability, terrorism, insurrection or war; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled "Risk Factors" in the Company's Annual Information Form for the year ended 31 December 2012 (the "AIF") available under the Company's profile on SEDAR at www.sedar.com .
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward‑looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward‑looking statements contained herein are made as of the date of this AIF and the Company disclaims any obligation to update any forward‑looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws. There can be no assurance that forward‑looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Reconciliation Note between JORC and CIM Standards
This MD&A may contain disclosure of mineral resources and ore reserves using the Australasian Code for Reporting of Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Mineral Council of Australia, as amended ("JORC"). While the technical disclosure on the Company's material properties in this MD&A has been prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") of the Canadian Securities Administrators, the estimates of mineral resources and ore reserves are disclosed using the categories under JORC. There is no material difference between JORC and The Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards for Mineral Resources and Mineral Reserves" adopted by the CIM Council on 11 December 2005.
History and Strategy
EMED Mining (AIM: EMED, TSX: EMD) is committed to the development of metal production operations in Europe, with an initial focus on copper and gold. The strategy is to evaluate and prioritise metal production opportunities in several jurisdictions throughout the well-known belts of base and precious metal mineralisation in the European region.
In Spain, the Group's Rio Tinto Copper Project provides an excellent opportunity to bring a large copper mine back into production at a relatively low total cost as it already has an established open-pit mine, processing plant and other infrastructure. Other mineral deposits on the same property are also earmarked for potential redevelopment and a drilling program is planned to coincide with the restart of the Cerro Colorado Open Pit operations.
In Slovakia, the Biely Vrch deposit at the Group's Detva Gold Project is a potential greenfields development of an open-pit gold mine.
EMED Mining has earlier-stage activities in Cyprus via its 95%-owned subsidiary, and in Saudi Arabia via 15%-owned associate KEFI Minerals Plc. In 2009, KEFI Minerals formed the Gold and Minerals Joint Venture ("G&M") in Saudi Arabia with a local Saudi partner to explore for gold and associated metals in the Arabian Shield. To date, Kefi Minerals, in conjunction with its joint venture partner (Abdul Rahman Saad Al-Rashid & Sons Company Limited ("ARTAR")) has conducted preliminary regional reconnaissance and currently has 19 Exploration Licence Applications (ELAs), of which 4 have been granted. Diamond and Reverse Circulation (RC) drilling has commenced on 2 licences and a geophysics programme completed on one prospect. Infill RC drilling is progressing on the Jibal Qutman licence with the company aiming to develop an open cut heap leach mining operation in 2014.
EMED Mining is managed by a well-qualified, multi-cultural team drawn initially from Australia and the United States of America and now predominantly comprised of European citizens. The main priority for the short term is to safely and efficiently start copper production at the Rio Tinto Copper Project once EMED Mining has completed the regulatory approval process, financed the start-up and obtained shareholder approval.
Overview of Operations and Significant Events
The Company, listed on AIM in May 2005 and on the TSX in December 2010 continues to be dependent upon cash generated from equity financings to fund its activities.
The ownership of the Company consists of substantial international mining investment specialists including the following:
·; The Board and senior management who come from Australia, Canada, the United States of America and Europe include mining engineers, metallurgical engineers, financiers and management specialists with extensive experience in project development and operations;
·; Astor Management AG ("Astor"), a large Swiss-based metals and commodities investments group.
·; Rand Merchant Bank ("RMB"), a large South African mining bank with specialist mine investment teams based in Australia, United Kingdom and the United States of America;
·; RBC Asset Management, a leading Canadian funds management company;
·; Resource Capital Fund IV L.P. ("RCF"), the world's largest group of mine development investment funds, is based in the United States of America with offices in Australia and Canada;
·; RK Mine Finance (Master) Fund II LP ("Red Kite"), a New York based copper trading and investment company;
·; Yanggu Xiangguang Copper Co. Ltd ("XGC"), a large copper smelting group based in China which has agreed to be a cornerstone customer and project financier for the Rio Tinto Copper Project; and
·; Rumbo 5-Cero S.L. ("Rumbo"), part of an established diversified Andalucían investment group.
During the fourth quarter the following developments are particularly noteworthy:
On 14 November the Company completed an agreement with a cornerstone customer, Red Kite, for an aggregate funding package of US$50 million. The agreement comprised an investment by Red Kite of US$15 million (approximately £9,447,000) in the Company by way of a subscription for a total of 63,829,787 new ordinary shares of 0.25 pence each ("Ordinary Shares") at a price of 14.8 pence per share (equivalent approximately to US$0.235) and enter into a conditional agreement to provide or arrange a standby loan facility of US$35 million in connection with the restart of the Rio Tinto Copper Project. In return, the company granted to Red Kite limited off-take rights over the Rio Tinto Copper Project's copper production based on the current reported life of mine reserves from the planned initial operations.
The Company has now negotiated preliminary arrangements with XGC, Goldman Sachs International and Red Kite to potentially provide $225 million in funding for the Rio Tinto Copper Project restart.
Apart from the equity investments, project funding is subject to the parties negotiating and entering into definitive documentation including inter-creditor agreements and consents required to give effect to security and ranking provisions contained in the terms underlying the funding arrangements.
Mineral Exploration and Development Property Interests
Spain - Rio Tinto Copper Project
EMED Mining, via its wholly-owned subsidiary EMED Tartessus, owns 100% of the Rio Tinto Copper Project in Andalucía, Spain. The Group is the owner of the mine, the mineral rights and the processing plant and is complying with all regulatory requirements to be awarded the permits necessary to restart operations, being principally the Unified Environmental Authorisation ("AAU"), Administrative Standing (or "Titularidad Administrativa"), approval of the Final Restoration Plan and approval of the operating project (the "Mining Permit" or "Exploitation Permit"), so that the project can proceed, ultimately to restart copper production.
