30th Nov 2017 07:00
BLENHEIM NATURAL RESOURCES PLC
("Blenheim" or "the Company")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017
CHAIRMAN'S STATEMENT
The Company's financial results for the six months ended 30 September 2017 show a loss of £244,453 (2016: loss of £120,707). Revenues of £1,048 (2016: £2,879) and net realised and unrealised gains of £1,264 (2016: £22,753) from the disposal of financial assets at fair value through profit or loss were offset by administrative costs of £171,343 (2016: 121,710), transaction costs of £73,340 (2016: £3,396) and net interest costs of £2,082 (2016: £21,233).
As at 30 September 2017, the Company's had cash reserves of £1,476,253 (2016: £151,530).
During the period there has been a conscious shift of emphasis by the Company's Board of making material strategic investments in a small number of companies in the future energy space especially in lithium and cobalt.
This narrowed focus, within the Company's existing investing policy, is mirrored by the strategic investments of a 40% stake in Mansa Lithium Inc in July 2017 and a 30% stake in Nashwan Holdings Limited in March 2017, and in bolstering the Company's balance sheet as at 30 September 2017 providing the rationale for the recent Placing raising £900,000 before costs. Total assets of the Company as at 30 September 2017 amounted to £3,849,397.
The results of the Regional Desktop Targeting Study for the Mansa and Nashwan permit areas were announced by the Company on 16 October 2017 stating that 15 priority target areas for lithium pegmatites have been identified on 4 prospective lithium permits, located in the Bougouni region of southern Mali, West Africa.
The next stage and timings are ground verification of identified pegmatites, geological mapping, sample analysis and interpretation of results which are due at the earliest in January 2018. This should be followed by auger drilling over selected targets results due at earliest in April 2018. Nashwan has advised the Company that the signature by the Minister of Mines in respect of the Djidje licence has been received and the final permit issued. Nashwan has further advised that the signature by the Minister of Mines in respect of the Meniambala licence is expected to be obtained shortly and the final permit issued.
The Company's investment comprising 20% of the shares in Kalahari Key Mineral Exploration Pty Limited has been completed and geophysical and geochemical work has commenced with drilling targets to be identified at the earliest by end of Q2 2018. The Company's 29.9% stake in International Geoscience Services Limited remains a solid investment which complements the Company's other strategic investments.
As an investment company with significant cash resources, Blenheim is extremely well positioned to actively take advantage of making a small number of investments in companies and projects in the natural resources and associated technology sectors with particular emphasis on the future energy space as referred to above. These investments will be made by way of cash and/or Blenheim shares.
Chris Ells
Chairman
29 November 2017
For further information please contact:
Chris Ells | Blenheim Natural Resources Plc | +44 (0) 1622 844601 |
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Nick Emerson | S I Capital Ltd (Broker) | +44 (0)1483 413500 |
Neil Baldwin/Mark Brady | Spark Advisory Partners Ltd (Nominated Advisors) | +44 (0) 20 3368 3554 |
BLENHEIM NATURAL RESOURCES PLC
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED
30 SEPTEMBER 2017
STATEMENT OF COMPREHENSIVE INCOME
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| Six months to 30 September 2017 |
| Six months to 30 September 2016 restated |
| Period ended 31 March 2017 |
| |
| Notes |
|
|
| (unaudited) |
| (unaudited) |
| (audited) |
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| |
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| £ |
| £ |
| £ |
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Revenue |
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|
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| 1,048 |
| 2,879 |
| 2,534 |
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| |
Gross profit |
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| 1,048 |
| 2,879 |
| 2,534 |
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|
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|
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| |
Administrative expenses |
