19th Aug 2011 16:32
NOVENTA LIMITED
Unaudited Condensed Consolidated Financial Statements
for the 3 and 6 months ended 30 June 2011
19 August 2011
Chairman's Statement
I must report that the last quarter has been a very difficult period for Noventa; the additional funding requirements that I discovered and were announced in June have proved to be significantly greater than previously envisaged by our business plan, including the new process plant at Marropino and other necessary projects. The Group made a loss before tax of $2.39 million for Quarter 2-2011 on revenues of $0.27m.
In March we commissioned the Interim Comminution Circuit ('ICC') at the Marropino Mine using the existing plant with additions to enable us to process run-of-mine material which contains a higher grade of Ta2O5 than the tailings that we have been processing since April 2010. The ICC was designed to increase the rate of production to 200,000 lbs of contained Ta2O5 per annum which will bring the Group closer to cash break even on monthly operations at the Marropino Mine. During Quarter 2-2011 the ICC substantially increased the rate of production at Marropino, but was not able to maintain the targeted rate of production of 200,000 lbs contained Ta2O5 per annum for a sustained period due to mechanical difficulties and the age of the old plant. The annual equivalent rate achieved in Quarter 2-2011 was 115,000 lbs contained Ta2O5. Corrective action has been taken, principally in June and July 2011, with output increasing to an annual equivalent rate of 177,000 lbs contained Ta2O5 in the second half of July 2011. Final measures have been implemented in July and early August 2011, increasing production to the target level of 200,000 lbs per annum Ta2O5. While the experience of commissioning the ICC has been invaluable to the Group, informing the commissioning plan for the new Marropino process plant and giving experience to our team in managing and mining the pit, the lower than anticipated volumes delivered have adversely impacted the Groups cash flows.
The Group undertook the preliminary hydrogeological study at Marropino in Quarter 2-2011. This study revealed that the level of water in the dams at Marropino is insufficient to supply the Marropino Process plant during 2011, principally due to low levels of precipitation. Action has been taken to provide water from the nearby river and from boreholes. The additional water supply pipeline announced on the 2 June 2011 is now well under construction and is on course to be completed during the fourth quarter of 2011.
During Half 1-2011, significant progress has been made on the engineering, procurement and civil construction phases of the Marropino process plant upgrade project ("Project ReStart"). The new process plant is scheduled to be fully operational by the end of 2011, and it is expected to be capable of an annual rate of production of circa 600,000 lbs of contained Ta2O5 or more by Quarter 3-2012. At this rate of production we expect the Group to be profitable and generate a positive cash flow. Despite the significant progress made, it has not been possible to negotiate either a satisfactory EPC (engineering, procurement and construction) or an EPCM (engineering, procurement, construction and management) contract with the proposed project manager or to find an alternative contractor for the construction of the new plant within the required time frame and on acceptable terms. This has led to increased in-house supervision costs with our own project team using the proposed project manager as a project administrator and consultant. The necessary replacement of the civil engineering contractor also led to delays in the expected commissioning date and the need for increased working capital, although these have largely been recovered subsequent to 30 June 2011.
In August 2011 the Group renegotiated better terms for one of its off-take agreements which took advantage of the increasing market price for Ta2O5 concentrate. All of the Group's production from the new process plant is now committed under the Group's off-take agreement until the end of 2013, or 2015 if options contained in the off-take agreements are exercised by the off-take parties. While the Group's off-take agreements have multiple pricing points and are between 31-61% below the current spot price, they provide a stable and profitable sales price for the Group's Ta2O5 concentrate.
As a result of changing practices in the shipping industry, the Company has altered its shipping arrangements, causing a short interruption to delivery of material to one of its clients and increasing its current shipping costs to its customers by an average of US$3.54 per lb of tantalum pentoxide contained concentrate. The tantalum pentoxide concentrate that Noventa produces is mildly radioactive and it is therefore shipped as a Class 7 material. Noventa has always shipped using this designation. The current denial and delay of Class 7 shipments has been recognised as an international problem by the IAEA, IMO and ICAO, and by the UK government. The IAEA has set up an International Steering Committee to coordinate international efforts to determine solutions to the denial and delay of Class 7 shipments which may include increasing the threshold for designation as Class 7 cargo. However, as a consequence of these generally recognised shipping issues in transporting such Class 7 material, Noventa has revised shipping arrangements with its customers and will be shipping to the USA through Walvis Bay (Namibia) and to Thailand (from Mozambique), the latter by agreement with its customer to ship the product to a different specification so that the material does not fall into the Class 7 category. The Company is currently evaluating its future long term solutions and shipping arrangements.