As detailed in the NI 43-101 Technical Report issued February 2013, key anticipated production parameters for the Rio Tinto Copper Project are:
Spain - Rio Tinto Copper Project - continued
·; Ramp-up to a 9 million tonne per annum ("tpa") throughput over a two-year period;
·; Open-pit mine with average waste-to-ore strip ratio of ~ 1.1 to 1;
·; Contained copper-in-concentrate averaging ~37,000 tpa;
·; Measured and Indicated Resources = 203 million tonnes at 0.46% copper, containing 933,000 tonnes of copper (inclusive of Ore Reserves);
·; Ore Reserves = 123 million tonnes at 0.49% copper, containing 600,000 tonnes of copper; Mine life > 14 years.
·; Project cost estimates will require refinement when permitting conditions are finalised and after engineering is duly completed and procurement arranged.
Steps to Restart Copper Production
Mining activities are the responsibility of the Autonomous Communities of Spain (i.e. individual states, which in the case of the Rio Tinto Copper Project is Andalucía) and the provincial government within those states (for the Rio Tinto Copper Project, this is the province of Huelva). For the Rio Tinto Copper Project, the Huelva Territorial division of the Ministry of Economy, Innovation, Science and Employment ("CEICE", as it is now known) of the Junta de Andalucia (the "Andalucian Government") is the substantive regulatory body that has the authority to approve the restart of mining operations which requires the granting of Administrative Standing (administrative approval of the transmission of the mineral rights held by EMED since 2007), approval of the final restoration plan and the operating license ("Mining Permit"). This is the case except for explosive permits which are governed by the Central Government of Spain.
Approvals are also required from:
(i) The Huelva Territorial Division of the now-renamed Ministry of Agriculture, Fishing and Environment ("Environment"), which specifically are the:
1. Unified Environmental Authorisation ("AAU") (which includes the Environmental Impact Statement ('EIS') and Final Restoration Plan amongst other environmental permits); and
2. Concession required for public domain water, and
(ii) The Huelva Territorial Delegation of the Ministry of Culture ("Culture") as various project lands are listed as cultural heritage sites.
The steps to restarting production at the Rio Tinto Copper Project are briefly summarised as follows:
·; Receipt of the AAU, Administrative Standing, approval of the Final Restoration Plan and granting of the Mining Permit. In this regard:
o The AAU was resubmitted in February 2012. As required by administrative procedure, the Company´s AAU was submitted for public review for a 30-day period in June 2012 which concluded on July 24 2012. The Company has completed its responses to the public comments received, none of which were considered material. Once all review processes are finalised, the Company expects to receive its AAU authorisation conditional on certain conditions which it believes will have been taken into account in project planning.
o Once the AAU is approved, the final restoration plan which was submitted to CEICE in 2010 can be updated to reflect any final conditions contained in the AAU.
o Between August and December 2012 the Company responded to the final Andalucian Government requests for updates to technical and economic information submitted originally submitted in 2010 as part of the Administrative Standing request;
o Engineering being completed now that the authorities have informally agreed permitting conditions. The only material aspect of project approval under discussion is the conditions to be attached to the operation and closure of the tailings deposit, the due diligence for which is being completed in accordance with the recommendations of CEDEX, Spain´s national civil engineering review agency.
o The technical team has expanded the water management and environmental plans to reflect the enlarged land footprint and the Government's new river management policies. The relevant water concession application is currently being updated to reflect those changes made to the water management plans and will be resubmitted in due course.
o The Company received conditional approval from Culture in December 2010 which must now be updated to take into account the expanded restoration footprint.
The restart is expected to be straightforward from an operational perspective, with an established infrastructure and processing facility that can be readily restarted, albeit with aspects to be updated to incorporate mining industry improvements that have been developed over the past 20 years.
It is also anticipated that the following project features will also be revised in due course after exploration drilling has been conducted:
·; Ore Reserves (Proven and Probable - 123 million tonnes at 0.49% copper, containing 600,000 tonnes of copper) are currently based on a cut-off grade of 0.2% copper which was derived using a copper price of $2.00/lb ($4,400/tonne). In due course, this needs re-optimisation in light of the planned drilling within the open pit;
·; Mineral Resources (Measured plus Indicated - 203 million tonnes at 0.46% copper, containing 933,000 tonnes of copper) which was derived using a copper price of $3.00/lb ($6,600/tonne) for the Cerro Colorado open pit. This needs updating in light of the planned drilling of the open pit and the underground deposits on the property.
Slovakia - Detva Gold Project
EMED is advancing its 100%-owned Biely Vrch gold deposit, which is a potential greenfields development of an open pit gold mine. Biely Vrch gold deposit contains Indicated Resources of 461,000 ounces (17.7 million tonnes at 0.81g/t gold) and Inferred Resources of 596,000 ounces (24.0 million tonnes at 0.77g/t gold).
A revised Scoping Study completed by AMC Consultants (UK) Ltd in June 2010 confirmed the attractive economics of developing a mine at Biely Vrch based on a gold price of US$1,000/ounce (currently >US$1,600/ounce). The envisaged project has the following parameters:
·; Initial capital cost of ~US$64 million including the acquisition of additional lands;
·; 3 million tonne per annum, heap-leach operation;
·; Open-pit mine with average waste-to-ore strip ratio of 0.84 to 1;
·; Mine plan tonnage of 27.5 million tonnes at 0.86g/t gold, containing 756,000 ounces of gold;
·; Overall gold recoveries averaging 81%; and
·; Annual gold production of 60,000 ounces at an average C1 cash cost of ±US$530/ounce.
The Scoping Study is preliminary in nature and includes Inferred Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorised as ore reserves, and there is no certainty that the preliminary assessment will be realised. The capital cost noted above is a preliminary estimate derived in May 2010. Since that time, a number of changes to costs, commodity prices, and geotechnical data have suggested that updating of the Scoping Study would be beneficial. In fact, the Biely Vrch project is in a transitional phase from Scoping Study to Pre-Feasibility Study, and a series of additional technical works, such as further metallurgical testing, geotechnical and mining engineering are being considered by EMED.
Detva Gold Project Permitting
The Group has been granted Protective Deposit Status over the Biely Vrch gold deposit and an application for a Mining Lease Area has been made. Thirty eight state, regional and local regulatory bodies consented to the Company being granted its Mining Lease Area. On 19 November 2012 the District Mining Bureau has granted the Mining Lease Area to the Company. The decision is now being under ratification at the Central Mining Bureau level and ratification is expected.