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|
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| (171,343) |
| (121,710) |
| (242,683) |
| |
Transaction costs |
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|
|
| (73,340) |
| (3,396) |
| (41,995) |
| |
Other gains |
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|
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| 1,264 |
| 22,753 |
| 30,053 |
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|
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Operating loss |
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|
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| (242,371) |
| (99,474) |
| (252,091) |
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Finance income |
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| 18 |
| 15 |
| 25 |
| |
Finance costs |
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|
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| (2,100) |
| (21,248) |
| (43,104) |
| |
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Loss before income tax |
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|
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| (244,453) |
| (120,707) |
| (295,170) |
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Income tax expense |
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| - |
| - |
| - |
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Loss for the financial period |
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|
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| (244,453) |
| (120,707) |
| (295,170) |
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Items that may be reclassified subsequently to profit or loss |
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Other comprehensive income |
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| - |
| - |
| - |
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Total comprehensive loss for the period |
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| (244,453) |
| (120,707) |
| (295,170) |
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Earnings per share |
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| |
Basic EPS (pence) | 3 |
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| (0.04) |
| (0.07) |
| (0.13) |
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Diluted EPS (pence) | 3 |
|
|
| (0.04) |
| (0.07) |
| (0.13) |
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BLENHEIM NATURAL RESOURCES PLC
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED
30 SEPTEMBER 2017
STATEMENT OF FINANCIAL POSITION
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| As at 30 September 2017 |
| As at 30 September 2016 restated |
| As at 31 March 2017 |
| Notes |
| (unaudited) |
| (unaudited) |
| (audited) |
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| £ |
| £ |
| £ |
ASSETS |
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Non-current assets |
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Available for sale assets | 4 |
| 2,032,963 |
| 387,844 |
| 1,022,963 |
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| 2,032,963 |
| 387,844 |
| 1,022,963 |
Current assets |
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Financial assets at fair value through profit and loss | 4 |
| 312,681 |
| 227,380 |
| 231,225 |
Other receivables and prepayments |
|
| 27,500 |
| 14,902 |
| 57,780 |
Cash and cash equivalents |
|
| 1,476,253 |
| 151,530 |
| 598,445 |
|
|
| 1,816,434 |
| 393,812 |
| 887,450 |
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
| 3,849,397 |
| 781,656 |
| 1,910,413 |
|
|
|
|
|
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EQUITY |
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Share capital | 5 |
| 926,174 |
| 1,350,045 |
| 1,564,331 |
Share premium | 5 |
| 3,612,736 |
| 1,383,432 |
| 1,836,406 |
Other reserves |
|
| 558,473 |
| 84,298 |
| 548,621 |
Merger relief reserve |
|
| 417,284 |
| 417,284 |
| 417,284 |
Retained earnings |
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| (2,120,775) |
| (2,816,477) |
| (3,042,032) |
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|
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TOTAL EQUITY |
|
| 3,393,892 |
| 418,582 |
| 1,324,610 |
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LIABILITIES |
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Current liabilities |
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Borrowings |
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| - |
