22nd Dec 2016 12:34
For immediate release
22 December 2016
West African Minerals Corporation
("WAFM", the "Group" or the "Company")
Interim Report and Financial Statements for the Period Ended 30 September 2016
The Directors of West African Minerals Corporation (AIM: WAFM) are pleased to announce its unaudited consolidated interim financial statements for the period ended 30 September 2016.
Financial Highlights
· Total Assets remained at £22.4 million (31 March 2016: £22.4 million, no impairment losses were recognised during the period).
· Cash on hand equates to £3.44 million (31 March 2016: £3.57 million).
· Operational expenses continue to be rigorously controlled at all levels.
· During the financial period under review, the Group reported a total comprehensive loss of £0.07 million (30 September 2015: £0.41 million).
· Basic and diluted loss per share decreased to 0.030 pence per share (30 September 2015: 0.11 pence).
Operational Highlights
Scoping Study Commissioned for Sanaga
· WAFM has appointed Royal Haskoning DHV to prepare a Scoping Study on the potential production of iron ore pellets from the Sanaga iron ore deposit. The Board has approved a budget of US$200,000 for the production of this Scoping Study and has requested significant shareholder, Plinian Capital, to provide its technical experts to manage the production of the study which should be completed during the second quarter of calendar 2017.
· The company continues to evaluate suitable target businesses in the mineral resource sector for acquisition or investment.
Cash Preservation
· Due to continuing uncertainty over the medium term evolution of iron ore prices WAFM has continued to focus on cash preservation.
· This strategy will remain in place through 2017, until such time as the company makes a new investment or implements its regional steel production strategy, or sees a sustained improvement in market conditions.
Contacts:
West African Minerals Corporation | Gerard Holden | +44 (0)1624 639396 |
Beaumont Cornish (Nominated Advisor) | Roland Cornish / Michael Cornish | +44 (0)20 7628 3396 |
Beaufort Securities Limited (Broker) | Jon Belliss | +44 (0)20 7382 8300 |
A copy of the Interim Results as well as this announcement will be available on the Group's website at www.westafricanminerals.com
Chairman's statement
Dear Shareholders,
Outlook
2016 has seen a doubling of iron ore prices from a low around US$40 per tonne in January to recent highs just over US$80 per tonne, still down over 40% from its 2013 peak of over US$140 per tonne. Renewed confidence in the iron ore market has been mainly driven by Chinese re-stocking although market experts are not yet convinced that the price rally is sustainable, especially given President-elect Trump's apparent negative sentiment towards China - although his infrastructure plans could be steel intensive.
West African Minerals remains fortunate among its peers in that it has no debt, a healthy cash balance and a low maintenance cash burn rate of less than US$0.5 million per year. Our strategy remains to prudently advance our most mature and promising iron asset toward production by securing appropriate infrastructure and seeking out compelling new business opportunities in the mineral resource space outside of iron ore where there may be significant unrecognized value. Our long term view is that all mineral commodities are fundamentally cyclical and that those companies that can take advantage of periods of extremely low asset valuations to build their portfolio will be well place to benefit from the eventual market recovery.
We thus continue to focus significant effort on how best to utilize our existing assets, notably utilizing the Sanaga deposit as a low cost feed source for an iron ore pellet project and to the review and evaluate new business opportunities for advanced exploration or producing assets in mineral commodities other than iron ore. We will continue to preserve cash and only spend funds on compelling value generation opportunities.
2016 Operations in Review
Development of the Sanaga Mineral Deposit
In previous messages to shareholders we reported on the declared Maiden Inferred Mineral Resource Estimate (MRE) at Sanaga - 82.9 Mt @ 32.1% Fe at a 25% cut-off grade, including a higher grade oxidised cap of near-surface enriched mineralisation of 15.8 Mt @ 37.3% Fe at a 25% cut-off grade. Preliminary metallurgical test work has confirmed that we can produce a premium grade and quality concentrate (69% Fe at average mass recoveries of 40%) from this ore and this would be suitable as a local supply for a Cameroon-based steel industry.
We have recently appointed Royal Haskoning DHV to conduct a Scoping Study to an accuracy of +/-35%. The study is due to start in January 2017 and should be completed in the second quarter of calendar 2017. We have budgeted to spend US$200,000 on this study including a US$25,000 management fee to shareholder Plinian Capital. The study will focus on an open pit mine plan, process design, a market study for the appropriate iron ore pellet market, identification of potential relevant customers, review of available and likely required logistics and infrastructure, optimisation of production rate and a financial model to allow your Board to evaluate the sense of progressing further with this project.
Cash Preservation
Given the persisting weak iron ore market, WAFM continues to operate with a skeleton staff, cash preservation budget and has significantly reduced expenditure relating on its lease holding and service providers.
New Business
The company has reviewed and assessed a number of projects as suitable targets for acquisition or investment by WAFM. However none of these projects has yet met the company's value generation criteria when subjected to due diligence.
Results to September 2016
During the financial period under review, the Group reported a reduced total comprehensive loss of £0.07 million (2015: £0.41 million). This reduction in loss was expected following stringent cost cutting as a result of implementation of a new stream-lined budget for the Company to reduce expenditures at operational and corporate level.
The Company also assessed the carrying value of deferred mine costs relating to areas for which licenses were still held for impairment as at 30 September 2016 and considered that the recoverable amount of these assets exceeded the carrying amount and as such, no further impairment was recognised. There have been no indications of impairment since the last review and exploration activities to date have continued to be positive.