The Group has finalised the terms of a $37.6m equity raise to bring the new process plant at Marropino and other infrastructure for the Group into full operation. The Group has also completed an extensive review and update to the budget supporting the business plan in conjunction with its advisers.
At the Marropino Concession, the evaluation of the two recently identified pegmatites (one of which extends from the current open pit to the north east, and the other, some 1.5 kilometres to the south east) was completed in Quarter 2-2011were determined by drilling and independent laboratory assays as not economic at current market prices of Ta2O5, we continue to be optimistic about the potential of other pegmatites on the 11,280 hectare Marropino concession and our remaining mining concessions and exploration licenced sites, and is continuing its exploration programme. In July and August 2011, the Group has repeated the exploration of our mining concessions and exploration licenses by graduates from the University of Glasgow and undergraduates from Universidade Eduardo Mondale, Maputo, Mozambique led by our Senior Consultant Geologist.
During Half 1-2011, preliminary preparatory work was started at our Morrua mining concession, which contains a higher grade deposit than Marropino, to evaluate the metallurgy and access infrastructure and to develop a suitable mine plan. We are evaluating the possibility of bringing Morrua into production at the end of 2013.
During 2012, we intend to complete further geological work at Mutala in order to update the NI 43-101 report on our mineral resources. Subject to the results of these studies, we may supplement the feed for the Marropino processing plant with a pre-concentrate from the Mutala concession.
We take our relationship with the local community very seriously. The medical clinic, situated in Marropino village, from which we draw the majority of our work force, was financed and constructed by Noventa at a relatively modest cost and opened on 2 November 2010. It now has two nurses provided by the Government in housing built by Noventa, and continues to be supported by the Mine paramedic whose contribution to the health of the Mine staff and Marropino village has been outstanding. A program has been implemented with the University of Glasgow, Scotland to provide a team of doctors for 6 weeks together with doctors from the Medical School of the Universidade Eduardo Mondale, Maputo, Mozambique during July and August 2011 to improve the health of the village which provides a large number of our employees. The village primary school, also constructed and financed by the Group at modest cost, operates on two shifts and has increased its intake of pupils to 520. The Government has provided an additional teacher, increasing the number to five.
On 12th April 2011, Her Excellency Dr. Esperança Bias, the Minister for Mineral Resources for Mozambique, visited the Mine accompanied by Mozambique Television. The Minister publicly expressed her delight at the progress and improvements made at the Mine. The event was a significant endorsement of our relationship with the Mozambican authorities and our standing in the local community. I met with the Minister recently with our Mine General Manager and Director of our operating subsidiary Delio Darsamo, as well our consultant Geologist and we continue the effort to keep the Ministry and the Minister informed of our progress.
I would like to extend my thanks to the Management team and our employees for their commitment and efforts. Pat Lawless resigned on 5 May 2011 for personal family reasons to return urgently to the UK, and John Allan, a director and former CEO of Noventa Ltd, who is currently running Project ReStart, assumed the role of CEO as an additional duty. He will relinquish his appointment when Fernando Fernandez-Torres, who assumed the role of COO on 1 August 2011, becomes CEO during Quarter 4-2011. Zeca de Barros will be joining Noventa as the new CFO with effect from 5 September 2011 replacing Daniel Cassiano-Silva who resigned in July 2011. I also wish to thank my fellow Directors in a very difficult period for the Company and our advisors for their support, which is contributing to substantial progress on our path towards growth and profitability.