| 260,238 |
| 275,000 |
Trade and other payables |
|
| 455,505 |
| 102,836 |
| 310,803 |
|
|
| 455,505 |
| 363,074 |
| 585,803 |
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TOTAL LIABILITIES |
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| 455,505 |
| 363,074 |
| 585,803 |
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TOTAL EQUITY AND LIABILITIES |
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| 3,849,397 |
| 781,656 |
| 1,910,413 |
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BLENHEIM NATURAL RESOURCES PLC
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED
30 SEPTEMBER 2017
STATEMENT OF CASH FLOWS
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|
| Six months to 30 September 2017 |
| Six months to 30 September 2016 restated |
| Period ended 31 March 2017 |
|
|
| (unaudited) |
| (unaudited) |
| (audited) |
|
|
| £ |
| £ |
| £ |
Cash flow from operating activities |
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Loss before income tax |
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| (244,453) |
| (120,707) |
| (295,170) |
Adjustments for: |
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-Other income |
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| - |
| (2,230) |
| - |
-(Gain) on disposal of financial assets at fair value through profit and loss |
| (1,264) |
| (22,753) |
| (30,053) | |
-Share based payments |
|
| 9,852 |
| - |
| 21,823 |
-Finance income |
|
| (18) |
| (15) |
| (25) |
-Finance costs |
|
| 2,100 |
| 21,248 |
| 43,104 |
-Decrease/(increase) in trade and other receivables |
| 5,280 |
| 7,835 |
| (10,290) | |
-Increase/(decrease) in trade and other payables |
| (57,798) |
| (5,056) |
| 256,642 | |
Net cash outflow from operating activities |
|
| (286,301) |
| (121,678) |
| (13,969) |
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Cash from investment activities |
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Purchase of investments of available for sale assets |
| (375,000) |
| (63,061) |
| (320,000) | |
Purchase of financial assets at fair value through profit and loss |
| - |
| (177,629) |
| (343,485) | |
Purchase of other financial assets |
| - |
| - |
| (25,000) | |
Proceeds from disposal of financial assets at fair value |
| 22,308 |
| 263,655 |
| 439,691 | |
Dividends received |
| - |
| 2,230 |
| - | |
Net cash used in investing activities |
|
| (352,692) |
| 25,195 |
| (248,794) |
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Cash from financing activities |
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Proceeds from the issue of share capital |
|
| 1,934,909 |
| - |
| 750,000 |
Share issue expenses paid |
|
| (141,026) |
| - |
| (82,740) |
Loans repaid |
|
| (275,000) |
| - |
| - |
Interest paid |
|
| (2,100) |
| (6,486) |
| (13,580) |
Interest received |
|
| 18 |
| 15 |
| 25 |
Net cash generated from financing activities |
| 1,516,801 |
| (6,471) |
| 653,705 | |
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Net (decrease)/increase in cash and equivalents |
| 877,808 |
| (102,954) |
| 390,942 | |
|
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Cash and cash equivalents at beginning of period |
| 598,445 |
| 254,484 |
| 207,503 | |
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Cash and cash equivalents at end of period |
|
| 1,476,253 |
| 151,530 |
| 598,445 |
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BLENHEIM NATURAL RESOURCES PLC
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED
30 SEPTEMBER 2017
STATEMENT OF CHANGES IN EQUITY
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Share capital |
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Share premium |
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Other reserves |
| Merger relief reserve |
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Retained earnings |
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Total Equity |
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| £ |
| £ |
| £ |
| £ |
| £ |
| £ |
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Balance as at 1 April 2016 |
| 1,350,045 |
| 1,383,432 |
| 84,298 |
| 417,284 |
| (2,695,770) |
| 539,289 |
| ||||||
Loss in period |
| - |
| - |
| - |
| - |
| (120,707) |
| (120,707) |
| ||||||
Total comprehensive income for the period |
| - |
| - |
| - |
| - |
| (120,707) |
| (120,707) |
| ||||||
Issue of share capital |
| - |
| - |
| - |
| - |
| - |
| - |
| ||||||
Issue costs |
| - |
| - |
| - |
| - |
| - |
| - |
| ||||||