EMED is working towards reaching various agreements with local parties directly impacted by the potential development. However, there has been recent opposition by anti-mining lobby groups and a series of community briefings and consultations have being conducted during 2012 in the local towns and villages with direct participation by the Group Managing Director and other Directors and staff of the Company's Slovakian subsidiary.
In response to public consultations, the Company voluntarily commissioned and published a Preliminary Social Impact Study and a Preliminary Economic/Technical Study and invited input from local communities and action groups. Studies and consultation results voluntarily took part of the Mining Lease Area proceedings
On 10 May 2012, EMED reached an agreement with Slavia Tools Company, owner of the factory directly adjacent to the Biely Vrch Gold Deposit, whereby the EMED finances Slavia Tools with €340,000 for detailed relocation planning studies and, if within ten years, the development of Biely Vrch is triggered by EMED, the Company will have the right, exercisable at its own discretion, to proceed to fund construction of new premises for Slavia Tools and acquire the old premises for a maximum cost of €11 million. Consultation meetings with the owners of other properties in the vicinity of the contemplated project development continue.
On 12 July 2012, EMED Slovakia presented its plans on the development of Biely Vrch Gold Project to the Committee for Land Planning and Environmental Protection in Central Slovakia.
KEFI Minerals Plc
KEFI Minerals Plc is a gold and copper exploration company with projects mainly in the Kingdom of Saudi Arabia. It commenced trading on AIM in December 2006. EMED Mining contributed initial assets and currently has a 15.0% shareholding.
In Saudi Arabia, KEFI Minerals Plc has a joint venture with leading Saudi construction and investment group ARTAR. This joint venture already has 4 licenses granted, with 15 Exploration Licence Applications (ELAs) pending in Saudi Arabia.
Selected Financial Data
The table below summarises selected consolidated financial information for the Group's audited consolidated financial statements for the years ended 31 December 2012, 2011 and 2010.
As at and forthe yearended31 Dec 2012 | As at and for the year ended 31 Dec 2011 | As at and for the year ended 31 Dec 2010 | |
Exploration expenses | (1,201) | (1,427) | (1,431) |
Care and maintenance expenses | (5,638) | (4,449) | (3,779) |
Share-based benefits | (151) | (140) | (1,197) |
Other operating expenses | (4,358) | (3,692) | (3,651) |
Other income | 126 | 117 | 121 |
Net foreign exchange loss | (172) | (363) | (8) |
Net finance costs | (488) | (1,180) | (1,185) |
Impairment of intangible assets | - | - | (310) |
Share of results of associates | (136) | (266) | (165) |
Tax | 543 | 1,733 | 1,372 |
Loss for the year | (11,475) | (9,667) | (10,233) |
Basic and fully diluted loss per share (cents) | (1.2) | (1.4) | (2.4) |
Total assets | 79,593 | 51,830 | 59,059 |
Total liabilities | (15,644) | (15,901) | (24,493) |
Dividends | - | - | - |
The Group recorded a consolidated loss of €11.5 million (or (1.2) cents per share) for the year ended 31 December 2012, compared with a consolidated loss of €9.7 million (or (1.4) cents per share) for the year ended 31 December 2011, an increase of €1.8 million. The increase is mainly due to higher care and maintenance expenditure at the Rio Tinto Copper Project and higher other operating expenses, which include costs associated with a listed public company such as shareholder communications, on-going listing costs, legal costs, head office salaries and travel. The Group recorded a consolidated loss of €10.2million (or (2.4) cents per share) for the year ended 31 December 2010.
During the year ended 31 December 2012, the Group expended €1.2 million (2011: €1.4 million; 2010: €1.4 million) on exploration expenditure. In accordance with the Group's conservative accounting policy all exploration expenditure is written off when incurred.
During the year ended 31 December 2012, the Group also expended €5.6 million (2011: €4.4 million; 2010: €3.8 million) on care and maintenance of the Rio Tinto Copper Project. The increase in expenditure relates to higher levels of activity in Spain. The greater care and maintenance costs are due to increased staff costs, professional services, site security costs and the preparation of additional technical analysis for the government. Other costs included in care and maintenance such as environmental monitoring, pumping and water management remained constant for the years under review, except for generator usage which has increased in 2012 over previous years.
The impact of share based payments during 2012 was a net charge to income of €0.2 million (2011: €0.1 million; 2010: €1.2 million). As at 31 December 2012, the equity reserve recognized for share based payments amounted to €5.5 million (2011: €5.3 million; 2010: €5 million).
Other operating expenses for the year ended 31 December 2012 at €4.4 million (2011: €3.7 million; 2010: €3.7 million) represent corporate costs and include outlays associated with a listed public company such as shareholder communications, legal costs, on-going listing costs and fees, administrative salaries and travel. Overall, other operating expenses have increased due to an increase in financing and transaction based activities (such as the land purchases mid-year), with the result that legal fees and other costs in connection with those various financing activities went up.
Net foreign exchange losses recorded during the year were the result of movements in exchange rates on cash balances held by the Company. Net foreign exchange losses were highest in 2011 due to the translation of the Convertible Loan Facility (now repaid) from US Dollars to Euros (2012: €172 thousand; 2011: €363 thousand; 2010: €8 thousand).
Net finance costs for the year ended 31 December 2012 were €0.5 million (2011: €1.2 million; 2010: €1.2 million). This relates entirely to interest paid on the debt to the Department of Social Security of €498 thousand (2011: €587 thousand; 2010: €357 thousand) and discussed below. Previous years were higher because they included interest on a Convertible loan which was repaid on 31 December 2011 (2011: €815 thousand; 2010: €813 thousand).