For further information please contact:
Eric F. Kohn TD
Chairman, Noventa Limited
+41 22 8500560 / +41 79 5030150
www.noventa.net
Nick Harriss/Emily Staples
Religare Capital Markets (Nomad)
+44 20 7444 0800
Daniel BriggsReligare Capital Markets (Broker)+44 20 7444 0500
Cautionary note regarding forward looking statements
This document contains "forward-looking information" which may include, but is not limited to, statements with respect to the future financial or operating performance of Noventa Limited ('Noventa' or 'the Company'), its subsidiaries (together 'the Group'), affiliated companies, joint ventures, its projects, the future price of Ta2O5 and morganite, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and resource estimates, the timing and amount of estimated future production, revenues, margins, costs of production, estimates of initial capital, sustaining capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, foreign exchange risks, governmental regulation of mining operations and exploration operations, timing and receipt of approvals, consents and permits under applicable mineral legislation, environmental risks, title disputes or claims, limitations of insurance coverage and 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", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases, or may be identified by statements to the effect that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks, uncertainties and a variety of material factors, many of which are beyond the Company's control which may cause the actual results, performance or achievements of Noventa, its subsidiaries, affiliated companies and/or joint ventures to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Readers are cautioned that forward-looking statements may not be appropriate for other purposes than outlined in this document. Such factors include, among others, future prices of Ta2O5 concentrate and morganite; general business, economic, competitive, political and social uncertainties; the actual results of current exploration and development activities; conclusions of economic evaluations and studies; fluctuations in the value of the U.S. dollar or the pound sterling relative to the local currencies in the jurisdictions of the Company's key projects; changes in project parameters as plans continue to be refined; possible variations of ore grade or projected recovery rates; accidents, labour disputes or slow downs and other risks of the mining industry; climatic conditions; political instability, insurrection or war, civil unrest or armed assault; labour force availability and turnover; delays in obtaining financing or governmental approvals or in the completion of exploration and development activities; as well as those factors discussed in the section entitled "Risk assessment" of the Management discussion & analysis. The reader is also cautioned that the foregoing list of factors is not exhausted of the factors that may affect the Company's forward-looking statements.
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 document and, except as required by applicable law, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. 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.
Cautionary note regarding technical information
Technical information in this report is summarised or extracted from the report entitled 'Technical report on the Marropino project and associated properties, Zambezia Province, Mozambique', prepared by Scott Wilson Roscoe Postle Associates Inc on 27 September 2010 (the 'Scott Wilson 2010 report'). Information of a scientific or technical nature contained in this publication arising since the date of the Scott Wilson 2010 report is provided by Noventa management and has been prepared under the supervision of Donald Hains, of Scott Wilson Roscoe Postle Associates Inc., who is a "qualified person" in accordance with National Instrument 43-101 - Standards of disclosure for Mineral Projects ('NI 43-101').
Readers are cautioned not to rely solely on the summary of such information contained in this report, but should read the Scott Wilson 2010 report (which is available at www.noventa.net) and any future amendments to such report. Readers are also directed to the cautionary notices and disclaimers contained therein.
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3 months ended 30 June | 6 months ended 30 June | 12 months ended 31 December | ||||||||
2011 | 2010 | 2011 | 2010 | 2010 | ||||||
Unaudited | Unaudited | Audited | ||||||||
Note | US$000 | US$000 | US$000 | |||||||
Revenue | ||||||||||
Ta2O5 concentrate | 273 | - | 877 | - | 1,190 | |||||
Morganite | - | - | - | 1,000 | 1,111 | |||||
2,3 | 273 | 877 | 1,000 | 2,301 | ||||||
Cost of sales | (2,865) | (592) | (5,425) | (1,245) | (4,595) | |||||
Gross loss | (2,592) | (592) | (4,548) | (245) | (2,294) | |||||
Administrative expenses | (2,330) | (1,150) | (4,425) | (2,833) | (7,182) | |||||
Impairment of intangible fixed assets | (352) | - | (352) | - | - | |||||
Operating loss | (5,274) | (1,742) | (9,325) | (3,078) | (9,476) | |||||
| ||||||||||
Net finance income/(expense) | 5 | 2,891 | 1 | 2,442 | (1) | (846) | ||||
Loss before taxation | (2,383) | (1,741) | (6,883) | (3,079) | (10,322) | |||||
Taxation | (10) | - | (10) | - | 3 | |||||
Loss for the period | (2,393) | (1,741) | (6,893) | (3,079) | (10,319) | |||||
Other comprehensive loss | ||||||||||
Foreign currency translation loss on foreign operations | 12 | (2) | (23) | (2) | (13) | |||||
Total comprehensive loss for the period | (2,381) | (1,743) | (6,916) | (3,081) | (10,332) | |||||
US cents | US cents | US cents | ||||||||
Basic and diluted loss per share | (9.1) | (14.7) | (26.8) |
(26.2) | (75.0) | |||||
Weighted average number of shares outstanding | 26,302,708 | 11,807,715 | 25,828,774 | 11,755,928 | 13,762,771 | |||||
All results derive from continuing operations. The loss and total comprehensive loss for all periods presented are wholly attributable to equity holders of Noventa Limited.