The Company's Shareholders' Equity reduced by £0.05 million primarily as a result of the operational costs incurred during the period.
Total costs capitalised to Deferred Mine Exploration costs stood at £11.96 million (31 March 2016: £11.83 million).
Cash stood at £3.44 million at the end of the period (31 March 2016: £3.57 million).
Total number of shares in issue as at the period end was 381.2 million, there were no new shares issued during the period.
Summary
Until market fundamentals stabilise and fundamental medium term demand from China strengthens, WAFM will continue to preserve cash while positioning itself for the eventual and, in the view of the Board, inevitable recovery. The cash preservation program has been in place for the last two years while the company continues to evaluate opportunities and has now decided to move forward with the Scoping Study for the Sanaga Iron ore Pellet Project.
The Company is cautiously optimistic in the medium term outlook for the future demand for iron ore and is committed to creating sustainable value for shareholders through cash flow generating assets with anticipated low operational and capital costs.
Gerard Holden
Chairman
22 December 2015
Directors' report
The Directors present their interim report and the unaudited consolidated interim financial statements for West African Minerals Corporation ("WAFM" or the "Company") for the six month period ended 30 September 2016.
Principal activity
The Company seeks investment opportunities across all types of natural resources projects. This investing policy permits the review and consideration of potential investments in not just metals and metals projects, but also investment in all types of natural resources projects, including but not limited to all metals, minerals and hydrocarbon projects, or physical resource assets on a worldwide basis.
Results and transfers to reserves
The results and transfers to reserves for the period are set out on pages 6 to 9.
The Group made a total comprehensive loss for the period after taxation of £68,659 (2015: £406,534).
Dividend
The Directors do not propose the payment of a dividend for the period (2015: £nil).
Directors
The Directors who served during the period and to date are:
Gerard Holden | ||
Bradford Mills* | ||
Andrew Gutmann * Willy Simon * | ||
James Mellon * | ||
* non-executive |
By order of the Board
Gerard Holden
Director Craigmuir Chambers
Road Town
22 December 2016 Tortola
British Virgin Islands
Unaudited consolidated statement of comprehensive income
for the six-month period ended 30 September 2016
Notes | Period ended 30 September 2016 (unaudited) | Period ended 30 September 2015 (unaudited) | |||||
£ | £ | ||||||
Continuing operations | |||||||
Income | - | - | |||||
Operating expenses | |||||||
Directors' fees | 18 | (15,118) | (11,719) | ||||
Salaries and wages | (4,743) | (11,284) | |||||
Consultants' fees | (3,200) | (57,373) | |||||
Other professional fees | (95,028) | (202,902) | |||||
Administration expenses | (63,597) | (80,202) | |||||
Share option and warrants | 16 | (16,527) | (39,132) | ||||
Other costs | (160) | (18,045) | |||||
─────── | ─────── | ||||||
Total operating expenses | 4 | (198,373) | (420,657) | ||||
Other gains - net | 95,987 | 3,212 | |||||
Profit on disposal of fixed assets | - | 18,387 | |||||
Finance income | 2,758 | 5,254 | |||||
─────── | ─────── | ||||||
Loss before income tax | (99,628) | (393,804) | |||||
Taxation | 5 | - | - | ||||
─────── | ─────── | ||||||
Loss from continuing operations | (99,628) | (393,804) | |||||
Discontinued operations | |||||||
Loss from discontinued operations | 8 | - | (14,871) | ||||
─────── | ─────── | ||||||
Loss for the period | (99,628) | (408,675) | |||||
Other comprehensive loss - foreign currency translation reserve | 30,969 | 2,141 | |||||
─────── | ─────── | ||||||
Total comprehensive loss for the period | (68,659) | (406,534) | |||||
═══════ | ═══════ | ||||||
Basic and diluted loss per share - all operations | 20 | (0.0003) | (0.0010) | ||||
Basic and diluted loss per share - continuing operations |
20 | (0.0003) | (0.0011) | ||||
═══════ | ═══════ | ||||||
The notes below form an integral part of these condensed consolidated interim financial statements.
The Directors consider that all results derive from continuing activities.
Unaudited consolidated statement of financial position
as at 30 September 2016
Notes | At 30 September 2016 (unaudited) | At 31 March 2016 (audited) | |||
£ | £ | ||||
Assets | |||||
Property, plant and equipment | 7 | 83,746 | 116,390 | ||
Deferred mine exploration costs | 6 | 11,962,642 | 11,827,633 | ||
Exploration permits | 12 | 6,284,715 | 6,284,715 | ||
Goodwill | 10 | 429,137 | 429,137 | ||
─────── | ─────── | ||||
Total non-current assets | 18,760,240 | 18,657,875 | |||
─────── | ─────── | ||||
Current assets | |||||
Cash and cash equivalents | 3,443,235 | 3,568,800 | |||
Trade and other receivables | 14 | 184,603 | 168,643 | ||
─────── | ─────── | ||||
Total current assets | 3,627,838 | 3,737,443 | |||
─────── | ─────── | ||||
Total assets | 22,388,078 | 22,395,318 | |||
═══════ | ═══════ | ||||
Equity | |||||
Share premium | 9 | 66,192,355 | 66,192,355 | ||
Share options reserves | 16 | 200,849 | 184,323 | ||
Share warrants reserves | 16 | 1,114,454 | 1,114,454 | ||
Foreign currency translation reserve | (161,464) | (192,433) | |||
Retained deficit | (45,129,197) | (45,029,569) | |||
─────── | ─────── | ||||
Shareholders' equity | 22,216,998 | 22,269,130 | |||
─────── | ─────── | ||||
Current Liabilities | |||||
Trade and other payables | 15 | 171,081 | 126,188 | ||
─────── | ─────── | ||||
Total liabilities | 171,081 | 126,188 | |||
─────── | ─────── | ||||
Total equity and liabilities | 22,388,078 | 22,395,318 | |||
═══════ | ═══════ |
The notes below form an integral part of these condensed consolidated interim financial statements.