Total assets were €79.6 million as at 31 December 2012, compared to €51.8 million as at 31 December 2011 (31 December 2010: €59.1 million), an increase of €27.8 million. The Group's significant assets are its mineral properties and mining plant, property and equipment at the Rio Tinto Copper Project. The increase in assets during the year was mainly due to an increase in property (up by €21.3 million) as a result of land purchases mid-year which consolidated the Company's operation at Rio Tinto, plant and equipment and intangible assets (up by €3.4 million) and trade and other receivables (up by €3.0 million)
In May 2010, EMED Tartessus entered into an agreement with the Department of Social Security in Spain whereby the Department agreed not to enforce its liens against certain assets owned by EMED Tartessus, provided that the then outstanding debt of €16.9 million be repaid in full over a five year period. In 2012, an amount of €2.8 million was paid (2011: €1.6 million; 2010: €1.5million), and annual payments including interest of €3.6 million, €5 million and €2.5 million are due to be made. The liens had been granted as a form of security interest against Rio Tinto Copper Project landholdings to secure the payment of the debt owed to the Department of Social Security by a previous owner, Minas de Rio Tinto S.A. ("MRT"). EMED Tartessus has always been aware of the liens, which are a result of unpaid social security obligations of MRT. Full repayment of this debt is considered as part of the cost to re-start production at the Rio Tinto Copper Project and is regarded as a land acquisition cost. At 31 December 2012, the balance still to be paid was €11.1 million.
Receivables as at 31 December 2012 are €4.3 million (2011: €1.4 million; 2010; €1.1 million) of which €3.7 million (2011:€0.6 million; 2010: €0.8 million) VAT due from authorities in Cyprus and Spain, deposits of €0.5 million (2011: €0.6 million; 2010: €0.3 million) and due from related parties an amount of €0.1 million. The increase in the VAT receivable is due to the VAT paid on land acquired at Rio Tinto.
Current Liabilities stood at €7.7 million as at 31 December 2012 (2011: €4.8 million; 2010: €10.6 million). Accounts payable increased by €2.9 million at 31 December 2012 principally as a result of an increase by €1.3 million of trade payables in respect of engineering studies at the Rio Tinto Copper Project, an increase by €0.8 million in the current portion of the liability with the debt with the Department of Social Security and an increase by €0.8 million of the current portion of future land option payments and promissory notes.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
Currently enacted tax rates are used in the determination of deferred tax. Deferred tax assets are only recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. As at 31 December 2012, the Group's deferred tax assets stood at €6.4 million (2011: €5.8million; 2010: €4.1 million) and these will be utilised subject to the re-start of the Rio Tinto Copper Project.
Summary of Quarterly Results
The Company has prepared unaudited condensed interim consolidated financial statements for the quarters ended 31 March 2011, 30 June 2011, 30 September 2011, 31 March 2012, 30 June 2012 and 30 September 2012.
As at and for the 3 months ended 31 Mar 2011 | As at and for the 3 months ended 30 Jun 2011 | As at and for the 3 months ended 30 Sep 2011 | As at and for the 3 months ended 31 Dec 2011 | As at and for the 3 months ended 31 Mar 2012 | As at and for the 3 months ended 30 Jun 2012 | As at and for the 3 months ended 30 Sep 2012 | As at and for the 3 months ended 31 Dec 2012 | |
1Q11 | 2Q11 | 3Q11 | 4Q11 | 1Q12 | 2Q12 | 3Q12 | 4Q12 | |
Exploration expenses | (326) | (368) | (411) | (322) | (246) | (255) | (399) | (301) |
Care and maintenance expenses | (1,113) | (1,144) | (1,520) | (672) | (1,308) | (1,322) | (2,118) | (890) |
Share-based benefits | (206) | - | - | (48) | (68) | (34) | (49) | - |
Other operating expenses | (730) | (942) | (1,020) | (887) | (1,488) | (1,122) | (905) | (843) |
Other income | - | 57 | - | 60 | - | 65 | 30 | 31 |
Net foreign exchange (loss)/gain | (107) | 94 | (166) | (184) | (99) | 143 | (144) | (72) |
Net finance costs | (340) | (261) | (272) | (307) | (122) | (124) | (122) | (120) |
Share of results of associates | (56) | (75) | (70) | (64) | (66) | (70) | - | - |
Tax | 400 | 405 | 558 | 370 | 443 | 584 | 551 | (1,035) |
Loss for the period | (2,478) | (2,234) | (2,901) | (2,054) | (2,954) | (2,135) | (3,156) | (3,230) |
Loss per share (cents) | (0.36) | (0.32) | (0.41) | (0.28) | (0.34) | (0.21) | (0.32) | (0.33) |
In 4Q12 the Group recorded a consolidated loss of €3.2 million, compared with a 3Q12 loss of €3.2 million, a 2Q12 loss of €2.1 million and €3.0 million loss for 1Q12. The loss in 4Q12 has remained unchanged from the loss in the previous quarter. The decrease in the care and maintenance expenses in 4Q12 was offset by the tax charge in the quarter.
During 4Q12, the Group expended €0.3 million on exploration expenditure (3Q12: €0.4 million; 2Q12: €0.3 million; 1Q12: €0.2 million). Exploration expenditure was relatively constant throughout these periods and was largely attributable to exploration activities in Slovakia. Exploration in 3Q11 was somewhat higher was due to exploration expenses incurred in Portugal on the Regua tungsten deposit. In December 2011, the Company allowed the option to acquire the Regua tungsten deposit in Portugal to lapse.
During 4Q2012, the Group expensed €0.9 million on care and maintenance at the Rio Tinto Copper Project (3Q12: €2.1million; 2Q12: €1.3 million; 1Q12: €1.3 million). Expenditure varied between quarters primarily due to timing but overall there was an increase in care and maintenance over the previous year which was a reflection of increased activity in the year and higher power generation costs.
Other operating expenses for 4Q12 amounted to €0.8 million (3Q12: €0.9 million; 2Q12: €1.1 million; 1Q12: €1.5 million). These costs are corporate costs which include costs of being a listed public company such as shareholder communications, on-going listing costs, legal costs, administrative salaries and travel. Overall, other operating expenses have increased from the previous year due to an increase in financing and transaction based activities (such as the land purchases mid-year), with the result that legal fees and other costs in connection with those various financing activities went up.
Net finance costs for 4Q12 were €0.1 million (3Q12: €0.1 million; 2Q12: €0.1 million; 3Q12: €0.1 million). Finance costs have remained constant over the periods under review.