30 June 2011 Unaudited | 30 June 2010 Unaudited | 31 December 2010 Audited | ||||||||||
Note | US$000 | US$000 | US$000 | |||||||||
Non-current assets | ||||||||||||
Intangible assets | 5 | - | - | - | ||||||||
Property, plant and equipment | 6 | 15,431 | 1,080 | 3,757 | ||||||||
Deferred tax asset | - | - | - | |||||||||
15,431 | 1,080 | 3,757 | ||||||||||
Current assets | ||||||||||||
Inventories | 7 | 2,963 | 926 | 1,347 | ||||||||
Trade and other receivables | 3,025 | 2,880 | 1,640 | |||||||||
Cash and cash equivalents | 9 | 13,084 | 522 | 23,396 | ||||||||
19,072 | 4,328 | 26,383 | ||||||||||
Total assets | 34,503 | 5,408 | 30,140 | |||||||||
Current liabilities | ||||||||||||
Interest due on convertible redeemable preference shares | 10 | 264 | - | - | ||||||||
Trade and other payables | 3,099 | 2,729 | 3,030 | |||||||||
Current tax liabilities | 30 | 149 | 20 | |||||||||
Short-term provisions | 8 | 476 | - | 345 | ||||||||
Derivative financial liabilities | 9 | 189 | - | 3,218 | ||||||||
4,058 | 2,878 | 6,613 | ||||||||||
Net current assets | 15,014 | 1,450 | 19,770 | |||||||||
Non-current liabilities | ||||||||||||
Convertible redeemable preference share liability | 10 | 9,481 | - | - | ||||||||
Long-term provisions | 8 | 275 | 263 | 269 | ||||||||
9,756 | 263 | 269 | ||||||||||
Total liabilities | 13,814 | 3,141 | 6,882 |
| ||||||||
Net assets | 20,689 | 2,267 | 23,258 |
| ||||||||
Equity |
| |||||||||||
Share capital | 11 | 337 | 170 | 324 | ||||||||
Share premium | 86,876 | 56,473 | 84,542 | |||||||||
Shares to be issued reserve | 11 | 167 | 168 | 55 | ||||||||
Convertible redeemable preference shares reserve | 10 | 1,714 | - | - | ||||||||
Merger reserve | 8,858 | 8,858 | 8,858 | |||||||||
Translation reserve | (14) | 24 | 9 | |||||||||
Accumulated losses | (77,249) | (63,426) | (70,530) | |||||||||
Equity attributable to equity holders of the parent | 20,689 | 2,267 | 23,258 | |||||||||
The Interim and Quarter 2-2011 condensed consolidated financial statements of Noventa Limited, registered number 95036, were approved by the Board of Directors and authorised for issue on 19 August 2011. Signed on behalf of the Board of Directors:
J J Allan Chief Executive Officer | T Eggers Chairman of the Audit Committee |
3 months ended 30 June | 6 months ended 30 June | 12 months ended 31 December | ||||
2011 | 2010 | 2011 | 2010 | 2010 | ||
Unaudited | Unaudited | Audited | ||||
Note | US$000 | US$000 | US$000 | |||
Cash flows from operating activities | ||||||
Loss for the period | (2,393) | (1,741) | (6,893) | (3,079) | (10,319) | |
Adjustments for: | ||||||
Depreciation | 197 | 5 | 301 | 13 | 71 | |
Impairment of intangible fixed assets | 5 | 352 | - | 352 | - | - |
Profit on disposal of fixed assets | (3) | (3) | ||||
Decrease in provision against IVA recoverable | - | (925) | (925) | (1,043) | ||
Share based payment expense | 12 | 57 | 139 | 198 | 353 | 665 |
Foreign exchange (profit)/loss | (17) | (12) | (10) | (64) | 270 | |
Finance costs | 4 | 368 | 2 | 487 | 5 | 854 |
Investment revenues | 4 | (3,259) | (3) | (2,929) | (4) | (8) |
Taxation | 10 | - | 10 | - | (3) | |
Operating cash out flow before changes in working capital and provisions | (4,688) | (2,535) | (8,487) | (3,701) | (9,513) | |
Decrease/(increase) in trade and other receivables | (364) | 326 |
(1,338) | (350) | (519) | |
(Increase) / decrease in inventories | (1,157) | - | (1,621) | - | (855) | |
(Decrease) / increase in trade and other payables | (340) | (363) | 63 | - | 713 | |
Increases in short term provisions | 45 | - | 132 | (376) | 235 | |
Cash used by operations | (6,504) | (2,572) | (11,251) | (4,427) | 9,939 | |
Income taxes paid | - | (69) | - | (85) | (45) | |
Net cash used in operating activities | (6,504) | (2,641) | (11,251) | (4,512) | (9,984) | |
Cash flows from investing activities | ||||||
Interest received | 4 | 3 | 14 | 4 | 8 | |
Acquisition of intangible fixed assets | (48) | - | (352) | - | - | |
Acquisition of property, plant and equipment | (5,788) | (141) | (11,925) | (461) | (3,746) | |
Net cash used in investing activities | (5,832) | (138) | (12,263) | (457) | (3,738) | |
Cash flow from financing activities | ||||||
Proceeds from issue of new shares | 1,056 | 652 | 2,162 | 652 | 34,119 | |
Share issue expenses | (104) | (45) | (104) | (45) | (1,782) | |
Proceeds from issue of convertible redeemable preference shares | 11,904 | - | 11,904 | - | - | |