These financial statements were approved by the board of Directors on 22 December 2016 and were signed on their behalf by:
Gerard Holden Willy Simon
Director Director
Unaudited consolidated statement of changes in equity
for the six-month period ended 30 September 2016
Notes | Share premium | Share options reserve | Share warrants reserve | Foreign currency translation reserves | Retained deficit | Total shareholders' equity | |
£ | £ | £ | £ | £ | £ | ||
Balance at 1 April 2016 (audited) | 66,192,355 | 184,322 | 1,114,454 | (192,433) | (45,029,569) | 22,269,129 | |
Total comprehensive loss for the period | |||||||
Loss for the period | - | - | - | - | (99,628) | (99,628) | |
Other comprehensive income for the period | - | - | - | 30,969 | - | 30,969 | |
Transactions with owners, recorded directly in equity | |||||||
Contributions by and distributions to owners | |||||||
Options and warrants reserve charge | 16 | - | 16,527 | - | - | - | 16,527 |
─────── | ─────── | ─────── | ─────── | ──────── | ─────── | ||
Balance at 30 September 2016 (unaudited) | 66,192,355 | 200,849 | 1,114,454 | (161,464) | (45,129,197) | 22,216,997 | |
═══════ | ═══════ | ═══════ | ═══════ | ════════ | ═══════ | ||
Balance at 1 April 2015 (audited) | 66,192,355 | 172,639 | 1,114,454 | (72,859) | (44,516,200) | 22,890,389 | |
Total comprehensive loss for the period | |||||||
Loss for the period | - | - | - | - | (408,675) | (408,675) | |
Other comprehensive income for the period | - | - | - | 2,141 | - | 2,141 | |
Transactions with owners, recorded directly in equity | |||||||
Contributions by and distributions to owners | |||||||
Options and warrants expired/cancelled | 16 | - | (57,347) | - | - | 57,347 | - |
Options and warrants reserve charge | 16 | - | 39,132 | - | - | - | 39,132 |
─────── | ─────── | ─────── | ─────── | ──────── | ─────── | ||
Balance at 30 September 2015 (unaudited) | 66,192,355 | 154,424 | 1,114,454 | (70,718) | (44,867,528) | 22,522,987 | |
═══════ | ═══════ | ═══════ | ═══════ | ════════ | ═══════ |
The notes below form an integral part of these condensed consolidated interim financial statements.
Unaudited consolidated statement of cash flows
for the six-month period ended 30 September 2016
|
Notes | Period ended 30 September 2016 (unaudited) | Period ended 30 September 2015 (unaudited) | ||
£ | £ | ||||
Cash flows from operating activities | |||||
Loss for the period | (99,628) | (408,675) | |||
Adjusted for non-cash and non-operating items: | |||||
Share options and warrants charge | 16,527 | 39,132 | |||
Profit on sale of property, plant and equipment | - | (18,387) | |||
Loss on sale of discontinued operations | 8 | - | 14,871 | ||
Finance income | (2,758) | (5,254) | |||
─────── | ─────── | ||||
(85,859) | (378,313) | ||||
Change in trade and other receivables | (15,960) | 6,984 | |||
Change in trade and other payables | 44,893 | 44,153 | |||
Disposal of trade and other payables on discontinued operations | 8 | - | (14,871) | ||
─────── | ─────── | ||||
Net cash used in operating activities | (56,926) | (342,047) | |||
Cash flows from investing activities | |||||
Purchase of property, plant and equipment | 7 | (270) | (300) | ||
Proceeds from sale of property, plant and equipment | 7 | - | 47,161 | ||
Net cash inflow on disposal of discontinued operations | 8 | - | 1 | ||
Amount paid for capitalised deferred mine exploration cost | 6 | (102,096) | (136,419) | ||
─────── | ─────── | ||||
Net cash used in investing activities | (102,366) | (89,557) | |||
Cash flows from financing activities | |||||
Interest received | 2,758 | 5,254 | |||
Exercise of share options and warrants | 9, 18 | - | - | ||
─────── | ─────── | ||||
Net cash generated from financing activities | 2,758 | 5,254 | |||
Effect of foreign exchange movement on cash | 30,969 | 2,141 | |||
Decrease in cash and cash equivalents | (125,565) | (424,209) | |||
Cash and cash equivalents at beginning of period | 3,568,800 | 4,365,927 | |||
─────── | ─────── | ||||
Cash and cash equivalents at end of period | 3,443,235 | 3,941,718 | |||
═══════ | ═══════ |
The notes below form an integral part of these condensed consolidated interim financial statements.