Financing Activities
Statement of Cash Flows Summary
| For the year ended 31 Dec 2012 | For the year ended 31 Dec 2011 |
Cash flows used in operating activities | (14,791) | (12,061) |
Cash flows used in investing activities | (16,747) | (4,875) |
Net cash flows from financing activities | 31,322 | 3,222 |
Net decrease in cash and cash equivalent | (216) | (13,714) |
In 2012, cash flows used in operating activities increased mainly due to an increase in trade and other receivables being the increased VAT receivable resulting from the VAT paid on the purchase of land in Spain for the operation of the Rio Tinto Copper Project.
In 2012, cash flows used in investing activities were mainly due to €13.3 million investment in property plant and equipment (2011: €2.4 million) and due to €3.4 million investment in intangible assets (2011: €2.7 million).
In 2012, the Group obtained net €31.3 million from share issues (2011: €3.2 million).
The gross equity raisings are summarised in the table below in chronological order:
(All amounts in million) | Number of Ordinary Shares Issued |
Issue Price |
Gross Proceeds C$ |
Gross ProceedsGBP |
Gross Proceeds€ |
UK Placement - May 2010 | 83,571,429 | GBP 0.105 | 14.0 | 8.8 | 10.1 |
Canadian IPO - December 2010 | 180,970,000 | C$ 0.135 | 24.6 | 15.4 | 18.3 |
UK Placement - December 2010 | 60,126,386 | GBP 0.085 | 8.1 | 5.1 | 6.0 |
Canadian Option - January 2011 | 18,145,500 | C$ 0.135 | 2.4 | 1.5 | 1.8 |
XGC Placement - March 2012 | 105,378,159 | GBP 0.090 | 15.2 | 9.5 | 11.4 |
XGC Placement - August 2012 | 32,247,662 | GBP 0.100 | 5.1 | 3.2 | 4.1 |
Canadian & UK Placement - August 2012 | 41,672,243 | GBP 0.085 | 5.7 | 3.6 | 4.5 |
Rumbo Placement - August 2012 | 48,549,234 | GBP 0.089 | 6.9 | 4.3 | 5.5 |
Inland Placement - August 2012 | 18,511,675 | GBP 0.107 | 3.2 | 2.0 | 2.5 |
Red Kite Placement - November & December 2012 | 63,829,787 | GBP 0.148 | 15.1 | 9.5 | 11.7 |
Total | 100.3 | 62.9 | 75.9 |
Note: Currency conversion based on an exchange rate of C$1.00 = GBP0.6268.
On 3 May 2010, the Company completed a private placement of 83,571,429 Ordinary Shares at a price of GBP0.105 per Ordinary Share. The total proceeds received from the private placement were approximately €10.1 million.
On 20 December 2010 in conjunction with the TSX listing, EMED Mining raised a total of C$32.7 million (GBP20.5 million) via an Initial Public Offering in Canada and a concurrent Private Placement in the UK.
In January 2011, and as a result of a subsequent exercise of the over-allotment option granted to the Company's Canadian Agents, on its Canadian Initial Public Offering, C$2.4 million (GBP1.5 million) was raised.
On 28 December 2011 RCF and RMB converted the outstanding principal amount of the Convertible Loan Facility (see below) of US$8.5 million into new ordinary shares at the conversion price of 4.13 pence per ordinary share and a total of 145,504,558 new ordinary shares were issued.
In March 2012, the Company completed a private placement with XGC, for an aggregate funding package of US$30 million. XGC provided US$15 million equity by subscribing for 105,378,159 new ordinary shares in the Company at a price of 9 pence per share, representing a 10% ordinary equity position on a fully diluted basis.
XGC also provided a conditional agreement to underwrite or arrange a standby loan facility of US$15 million in connection with the restart of commercial production at the Rio Tinto Copper Project. In August 2012, XGC made an additional investment of US$5 million by subscribing for 32,247,662 ordinary shares of 0.25 pence at a price of 10 pence per share bringing its interest in the Company to 11% on a fully diluted basis. EMED Marketing Limited has granted XGC off-take rights over 30% of current reported copper reserves, at market prices.
In August 2012 the Company purchased land plots from Rumbo covering part of the tailings dams at the Rio Tinto Copper Project for €10 million, satisfied as follows:
·; €4.5 million in cash; and
·; €5.5 million by the allotment of 48,549,234 new ordinary shares of 0.25p each at 8.98 pence per share.
The cash portion was funded by a private placement in Canada and the UK of 41,672,243 Ordinary Shares at a price of GBP0.085 per Ordinary Share raising total proceeds of €4.5 million.
Also in August 2012, the Company purchased land plots covering the main tailings dam wall at the Rio Tinto Copper Project from Inland Trading 2006, S.L. ("Inland"), for €5 million, satisfied as follows:
·; €1 million in cash;
·; €1.5 million payable in cash in eight equal instalments over a period of 24 months; and
·; €2.5 million by the allotment of 18,511,675 new ordinary shares of 0.25p each in at 10.7 pence per share.
In addition, EMED Mining has been granted options by Inland and Construcciones Zeitung, S.L. ("Zeitung") to acquire additional plots of land in the surrounding district (the "Option Lands"), exercisable within four years at an aggregate price of €9 million. The Option Lands are of interest to the Company because of the scale of potential expansion in the longer term.
The land plots acquired from Rumbo were necessary for the restart of operations at the Rio Tinto Copper Project and those plots acquired from Inland, which cover part of the main tailings dam wall, together with the Option Lands, satisfy all of the project's needs for tailings deposition from proposed operations along with the potential expansion thereof in the shorter term.
On 14 November the Company completed an agreement with a cornerstone customer, Red Kite, for an aggregate funding package of US$50 million. The agreement comprised an investment by Red Kite of US$15 million (approximately £9,447,000) in the Company by way of a subscription for a total of 63,829,787 new ordinary shares of 0.25 pence each at a price of 14.8 pence per share (equivalent approximately to US$0.235) and a conditional agreement to underwrite or arrange a standby loan facility of US$35 million in connection with the restart of commercial production at the Rio Tinto Copper Project. The Company granted to Red Kite initial off-take rights of 13.5% over the Rio Tinto Copper Project's copper production based on current reported life of mine reserves which can increase to 27% if the standby loan facility is used.