Share based payment |
| - |
| - |
| - |
| - |
| - |
| - |
| ||||||
Total transactions with owners |
| - |
| - |
| - |
| - |
| - |
| - |
| ||||||
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Balance as at 30 September 2016 |
| 1,350,045 |
| 1,383,432 |
| 84,298 |
| 417,284 |
| (2,816,477) |
| 418,582 |
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Balance as at 1 October 2016 |
| 1,350,045 |
| 1,383,432 |
| 84,298 |
| 417,284 |
| (2,816,477) |
| 418,582 |
| ||||||
Loss in period |
| - |
| - |
| - |
| - |
| (225,555) |
| (225,555) |
| ||||||
Total comprehensive income for the period |
| - |
| - |
| - |
| - |
| (225,555) |
| (225,555) |
| ||||||
Issue of share capital |
| 214,286 |
| 535,714 |
| - |
| - |
| - |
| 750,000 |
| ||||||
Issue costs |
| - |
| (82,740) |
| - |
| - |
| - |
| (82,740) |
| ||||||
Share based payment |
| - |
| - |
| 21,823 |
| - |
| - |
| 21,823 |
| ||||||
Shares to be issued |
| - |
| - |
| 442,500 |
| - |
| - |
| 442,500 |
| ||||||
Total transactions with owners |
| 214,286 |
| 452,974 |
| 464,323 |
| - |
| - |
| 1,131,583 |
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| ||||||
Balance as at 31 March 2017 |
| 1,564,331 |
| 1,836,406 |
| 548,621 |
| 417,284 |
| (3,042,032) |
| 1,324,610 |
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Balance as at 1 April 2017 |
| 1,564,331 |
| 1,836,406 |
| 548,621 |
| 417,284 |
| (3,042,032) |
| 1,324,610 |
| ||||||
Loss in period |
| - |
| - |
| - |
| - |
| (244,453) |
| (244,453) |
| ||||||
Total comprehensive income for the period |
| - |
| - |
| - |
| - |
| (244,453) |
| (244,453) |
| ||||||
Issue of share capital |
| 522,177 |
| 1,887,778 |
| - |
| - |
| - |
| 2,409,955 |
| ||||||
Issue costs |
| - |
| (141,014) |
| - |
| - |
| - |
| (141,014) |
| ||||||
Exercise of options and warrants |
| 5,376 |
| 29,566 |
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|
|
| 34,942 |
| ||||||
Redemption of deferred shares |
| (1,165,710) |
| - |
| - |
| - |
| 1,165,710 |
| - |
| ||||||
Share based payment |
| - |
| - |
| 9,852 |
| - |
| - |
| 9,852 |
| ||||||
Total transactions with owners |
| (638,157) |
| 1,776,330 |
| 9,852 |
| - |
| 1,165,710 |
| 2,313,735 |
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Balance as at 30 September 2017 |
| 926,174 |
| 3,612,736 |
| 558,473 |
| 417,284 |
| (2,120,775) |
| 3,393,892 |
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BLENHEIM NATURAL RESOURCES PLC
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED
30 SEPTEMBER 2017
NOTES TO INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The principal activity of the Company is to establish strategic and portfolio investments in listed and unlisted shares, as well as in projects in the natural resources sector which encompasses the mining, oil & gas and agricultural sectors. The Company is classified as an investment entity.
Blenheim Natural Resources Plc is a public limited company incorporated in England and Wales under the Companies Act (registered number 02956279). The Company is domiciled in the United Kingdom and its registered address is Hyde Park House, 5 Manfred Road, London, SW15 2RS. The Company's shares are traded on the AIM market of the London Stock Exchange.
2. BASIS OF PREPARATION
These condensed interim financial statements for the period ended 30 September 2017 have been prepared in accordance with the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the period ended 31 March 2017, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.
During the previous reporting period the Board elected to change the accounting reference date to 31 March 2017 resulting in the results being reported for a 11 month period. As a consequence of this change the comparative figures detailed in this report have been restated to 30 September 2016 where otherwise they would have been at 31 October 2016.
The interim financial information, set out above does not constitute statutory accounts as defined by Section 434 of the Companies Act 2006. It has been prepared on a going concern basis in accordance with the recognition and measurement criteria of IFRS as adopted by the European Union. Statutory financial statements for the period ended 31 March 2017 were approved by the Board of Directors on 15 May 2017 and delivered to the Registrar of Companies. The report of the independent auditor on those financial statements was unqualified.
The 2017 interim financial report of the Company has not been audited or reviewed by the Company's auditor, PKF Littlejohn LLP.