Notes
forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2016
1 Reporting Entity
West African Minerals Corporation (formerly Emerging Metals Limited) (the "Company" or "WAFM") is a company domiciled in the British Virgin Islands. These consolidated financial statements comprise the Company and its subsidiaries (collectively the "Group"). The Company's strategic objective is to acquire holdings in natural resources companies and/or physical resource assets which the Directors believe are undervalued and where such a transaction has the potential to create value for Shareholders. The Directors intend to take an active role in the management of such investments and estimate that they will be held for periods of up to five years.
2 Basis of preparation
(a) Statement of compliance
The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU and do not include all of the information required for full annual financial statements. The condensed consolidated interim financial statements were authorised for issue by the Board of Directors on 22 December 2016.
(b) Basis of measurement
Functional and Presentation Currency
The consolidated financial statements of the Group are presented in Pounds Sterling (£) which is the Company's functional currency. All financial information presented in Pounds Sterling has been rounded to the nearest pound.
Estimates
The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
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 and in any future periods affected. Significant estimates and assumptions include those related to recoverability of mineral properties and determination as to whether costs are expensed or deferred.
Going concern
The consolidated financial statements have been prepared on a going concern basis, taking into consideration the level of cash and cash equivalents presently held by the Group, in addition to the assessment of the Directors that the current status and plans for the current projects in Cameroon remain viable. The Directors therefore have a reasonable expectation despite the economic uncertainty that the Company will have adequate resources and liquidity management (note 13) for its continuing existence and projected activities for the foreseeable future, and for these reasons, continue to adopt the going concern basis in preparing the consolidated financial statements for the period ended 30 September 2016.
3 Significant accounting policies
The condensed consolidated interim financial statements of the Company for the period ending 30 September 2016 comprise the Company and its subsidiaries (together referred to as the "Group").
The accounting policies adopted by the Group in the preparation of these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 March 2016. There were no new accounting policies adopted during the period.
The audited consolidated financial statements of the Group as at and for the year ended 31 March 2016 are available at the Group's website http://westafricanminerals.com/content/investor-centre/annual-interim-filings.
4 Loss before finance income
Loss before finance income is stated after charging:
Company and Group | Period ended 30 September 2016 (unaudited) | Period ended 30 September 2015 (unaudited) | ||
£ | £ | |||
Auditors' Fees | 21,289 | 17,778 | ||
Directors' Fees (note 17) | 15,118 | 11,719 | ||
Depreciation (note 7) | - | - | ||
══════ | ══════ |
5 Taxation
The British Virgin Islands under the International Business Companies Act 2004 imposes no corporate taxes or capital gains taxes. However, the Group may be liable for taxes in the jurisdictions where it is operating.
The corporate tax rate in Cameroon is 35% (taking into account the 10% surcharge, the effective rate is 38.5%). The basic rate is reduced to 30% for the first three years a company is listed on the national stock exchange. Losses may be carried over for utilisation for up to four years. The operating subsidiary in Cameroon incurred losses from inception to current period therefore it is not subject to tax liability.
Deferred tax assets in respect of the losses incurred for Cameroon operations have not been recognised due to insufficient evidence of the timing of suitable future profits against which they can be recovered. Deferred tax liabilities have also not been recognised.
6 Deferred mine exploration costs
The schedule below details the current projects of the Group and the related acquisition cost capitalised:
| Cameroon | Total |
£ | £ | |
Cost | ||
At 1 April 2016 (audited) | 13,854,011 | 13,854,011 |
Costs capitalised during the period | 102,096 | 102,096 |
Depreciation charges capitalised during the period (note 7) | 32,913 | 32,913 |
────────── | ────────── | |
At 30 September 2016 (unaudited) | 13,989,020 | 13,989,020 |
────────── | ────────── | |
Impairment | ||
At 1 April 2016 (audited) | 2,026,378 | 2,026,378 |
Impairment recognised during the period | - | - |
────────── | ────────── | |
At 30 September 2016 (unaudited) | 2,026,378 | 2,026,378 |
────────── | ────────── | |
Net book value | ||
At 30 September 2016 (unaudited) | 11,962,642 | 11,962,642 |
At 31 March 2016 (audited) | 11,827,633 | 11,827,633 |
═══════ | ═══════ |
Deferred mine exploration costs represent intangible assets. Equipment and other assets used in exploratory activities are capitalised in Property, Plant and Equipment. Depreciation charges in respect of these assets are capitalised in deferred mine exploration costs.
Cameroon
The CMC Exploration Permits, held by Compagnie Minière du Cameroun ("CMC Cameroon") originally comprised six permits for the exclusive rights to explore for iron ore and associated minerals in each of the Dja, Djadom, Lélé, Binga, Minko and Sanaga zones in Cameroon. License permits for Dja and a large portion of Minko were relinquished during the course of license renewal in January 2014. Permits for the remaining licenses have been approved by the government of Cameroon for two additional years.
As a result of the surrender of the Dja and the majority of the Minko licenses (relating to areas within the national parks) in the course of license renewal negotiations in January 2014, the Group recognised a full impairment against the balances capitalised in relation to these two licences (with the exception of the remaining 50% retained balance of the Minko license).