Liquidity
The Group is in the exploration and development stage and as such does not generate revenue from operations. It is the Group's goal to reach producer status and generate revenues that will significantly enhance the value of the Group and reduce the need for equity type funding to maintain its liquidity.
Financial and commodity markets continue to show volatility due to uncertainty. Nonetheless, the outlook for copper has remained positive. It is important to recognise that, while the Group is still reliant on equity funding, the commissioning of one of the Group's projects, and in particular the Rio Tinto Copper Project would move EMED into the producer category quite quickly, given the anticipated short start-up time once governmental approvals have been obtained. Upon the grant of the relevant government approvals, the Group will commence the restart at the Rio Tinto Copper Project and will need to secure additional project financing (see Mineral, Exploration and Development Property Interests - Funding).
Contractual Obligations
The following table lists, as of 31 December 2012, information with respect to the Group's known contractual obligations:
Contractual obligations |
Total | Less than 1 year | 1 - 2 years | 3 - 5 years |
Debt with department of social security (Spain) | 11,056 | 3,599 | 5,024 | 2,433 |
Debt regarding purchase of land (Spain) | 1,075 | 614 | 461 | - |
Total contractual obligations | 12,131 | 4,213 | 5,485 | 2,433 |
Contingent Contractual Obligations | ||||
Acquisition of the remaining 49% of the Rio Tinto Copper Project | 53,000 | 8,833 | 17,666 | 26,501 |
The following table lists, as of 31 December 2011, information with respect to the Group's known contractual obligations:
Contractual obligations |
Total | Less than 1 year | 1 - 2 years | 3 - 5 years |
Debt with department of social security | 15,894 | 4,843 | 8,635 | 2,416 |
Total contractual obligations | 15,894 | 4,843 | 8,635 | 2,416 |
Contingent contractual obligations | ||||
Acquisition of the remaining 49% of the Rio Tinto Copper Project | 53,000 | 8,833 | 17,666 | 26,501 |
Astor Management AG ("Astor") (formerly MRI) Acquisition Agreement
In September 2008, the Group moved to 100% ownership of EMED Tartessus (and thus full ownership of the Rio Tinto Copper Project) by acquiring the remaining 49% of the issued capital of EMED Tartessus. The cost of the acquisition was satisfied by issuing 39,140,000 Ordinary Shares to MRI Investment AG ("MRI") at an issue price of 21p per Ordinary Share and a deferred cash settlement of €52,999,999 (including loans of €9,116,617 owed to companies related to MRI incurred in relation to the operation of the Rio Tinto Copper Project) to be paid by the Group over six or seven years (at the option of the Company). This consideration is payable once the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Copper Project has been granted and the Group has secured project finance and is able to draw down funds under such facilities.
In consideration for agreeing to pay the deferred cash settlement over six or seven years and for MRI's consent to the arrangements that were entered into in connection with the Convertible Loan Facility (now repaid), the Company agreed to potentially pay further deferred consideration of up to €15,900,000 in regular instalments over the deferred consideration payment period depending upon the price of copper. Any such additional payment will only be made if, during the relevant period, the average price of copper per tonne is US$6,614 or more (US$3.00/lb). On 11 November 2011, MRI novated its right to be paid the deferred consideration to Astor.
As security for the obligation on EMED Tartessus to pay the deferred consideration to Astor, EMED Holdings (UK) Limited has granted a pledge to MRI Resources AG (part of the Astor Group) over the issued capital of EMED Tartessus and the Company has provided a parent company guarantee.
The funds required to make these payments, should EMED proceed with the restart of the Rio Tinto Project, would be sourced from senior project debt and from project cash flow.
Convertible Loan Facility
On 4 March 2009 the Company entered into a Convertible Loan Agreement with RCF and RMB to provide a borrowing facility of up to US$8.5 million (the 'Facility'). The Facility was arranged to provide funds for the Rio Tinto Copper Project in Spain, gold project in Slovakia and for general working capital purposes and was convertible at a share price of 4.13 pence ("Conversion Price"). On 28 December 2011, both RCF and RMB converted the outstanding principal amount of the Facility into Ordinary Shares at the Conversion Price.
Settlement Agreement with the Department of Social Security
In 2010, EMED Tartessus entered into a Settlement Agreement with the Department of Social Security for extinguishing the liens against its principal landholdings of the Rio Tinto Copper Project upon repayment of the outstanding debt in the amount of €16.9 million. EMED Tartessus has paid €5.9 million to 31 December 2012 (2011: €3.1 million), in accordance with the agreed repayment schedule. The balance outstanding at 31 December 2012 is €11.1 million.
Contingent liabilities
On 23 September 2010, EMED Tartessus ("EMEDT") was notified that the Andalucían Water Authority ("AWA") had initiated a Statement of Objections and Opening of File (the "Administrative File") following allegations by third parties of unauthorized industrial discharges from the Tailings Management Facility ("TMF") at the Rio Tinto Copper Mine in the winter months of late 2010 and early 2011. These assertions are judicial (alleging negligence) and administrative (alleging damage to the environment) in nature. At that time, the Company owned 33% of the TMF and the owners of the remaining 67% are co-defendants (Rumbo and Zeitung).
In December 2011 the judicial claims were dismissed in the initial discovery phase by the appeals Court (upholding a lower court decision) finding that the controlled discharges of excess rainwater were force majeure events carried out to protect the stability of the TMF, thereby ensuring public safety and protection of the environment (the "Court Decisions"). Given that all judicial claims were dismissed in the very early stages of the court´s investigation, no formal charges were ever made against EMEDT or against any of its Directors or Officers.
Now that the Court Decisions are final, the Administrative File, which can only result in a monetary sanction against the co-defendants, has been re-opened.
On January 2, 2013 EMEDT, Rumbo and Zeitung were notified of a Resolution of Fine and Damages (a total of €1,867,958.39). EMED has appealed this Resolution and has separately requested a suspension of the notice to pay the proposed fine and damages. In considering the suspension of the obligation to pay the fine and damages pending the outcome of the substantive issues, the Courts can ask the company to deposit a bond to cover the amount of the fine and damages.