Going concern
The Directors consider that adequate financial resources exist for the Company to continue in operational existence for the foreseeable future and that, therefore, it is appropriate to adopt the going concern basis in preparing the condensed interim financial statements for the period ended 30 September 2017.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of the business. The key risks that could affect the Company's medium term performance and the factors that mitigate those risks have not substantially changed from those set out in the Company's 2017 Annual Report and Financial Statements, a copy of which is available on the Company's website: www.blenheimnaturalresources.com.
Critical accounting estimates
The preparation of condensed interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in note 3 of the 2017 Annual Report and Financial Statements. The nature and amounts of such estimates have not changed during the interim period.
Accounting policies
The same accounting policies, presentation and methods of computation have been followed in these condensed interim financial statements as were applied in the preparation of the Company's financial statements for the period ended 31 March 2017 and are expected to continue to apply in the preparation of the Company financial statements for the year ended 31 March 2018.
Changes in accounting policy and disclosures
New and amended standards adopted by the Company
There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year commencing 1 April 2017 which would be expected to have a material impact on the Company.
3. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to shareholders by the weighted average number of ordinary shares ("WANS") outstanding in the period. Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.
| Six months to 30 Sep 2017 | Six months to 30 Sep 2016 restated | Year ended 31 March 2017 |
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Earnings (£) | (244,453) | (120,707) | (295,170) |
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WAN (No.) | 629,520,607 | 184,290,900 | 223,251,939 |
|
Basic earnings per share (pence) | (0.04) | (0.07) | (0.13) |
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Basic earnings per share is considered to be the same as the diluted earnings per share as any dilutive share options and warrants in issue are considered to be 'out of the money' and therefore have a nil dilutive effect.
4. INVESTMENTS
Below are the additional funds the company has committed to the various classes of investments in the respective periods.
|
|
| At 30 September 2017 |
| At 30 September 2016 restated |
| At 31 March 2017 |
|
|
| (unaudited) |
| (unaudited) |
| (audited) |
|
|
|
|
|
|
|
|
Available for Sale investments |
|
| 2,032,963 |
| 387,844 |
| 1,022,963 |
Financial assets at fair value through profit and loss |
| 312,681 |
| 227,380 |
| 231,225 |
A brief description of the two Available for Sale investments acquired during the period is as follows:
- On 26 July 2017, Blenheim acquired a 40 per cent interest in Mansa Lithium Inc ("Mansa") for a consideration of £400,000 in cash (the "Cash Consideration") and 100,000,000 ordinary shares of 0.1 pence each in the capital of the Company (the "Consideration Shares").The carrying value of the Company's investment in Mansa is based on its acquisition cost of £910,000.
- On 14 September 2017, Blenheim conditionally agreed to subscribe for 2,500 ordinary shares in the capital of Kalahari Key Mineral Exploration (Pty) Ltd ("KKME") representing 20 per cent of the issued share capital of KKME, at a price of US$52 per KKME Share, for a total cash subscription of $130,000 (the "Subscription").The carrying value of the Company's investment in KKME is based on its acquisition cost of £100,000 and the completion of the Company's investment in KKME was effected on 1 November 2017.
No impairment of the value of the Available for Sale assets has been provided for in respect for this reporting period. The fair values of all financial assets are at fair value through profit and loss are based on their bid prices in an active market.