The Group assessed the deferred mine costs, relating to areas for which licenses were still held, for impairment as at 30 September 2016 and considered that the recoverable amount of these assets exceeded the carrying amount and as such, no impairment was recognised. There have been no indications of impairment since the last review and exploration activities to date have continued to be positive.
7 Property, plant and equipment
Group | Geological tools & equipment | Furniture & equipment | Transportation equipment | Total |
£ | £ | £ | £ | |
Cost | ||||
At 1 April 2016 (audited) | 69,364 | 67,595 | 168,503 | 305,462 |
Additions | - | 270 | - | 270 |
────── | ────── | ────── | ────── | |
As at 30 September 2016 (unaudited) | 69,364 | 67,865 | 168,503 | 305,732 |
────── | ────── | ────── | ────── | |
Depreciation | ||||
At 1 April 2016 (audited) | 40,994 | 38,595 | 109,483 | 189,072 |
Charge for the period - capitalised | 7,289 | 4,944 | 20,681 | 32,914 |
────── | ────── | ────── | ────── | |
As at 30 September 2016 (unaudited) | 48,283 | 43,539 | 130,164 | 221,986 |
────── | ────── | ────── | ────── | |
Net book value | ||||
As at 30 September 2016 (unaudited) | 21,081 | 24,326 | 38,339 | 83,746 |
As at 31 March 2016 (audited) | 28,370 | 29,000 | 59,020 | 116,390 |
══════ | ══════ | ══════ | ══════ |
Total proceeds received on the disposal of fixed assets during the period / year was £nil (31 March 2016: £49,311).
8 Discontinued operations
On 19 August 2015 the Group completed the sale of its entire interest in the share capital of its wholly-owned subsidiary, Ferrous Africa Limited ("FAL") for a cash consideration of US$1. FAL's subsidiaries ("FAL Group") held the Company's five licence interests in Sierra Leone.
The comparative Consolidated Statement of Comprehensive Income has been restated to show the discontinued operation separately from continuing operations.
(a) Results of discontinued operations
30 September 2016 £ | 30 September 2015 £ | |
Revenue | - | - |
Expenses | - | - |
Impairment charge | - | - |
Results from operating activities | - | - |
Loss on sale on discontinued operations | - | (14,871) |
Loss for the period | - | (14,871) |
Attributable to: | ||
Equity shareholders | - | 14,871 |
Basic and diluted loss per share | - | 0.0000 |
(b) Cash flows from/(used in) discontinued operations
30 September 2016 £ | 30 September 2015 £ | |
Net cash used in operating activities | - | (14,871) |
Net cash generated from investing activities | - | 1 |
Net cash flow for the period | - | (14,870) |
(c) Effect of discontinued operations on the financial position of the Group
30 September 2016 £ | 30 September 2015 £ | |
Effect of discontinued operations on the net assets and liabilities of the Group | - | (14,872) |
Consideration received, satisfied in cash | - | 1 |
Loss on sale of discontinued operations | - | (14,871) |
9 Capital and reserves
Capital Management
The Group manages its capital to maximize the return to the shareholders through the optimization of equity. The capital structure of the Group at 30 September 2016 consists of equity attributable to equity holders of the Company, comprising issued capital, reserves and retained deficit as disclosed.
The Group manages its capital structure and makes adjustments to it, in light of economic conditions and the strategy approved by shareholders. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares and release the Company's share premium account. No changes were made in the objectives, policies or processes during the period/year ended 30 September 2016 and 31 March 2016 or the period to date.
Share capital and premium
The Company is authorised to issue an unlimited number of nil par value shares of a single class. The Company may issue fractional shares and a fractional share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares. Shares may be issued in one or more series of shares as the Directors may by resolution determine from time to time.
Each share in the Company confers upon the shareholder:
· the right to one vote at a meeting of the shareholders or on any resolution of shareholders;
· the right to an equal share in any dividend paid by the Company; and
· the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.
The Company may by resolution of the Directors redeem, purchase or otherwise acquire all or any of the shares in the Company subject to regulations set out in the Company's Articles of Incorporation.
Authorised | |||||
The Company is authorised to issue an unlimited number of nil par value shares of a single class. | |||||
Shares | Share capital | Share premium | |||
Issued ordinary shares of US$0.00 each | Number | £ | £ | ||
At 1 April 2015 / 31 March 2016 (audited) | 381,157,838 ════════ |
- ═══════ | 66,192,355 ════════ | ||
At 30 September 2016 (unaudited) | 381,157,838 ════════ | - ═══════ | 66,192,355 ════════ |
Foreign currency translation reserve
The translation reserve comprises all foreign currency differences arising from the translations of the financial statements of foreign operations for consolidation.
Share options and warrants reserve
These reserves comprise the fair value of options and warrants in issue as at 30 September 2016. A reconciliation and methodology used in determining the fair values are set out in note 16.
Dividends
No dividends were declared or proposed by the Directors during the period (31 March 2016: £Nil).
10 Goodwill
Goodwill has been recognised as a result of the acquisition of Ferrum Resources Limited and its subsidiaries. The total balance as at the period end is analysed as follows:
Cameroon | Total | |
£ | £ | |
Cost | ||
At 31 March 2016 / 30 September 2016 | 643,706 | 643,706 |
──────────── | ──────────── | |
Impairment | ||
At 31 March 2016 / 30 September 2016 | 214,569 | 214,569 |
──────────── | ──────────── | |
Net book value | ||
At 31 March 2016 / 30 September 2016 | 429,137 | 429,137 |
═══════ | ═══════ |
The Company assessed the goodwill attributable to all remaining exploration permits for impairment as at 30 September 2016 and considered that the recoverable amount of these intangible assets exceeded the carrying amount and as such, no impairment was recognised. There have been no indication of impairment since the last review and exploration activities to date have continued to be positive.