The Company will continue to defend its actions vigorously. In fact, no "industrial discharge" took place, but rather a force majeure controlled discharge of excess rainwater accumulated in the TMF since industrial operations ceased in the early 2000´s with no actual damage to the environment having taken place. All actions taken by the Company were conducted with full transparency and in constant communication with the Government of Andalusia. EMEDT did all it could under the circumstances to meet its standard of care to protect the environment and public safety under the relevant legislation, as acknowledged in the Court Decisions and it is important to note was the only co-owner to do so.
It is improbable that any fine or sanction will be imposed against EMEDT once the Administrative File, reaches its conclusion in approximately 3-5 years.
As part of the acquisition cost of a 95% share in Eastern Mediterranean Minerals (Cyprus) Limited, an additional contingent consideration of €616,200 is payable by the Company to Hellenic Mining Company Ltd one month after the date on which Eastern Mediterranean Minerals (Cyprus) Limited first receives revenue of €1,027,000 from or in respect of specific exploration tenements.
Commitments
Spain
There are no minimum exploration requirements at the Rio Tinto Copper Project. However, the Group is obliged to pay municipal taxes which currently are approximately €88,000 per year in Spain and the Group is required to maintain the Rio Tinto site in compliance with all applicable regulatory requirements.
As part of the consideration for the purchase of land from Rumbo, EMED Tartessus has agreed to pay a royalty to Rumbo subject to commencement of production of $250,000 in each quarter where the average price of LME copper or the average copper sale price achieved by the Group is at least $2.60/lb. No royalty is payable in respect of any quarter where the average copper price for that quarter is below this amount and in certain circumstances any quarterly royalty payment can be deferred until the following quarter. The royalty obligation terminates 10 years after commencement of production. Commencement of production is defined as being the earlier of processing of ore at a rate of nine million tonnes per annum for a continuous period of six months or the date that is 18 months after the first product sales from the Rio Tinto Copper Project. Additionally, if after seven years from the date of the land purchase, the Group has not obtained all necessary licenses to open and operate the Rio Tinto Copper Project, the land will be sold back to Rumbo for €1. Should the Group sell the land prior this date to a third party Rumbo shall be paid €5.5 million and the above mentioned royalty novated to the third party,
EMED Tartessus has entered into a 50/50 joint venture with Rumbo to evaluate and exploit the potential of the class B resources in the tailings dam and waste areas at the Rio Tinto Copper Project. Under the joint venture agreement EMED Tartessus will be the operator of the joint venture, will reimburse Rumbo for the costs associated with the application for classification of the Class B resources and will fund the initial expenditure of a feasibility study up to a maximum of €2 million. Costs are then borne by the joint venture partners in accordance with their respective ownership interests. Half of the costs paid by EMED Tartessus in connection with the feasibility study can be deducted from any royalty paid to Rumbo which may fall due to be paid.
At the Rio Tinto Copper Project, the Group has four year options with each of Zeitung and Inland for the purchase of certain land plots adjacent to the mine at a purchase price of €4.202 million (expiry date 31 July 2016) and €4.648 milion (expiry date 2 August 2016) respectively. The Zeitung option requires an annual option payment from the Group of €119,500 and the Inland option requires an annual payment of €130,500 which are deductable from the purchase price. In each case, half of the purchase price can be made by the issue of shares in EMED Mining based on a weighted average market price at the time of the purchase.
Slovakia
There are minimum exploration expenditure requirements for the Slovakia tenements. Tenements are granted for 4 years and over this period a minimum of 70% of the budget proposed by the Group must be spent in order to extend the tenement life for another 2 periods (4 and 2 years, respectively). The first year minimum spend is 10% of the individual tenement budget.
Currently the official exploration budget across the Slovakian tenements, according to the exploration programs submitted to the competent Ministry of Environment, is approx. €3.9 million in total (for the period 2009 to 2015 for all 6 tenements). Annual tenement rental fees for 2013 are in the order of €56,000 this year. EMED has met its obligations to date. All annual technical and financial reports have been submitted in time.
Other
In Cyprus, there are no exploration commitments required and tenement rentals are approximately €36,000 per annum.
Off-Balance Sheet Arrangements
The Group has no off-balance sheet arrangements.
Transactions with Related Parties
The following transactions are carried out with related parties:
1. Compensation of key management personnel, which includes directors and certain senior managers.
2. Transaction with KEFI Minerals Plc ("KEFI"). EMED Mining has a 15.0% interest in KEFI and an ongoing service agreement to provide management and other professional services. The cost of providing this service to KEFI has been GBP 0.1 million per annum, which has been charged back to KEFI.
Both transactions are measured at cost and both have on-going contractual relationships.
|
| Year ended 31 Dec 2012 | Year ended 31 Dec 2011 |
Compensation - Directors and Key Management Personnel |
| 2,063 | 1,476 |
Service charges to KEFI |
| 124 | 115 |
|
|
|
|
Financial Risk Management Policies
The Group's financial instruments consist mainly of deposits with banks, short-term investments, accounts receivable and payable, and leases. The Group is exposed to interest rate risk, commodity price risk, liquidity risk and currency risk arising from the financial instruments that it may hold. The risk management policies employed by the Group are discussed below.
Treasury risk management
The Board reviews credit risk policies and future cash flow requirements as required. The Board's overall risk management strategy seeks to assist the consolidated group in meeting its financial targets, whilst minimising potential adverse effects on financial performance. The main risks the Group is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk and credit risk.
Interest rate risk
The Group's exposure to the risks of changes in market interest rates relates primarily to the Group's short-term deposits with a floating interest rate. These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets and liabilities in the form of receivables and payables are non-interest bearing.
Commodity price risk
The Group does not currently derive revenue from sale of products; therefore the effect on profit and equity as a result of changes in the price risk is not considered material. However the fair value of the mineral projects and the ability of EMED to develop the Rio Tinto Copper Project will be impacted by commodity price changes (predominantly copper and gold) and could impact future revenues once operational. Management monitors current and projected commodity prices.