5. SHARE CAPITAL
As at the end of the reporting period the issued share capital in the Company was as follows:
|
|
| At 30 September 2017 |
| At 30 September 2016 |
| At 31 March 2017 | |||||||||||||
|
|
| (unaudited) |
| (unaudited) |
| (audited) | |||||||||||||
|
|
| No. |
| No. |
| No. | |||||||||||||
Ordinary 0.1p shares |
|
| 926,174,497 |
| 184,290,900 |
| 398,576,614 | |||||||||||||
Deferred £49 shares |
|
| - |
| 23,790 |
| 23,790 | |||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
|
|
|
| Number of shares |
| Ordinary shares |
| Deferred shares |
| Total shares |
| Share premium | ||||||||
|
|
|
| No. |
| £ |
| £ |
| £ |
| £ | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
At 1 April 2016 |
| 184,290,900 |
| 184,335 |
| 1,165,710 |
| 1,350,045 |
| 1,383,432 | ||||||||||
Issue of shares |
| - |
| - |
| - |
| - |
| - | ||||||||||
Issue costs |
| - |
| - |
| - |
| - |
| - | ||||||||||
At 30 September 2016 |
| 184,290,900 |
| 184,335 |
| 1,165,710 |
| 1,350,045 |
| 1,383,432 | ||||||||||
At 1 October 2016 |
| 184,290,900 |
| 184,335 |
| 1,165,710 |
| 1,350,045 |
| 1,383,432 | ||||||||||
Issue of shares |
|
|
| 741,883,597 |
| 741,839 |
| - |
| 741,839 |
| 2,370,318 | ||||||||
Issue costs |
|
|
| - |
| - |
| - |
| - |
| (141,014) | ||||||||
Redemption of deferred shares |
|
|
| - |
| - |
| (1,165,710) |
| (1,165,710) |
| - | ||||||||
At 30 September 2017 |
|
|
| 926,174,497 |
| 926,174 |
| - |
| 926,174 |
| 3,612,736 | ||||||||
On 18 April 2017 the company repaid all amounts due in respect to the Convertible Loan Notes that were in issue at the start of the reporting period. These shares have been cancelled and are not held in treasury.
6. SHARE BASED PAYMENTS
During the period the company was required to recognise an income of £10,000 in the income statement in respect to share options in issue or committed to issuing at the end of the reporting period. The table below represents the weighted average exercise price (WAEP) of and the movements in share options and warrants during the period:
|
|
|
|
| 30 September 2017 |
| WAEP |
|
|
|
|
| No. of options and warrants |
| Pence |
|
|
|
|
|
|
|
|
Outstanding at beginning of the period |
|
|
|
| 272,500,000 |
| 0.67 |
Granted during the period |
|
|
|
| 21,111,111 |
| 0.65 |
Exercised in the period |
|
|
|
| (5,375,661) |
| 0.65 |
Cancelled during the period |
|
|
|
| (9,000,000) |
| 0.65 |
Outstanding at the end of the period |
|
|
|
| 279,235,450 |
| 0.65 |
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
|
| 279,235,450 |
| 0.65 |
|
|
|
|
|
|
|
|
The fair values of the options and warrants granted during the period have been calculated using the Black Scholes model and applying the inputs shown below:
Type |
|
|
|
|
|
|
|
|
|
| Warrants |
| Warrants |
Grant date |
|
|
|
|
|
|
|
|
|
| 28/04/2017 |
| 28/09/2017 |
Number of options/warrants |
|
|
|
|
|
|
|
|
|
| 11,111,111 |
| 10,000,000 |
Share price at grant date |
|
|
|
|
|
|
|
|
|
| £0.0064 |
| £0.0047 |
Exercise price at grant date |
|
|
|
|
|
|
|
|
|
| £0.0065 |
| £0.0065 |
Risk free rate |
|
|
|
|
|
|
|
|
|
| 2.75% |
| 2.75% |
Option life |
|
|
|
|
|
|
|
|
|
| 2 years |
| 2 years |
Expected volatility |
|
|
|
|
|
|
|
|
|
| 10.8% |
| 10.8% |
Expected dividend yield |
|
|
|
|
|
|
|
|
|
| 0% |
| 0% |
Fair value of options/ warrants |
|
|
|
|
|
|
|
| £0.000 |
| £0.000 |
Copies of this interim statement are available from the Company at the registered office Hyde Park House, 5 Manfred Road, London, SW15 2RS. The interim financial information document will also be available on the Company's website www.blenheimnaturalresources.com.
7. POST BALANCE SHEET EVENTS
Charlie Wood was appointed a director of the company on 26 September 2017. Mark Parker resigned as a director of the company on 20 October 2017.
Related Shares:
TSI.L