11 Investment in subsidiary undertakings
As at 30 September 2016, the Group had the following subsidiaries:
Name of company | Place of incorporation | Ownership interest | Principal activity |
Ferrum Resources Limited (Ferrum) * | BVI | 100% | Holding company of CMC, Ferrous Africa, Ferrum Guinee, Ferrum Benin and Ferrum Mauritania |
CMC Guernsey Limited (CMC) | Guernsey | 100% | Holding company of CMC Cameroon |
Compagnie Minière du Cameroun (CMC Cameroon) | Cameroon | 100% | Holds exploration licenses in Cameroon |
Ferrum Resources Guinee S.A. (Ferrum Guinee) | Guinea | 100% | Holds exploration applications in Guinea |
* Held directly by WAFM. All other holdings are indirect |
The consolidated financial statements include the results of the subsidiaries from the date that control is obtained to 30 September 2016 or the date that control ceases.
12 Exploration permits
The Group recognised the fair value of intangible assets attributable to exploration permits (including those previously unrecognised) as a result of the following business combinations:
Cameroon | Total | |
£ | £ | |
Cost | ||
At 31 March 2016 / 30 September 2016 | 9,427,042 | 9,427,042 |
──────────── | ──────────── | |
Impairment | ||
At 31 March 2016 / 30 September 2016 | 3,142,327 | 3,142,327 |
──────────── | ──────────── | |
Net book value | ||
At 31 March 2016 / 30 September 2016 | 6,284,715 | 6,284,715 |
═══════ | ═══════ |
The Company assessed the exploration permits for impairment as at 30 September 2016 and considered that the recoverable amount of these intangible assets exceeded the carrying amount and as such, no impairment was recognised. There have been no indication of impairment since the last review and exploration activities to date have continued to be positive.
13 Financial instruments
Financial risk management
All aspects of the Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 March 2016.
Financial Instruments classification
Financial instruments comprise cash and trade and other receivables (classified as loans and receivables) and accounts payable and accrued expenses (classified as other financial liabilities). The carrying amounts of these financial instruments reported in the statement of financial position approximate their fair values due to the short-term nature of these accounts.
14 Trade and other receivables
30 September 2016 £ | 31 March 2016 £ | |
Prepayments
| 60,312 | 54,850 |
VAT | 119,095 | 108,806 |
Other debtors | 5,196 | 4,987 |
──────────── | ──────────── | |
184,603 | 168,643 | |
══════ | ══════ |
15 Trade and other payables
| 30 September 2016 £ | 31 March 2016 £ |
Trade payables | 147,707 | 86,368 |
Accrued expenses | 20,535 | 38,767 |
Other creditors | 3,339 | 1,053 |
───────────── | ───────────── | |
171,081 | 126,188 | |
══════ | ══════ |
16 Share options and warrants
Share warrants
The total number of share warrants in issue as at the period end is set out below:
Recipient | Grant Date | Term in years | Exercise Price | 1 April 2016 | Issued | Exercised | Lapsed | 30 September 2016 | FV of warrants in issue at period end | Expensed during the period |
£ | £ | |||||||||
Ferrum warrant holders 1, 3 | 09/01/12 | 5 | 24.40p | 11,456,000 | - | - | - | 11,456,000 | 382,637 | - |
Advisors 2, 3 | 09/01/12 | 5 | 10.00p | 1,878,523 | - | - | - | 1,878,523 | 85,838 | - |
Consultants 4 | 02/04/12 | 5 | 25.00p | 1,400,000 | - | - | - | 1,400,000 | 68,740 | - |
Shareholders 5 | 25/05/13 | 5 | 40.00p | 1,000,000 | - | - | - | 1,000,000 | 43,244 | - |
Shareholders 5 | 14/02/14 | 2-3 | 10.00p | 43,820,473 | - | - | - | 43,820,473 | 533,995 | - |
─────────────── | ───────────── | ────────────── | ────────────── | ─────────────── | ──────────── | ──────────── | ||||
59,554,996 | - | - | - | 59,554,996 | 1,114,454 | - | ||||
═══════ | ══════ | ═══════ | ═══════ | ═══════ | ══════ | ══════ |
Notes
1. Issued as part of consideration paid by the Company to non-controlling shareholders of Ferrum Resources Limited in accordance with the terms of sale of Ferrum shares not yet owned by WAFM). These effectively replace the existing 8 million options issued to Ferrum non-controlling shareholders valued at and fully expensed prior to acquisition of £80,000 at the time of acquisition/issue.
2. In accordance with the terms of engagements, these warrants were granted to the Company's advisors following successful completion of the company's admission to AIM.
3. Ferrum warrants and warrants issued to Advisors on 09/01/12 vested immediately and as such the fair value in relation to these has been fully recognised. These warrants can be used anytime during the exercise period.
4. These warrants are subject to 3 years equal annual instalments vesting period
5. These warrants were issued in conjunction with the two fund raising exercises completed in February 2014.
The Company has utilised the Black Scholes Model for the purposes of estimating the fair value of the share warrants upon issue. The following table lists the inputs to the models used for warrants issued during the current and prior years.