Liquidity risk
The Group manages liquidity risk by monitoring forecast cash requirements. The Group's operations require it to raise capital on an on-going basis to fund its planned exploration program and to commercialise its tenement assets. If the Group does not raise capital in the short term, it can continue as a going concern by reducing planned but not committed exploration expenditure until funding is available and/or entering into joint venture arrangements where exploration is funded by the joint venture partner.
Credit risk
Credit risk is managed on a Group basis and refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group as well as through deposits with financial institutions. The Group has adopted a policy of only dealing with credit worthy counterparties obtaining sufficient collateral or other security where appropriate as means of mitigating the risk of financial loss. The maximum exposure to credit risk, excluding the value of any collateral or other security, at the reporting date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the consolidated financial statements. The credit risk on liquid funds and financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
Foreign currency risk
The Group has exploration activities in Spain, Slovakia and Cyprus. During the year to 31 December 2012 most funds are held in Euro, some deposits are held in Canadian Dollars, US Dollars and GBP for working capital purposes. The Group is exposed to fluctuations in foreign currencies arising from the purchase of goods and services in currencies other than the group's measurement currency. The Group is mainly exposed to Euros and the Group's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly. The Group's current policy is not to enter into any currency hedging transactions.
Critical Accounting Estimates
The fair values of the Groups' financial assets and liabilities approximate to their carrying amounts at the reporting date. The preparation of the financial report requires the making of estimations and assumptions that affect the recognized amounts of assets, liabilities, revenues and expenses and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods, if the revision affects both current and future periods.
EMED takes a conservative approach in its accounting policy towards exploration expenditure and to goodwill on acquisition. All such expenditures are written off on acquisition or when incurred pending the Board's decision to commence project development.
The Group has three major accounting estimates:
(1) Deferred Tax relating to the Rio Tinto Copper Project in Spain. The carry forward tax losses for the Group as at 31 December 2012 were €45.4 million of which €24.1 million (deferred tax value of 2012: €6.4 million; 2011: €5.8 million) was attributable to EMED Tartessus and the Rio Tinto Copper Project. It is only these tax losses that have been recognized by the group as this is the only project where the Group has a reasonable expectation of utilizing such losses.
(2) Capitalisation of expenses at the Rio Tinto Copper Project in Spain. The value of the assets located in Spain relate directly to the ability of the Group to obtain a mining license and restart mining operations. Should the Group not be able to do either, adjustments to the carrying value of assets (tangible and intangible) will have to be made. The value of the adjustments cannot be estimated at present; and
(3) IFRS 2 "Share Based Payments" requires the recognition of equity-settled share-based payments at fair value at the date of grant and the recognition of liabilities for cash settled share based payments at the current fair value at each balance sheet date. The fair value is measured using the Black Scholes pricing model. The inputs used in the model are based on management's best estimates, for the effects of non-transferability, exercise restrictions and behavioural considerations.
31 Dec 2012 | 31 Dec 2011 | |
Property, plant and equipment | 49,448 | 28,363 |
Intangible assets | 11,833 | 8,424 |
Deferred tax | 6,379 | 5,812 |
Share options reserve | 5,533 | 5,269 |
Changes in Accounting Policies
The Group has not changed any accounting policy since the year ended 31 December 2012.
Financial Instruments and Other Instruments
The Group's financial assets and liabilities consist of cash and cash equivalents, investments, receivables, accounts payable and accrued liabilities, some of which are denominated in British pounds, Canadian dollars, Euros and U.S. dollars.
The Group is at risk of financial gain or loss as a result of foreign exchange movements against the Euro. The Group minimises its foreign exchange risk by maintaining low account balances in currencies other than the Euro. The Group does not currently have major commitments to acquire assets in foreign currencies and historically has incurred the majority of its exploration costs in Euro.
Outstanding Share Data
The Company's authorised share capital consists of 1,800,000,000 Ordinary Shares of 0.25p each as at 31 December 2012. As at 31 December 2012, the Company had the following shares outstanding and commitments to issue shares:
Number of shares | |
Ordinary Shares | 1,117,165,948 |
Warrants | 4,321,226 |
Options | 67,228,878 |
Fully diluted | 1,248,716,052 |
Internal Controls Risks
Management has established systems of Internal Control over the Financial Reporting ("ICFR") process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced. There was no change in the Group's ICFR that occurred during the period beginning on 1 January 2012 and ended on 31 December 2012 that has materially affected, or is reasonably likely to materially affect, the Group's ICFR.
Additional Information
Additional information relating to the Company, including the Company's AIF is available under the Company's profile on SEDAR at www.sedar.com.
CORPORATE INFORMATION
Directors Ronald Beevor Chairman Aristidis (Harry) Anagnostaras-Adams Managing Director/ CEO
John Leach Finance Director/CFO Jasper Bertisen Director Roger Davey Director Robert Francis Director Harry Liu Director José Sierra López Director Ashwath Mehra Director
Senior Management Ron Cunneen - Group Chief Geologist
William Enrico - Chief Operating Officer
Rod Halliday - Deputy Chairman EMED Spain
Igor Tham - Chairman EMED Slovakia
Fernando Arauz de Robles Villalón - General Manager of Institutional Relations
Rob Williams - Group Development Manager
Registered Office 1 Lampousas Street, Nicosia, Cyprus
Stock Exchange Listings Toronto Stock Exchange TSX Code: EMD
London Stock Exchange AIM: EMED
| Further Information on EMED Mining
Visit: www.emed-mining.com Mail: 1 Lampousas Street, Nicosia. Cyprus
T: +357 22442705 F: +357 22421956
To be notified by email of future announcements, visit the website www.emed-mining.com and subscribe to EMED Mining email list.
Shareholder Enquiries The main registrar for the Ordinary Shares is Cymain Registrars Ltd., 26 Vyronos Avenue, 1096 Nicosia, Cyprus. The custodian of the depositary interest facility is Computershare Investor Services PLC (UK), The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. The Canadian sub-registrar and transfer agent for the Ordinary Shares is Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1.
|
Related Shares:
Atalaya Mining