14 February 2014 | 29 May 2013 | 02 April 2012 | 9 January 2012 | |
Dividend yield (%) | - | - | - | - |
Expected volatility (%) 1 | 50% | 50% | 40% | 90% |
Risk-free interest rate (%)2 | 0.97% | 0.43% | 0.7% | 1.15% |
Share price at grant date | 7.12 pence | 35.9 pence | 21.6 pence | 11.5 pence |
Share price (market value) | 7.12 pence | 35.9 pence | 21.6 pence | 11.5 pence |
Exercise price | 10.0 pence | 40.0 pence | 25.0 pence | 24.0/10.0 pence |
Expected exercise period | 2 years | 2 years | 3 years | 1 year |
Notes
1. Annualised standard deviation of continuously compounded rates of return based on Company's historic share prices
2. Rate on 2 year Gilt Strips
Share options
The total number of share options in issue as at the period end is set out below.
Recipient | Grant Date | Term in years | Exercise Price | 1 April 2016 | Issued |
Lapsed /cancelled | Exercised | 30 September 2016 | Expensed during the period | Fair value |
£ | £ | |||||||||
Directors and consultants | 14/05/14 | 10 | 7.00p | 9,650,000 | - | - | - | 9,650,000 | 16,527 | 200,849 |
──────── | ───────── | ───────── | ───────── | ─────────── | ─────── | ───────── | ||||
9,650,000 | - | - | - | 9,650,000 | 16,527 | 200,849 | ||||
══════ | ══════ | ══════ | ══════ | ═══════ | ═════ | ══════ |
The Company has utilised the Black Scholes Model for the purposes of estimating fair value of the share options upon issue. The following table lists the inputs to the models used for options in issue as at the period end.
14 May 2014 | |
Dividend yield (%) | - |
Expected volatility (%)1 | 40% |
Risk-free interest rate (%)2 | 0.63% |
Share price at grant date | 7 pence |
Share price (market value) | 7 pence |
Exercise price | 7 pence |
Expected exercise period | 4 years |
Notes
1. Annualised standard deviation of continuously compounded rates of return based on Company's historic share prices
2. Rate on 2 year Gilt Strips
Share Option Scheme
In accordance with, and subject to the terms of the Company's Share Option Scheme, options issued during the year shall vest in equal instalments annually over a period of three years from the date of grant. Vested options are exercisable at the Exercise Price and may not be exercised later than the tenth anniversary of the Date of Grant. The Directors shall have an absolute discretion as to the selection of persons to whom an Option is granted by the Company. An option shall not be granted to any person unless he/she is a person/company who has provided or is providing services to the Group as a consultant or otherwise ("Approved Grantee") or an employee or any person nominated by such Approved Grantee or employee. The exercise price shall be determined by the Directors and shall be the market value of a Share on the date of the grant of the option to the option holder or shall be such greater or lesser price as the Directors shall determine in their discretion provided always that in the case of a subscription option, the price shall not be less than the nominal value of a Share.
Exercise of the option may be conditional upon satisfaction of performance-related conditions as shall be determined by the Directors and notified to the option holder on the date of the grant. They are not transferable and may not be exercised when to do so would contravene the provisions of the Company's code governing share dealings by directors and employees. In the event that a director/consultant resigns and ceases to be engaged by the Company in any role, pursuant to the Share Option Scheme rules, he or she may only exercise options which have vested and for a period of no later than six months from resignation.
17 Segment reporting
The Group operates in one industry segment: mineral exploration and development in Cameroon. The Company has separately identified two (2015: two) operating segments based on geographical location, being operations in Cameroon and operations at the holding level. The activities in Cameroon, alongside the holding Company are reported regularly to senior management and the board to make decisions about resources and assess its performance and discrete financial information is maintained for each. Below is the analysis of Group's exposures in these segments:
Cameroon £ | Corporate £ | Total £ | |
Deferred mine exploration costs (note 6) | 11,962,642 | - | 11,962,642 |
Exploration permit (note 12) | 6,284,715 | - | 6,284,715 |
Other non-current assets | 512,883 | - | 512,883 |
Current assets | 248,360 | 3,379,478 | 3,627,838 |
Total liabilities | (4,853) | (166,228) | (171,081) |
Finance income | - | 2,758 | 2,758 |
Expenses | (28,413) | (73,973) | (102,386) |
Net loss | (28,413) | (71,215) | (99,628) |
Other comprehensive profit | 30,969 | - | 30,969 |
18 Related party transactions
All related party transactions occurred on an arm's length basis and in the normal course of operations.
Key management personnel
Directors of the Group received the following remuneration during the period:
Expense recognised during the period | Outstanding at the end of the period | |||
| 30 September 2016 £ | 30 September 2015 £ | 30 September 2016 £ | 30 September 2015 £ |
Brad Mills | 2,862 | 2,523 | 4,682 | 1,915 |
Anton Mauve (resigned 01 June 2015) | - | - | 653 | 653 |
James Mellon | 2,862 | 2,523 | 4,682 | 1,915 |
Gerard Holden | 3,670 | 3,235 | 6,003 | 2,455 |
Willy Simon (appointed 01 June 2015) | 2,862 | 1,719 | 3,627 | 859 |
Andrew Gutman (appointed 01 June 2015) | 2,862 | 1,719 | 3,627 | 1,719 |
────────── | ────────── | ────────── | ────────── | |
15,118 | 11,719 | 23,274 | 9,516 | |
══════════ | ══════════ | ══════════ | ══════════ |
Directors fee restructure:
As reported in previous year's financial statement, the Directors of the Company shall be paid 50% of their salary by the issue of new ordinary shares ("New Shares") in the Company in arrears at an implied monthly price equivalent to the volume weighted average price ("VWAP") of the Company's shares at the end of each relevant month. This structure was mutually agreed between the Company and the Directors as part of the cash-saving exercise implemented across the Group. The arrangements were to be with effect from 1 January 2014 and in respect of Gerard Holden from 1 May 2014.
As discussed in note 16, the Board of Directors may issue share options or warrants to persons/company who provide services to the Group. The following table is a reconciliation of warrants and options in issue to key personnel as at 30 September 2016. The value of these warrants/options is commensurate with the value of services provided to the Company.
Name | at 01 April 2016 |
Granted |
Exercised | Lapsed/ Cancelled | At 30 September 2016 |
Brad Mills | 4,700,000 | - | - | - | 4,700,000 |
Gerard Holden | 2,350,000 | - | - | - | 2,350,000 |
──────────── | ──────────── | ──────────── | ──────────── | ──────────── | |
Totals | 7,050,000 | - | - | - | 7,050,000 |
═══════ | ═══════ | ═══════ | ═══════ | ═══════ |
Directors' interests in the capital of the Company are the following:
Number of Ordinary Shares | Percentage of Issued Capital | |
Brad Mills (note 19) | 43,655,233 | 11.45% |
James Mellon (note 19) | 26,015,591 | 6.83% |
Gerard Holden (note 19) | 142,869 | 0.04% |
Burnbrae Limited
The Company has entered into a service agreement with Burnbrae Limited for the provision of administrative and general office services. Mr James Mellon is a director of Burnbrae Limited and the Company. During the period the Company incurred a total cost of £25,555 (30 September 2015: £32,418) under this agreement and a balance of £77,244 was due to Burnbrae at end of the period (30 September 2015: £38,256).
19 Significant shareholdings
Except for the interests disclosed in this note, the Directors are not aware of any holding of Ordinary Shares representing 3% or more of the issued share capital of the Company as at:
At 30 September 2016 | ||
Number of Ordinary Shares | Percentage of Total Issued Capital | |
Beaufort Nominees Limited | 117,466,234 | 30.82% |
Panetta Partners Limited | 57,559,775 | 15.10% |
Bradford Mills 1 | 43,655,233 | 11.45% |
Anton Mauve 2 | 43,056,704 | 11.30% |
Plinian Guernsey Limited 1,2 | 42,496,856 | 11.15% |
Rosy Mining Limited | 35,889,079 | 9.42% |
Regent Mercantile Holdings Limited | 32,672,906 | 8.57% |
James Mellon 3 | 26,015,591 | 6.83% |
Generation Resources Limited | 14,360,340 | 3.77% |
Notes:
1. Brad Mills' interest comprises 1,158,377 Shares that he owns directly; and a further 42,496,856 Shares that are owned by Plinian Guernsey Limited ("Plinian"), of which Brad Mills is the controlling shareholder, and includes 10,142,858 Shares that are owned by CE Mining, which is 50 per cent. owned by Plinian.
2. Anton Mauve's interest comprises 78,405 Shares that he owns directly; 481,443 Shares that are owned by Metallogenic Mining Limited ("MML"), a company in which Anton Mauve is beneficially interested and which provides services to the Company; and a further 42,496,856 Shares that are owned by Plinian, of which Anton Mauve is a shareholder, and includes 10,142,858 Shares that are owned by CE Mining, which is 50 per cent. owned by Plinian.
3. James Mellon's interest comprises 23,291,082 shares held by Galloway Limited (a company which is indirectly wholly owned by the trustee of a settlement under which James Mellon has a life interest) and 1,844,825 Shares held by Burnbrae Limited (a company which is indirectly wholly owned by the trustee of a settlement under which James Mellon has a life interest). The balance of James Mellon's shareholding (879,684) is held in Mr Mellon's own name
20 Basic and diluted loss per share
The calculation of basic loss per share of the Group is based on the net loss attributable to shareholders for the period of £99,628 (2015: £408,675) and the weighted average number of shares outstanding of 381,157,838 (2015: 381,157,838).
Weighted average number of ordinary shares
30 September 2016 | 30 September 2015 | |
Issued ordinary shares at 01 April | 381,157,838 | 381,157,838 |
Effect of shares issued for cash | - | - |
Effect of share options and warrants exercised | - | - |
Effect of shares issued to Directors in lieu of salary | - | - |
──────── | ──────── | |
Weighted average number of ordinary shares | 381,157,838 | 381,157,838 |
════════ | ════════ |
Diluted earnings per share are calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares such as warrants and options. As at 30 September 2016 and 2015, there is no dilutive effect because the Group incurred net losses in both periods. Therefore, basic and diluted earnings per share are the same.
21 Commitments and contingent liabilities
There are no known contingent liabilities as at the period end.
22 Subsequent events
There were no significant events that transpired subsequent to period end.
ENDS
Related Shares:
OKYO.L