Convertible redeemable preference share issue expenses | (595) | - | (595) | - | - | |
Debt arrangement costs | - | - | (116) | - | - | |
Net cash inflow from financing activities | 12,261 | 607 | 13,251 | 607 | 32,337 | |
Net (decrease) / increase in cash and cash equivalents | (75) | (2,172) | (10,263) | (4,362) | 18,615 | |
Effect of exchange rates on cash and cash equivalents | (19) | (16) | (49) | (145) | (248) | |
Cash and cash equivalents at beginning of period | 9 | 13,178 | 2,710 | 23,396 | 5,029 | 5,029 |
Cash and cash equivalents at end of period | 9 | 13,084 | 522 | 13,084 | 522 | 23,396 |
1. Basis of preparation
The condensed consolidated financial statements of the Group for the three and six months ended 30 June 2011, which are unaudited and have not been reviewed by the Company's auditor, have been prepared in accordance with the International Financial Reporting Standards ('IFRS') accounting policies adopted by the Group and set out in the annual report for the year ended 31 December 2010. The Group does not anticipate any change in these accounting policies for the year ended 31 December 2011.
This Interim and Quarter 2-2011 report has been prepared to comply with Canadian legal requirements applicable to the Company's listing status on The Toronto Stock Exchange as a Designated Foreign Issuer and to comply with the requirements of the AIM rules of the London Stock Exchange (the 'AIM Rules'). In preparing this report, the Group has adopted the guidance in the AIM rules for interim accounts which do not require that the interim condensed consolidated financial statements are prepared in accordance with IAS 34, 'Interim financial reporting'. While the financial figures included in this report have been computed in accordance with IFRSs applicable to interim periods, this report does not contain sufficient information to constitute an interim financial report as that term is defined in IFRSs.
The financial information contained in this report also does not constitute statutory accounts under the Companies (Jersey) Law 1991, as amended. The financial information for the year ended 31 December 2010 is based on the statutory accounts for the year ended 31 December 2010. The auditors reported on those accounts: their report was unqualified and did not include any statement of emphasis of matter. Readers are referred to the auditors' report to the Group financial statements as at 31 December 2010 (available at www.noventa.net).
These condensed consolidated financial statements for the three and six months ended 30 June 2011 have been prepared in accordance with the IFRS principles applicable to a going concern, which contemplate the realisation of assets and liquidation of liabilities during the normal course of operations. Having carried out a going concern review in preparing these condensed consolidated financial statements for the three and six months ended 30 June 2011, the Directors have concluded that there is a reasonable basis to adopt the going concern principle. Further details are provided in the section of the MD&A titled 'Going concern'.
Critical accounting judgments adopted by the Directors in the preparation of these condensed consolidated financial statements are included in the section of the MD&A titled 'Critical accounting judgments and key sources of estimation uncertainty'.
2. Segment Information
Based on the risks and returns the Directors consider that the primary reporting format is by business segment. The Directors consider there to only be one business segment, being the mining, extraction and production of Ta2O5 concentrate, currently undertaken solely from the Marropino Mine in Mozambique. Morganite production is incidental to this principal activity and arises as a by-product of the Ta2O5 concentrate production. All administrative expenditure is allocated to this sole segment.
No geographical analysis of the results by region, other than revenue by destination which is reported below, is provided due to the dominance of the Group's operations in Southern Africa (The Republic of Mozambique and The Republic of South Africa) relative to those in Jersey (Channel Islands) other than for 'Cash and cash equivalents'. 'Cash and cash equivalents' balances are predominantly maintained in Jersey (refer to note 9.4.3).
Revenue by destination of the Group's customers was:
3 months ended 30 June | 6 months ended 30 June | 12 months ended 31 December | ||||
2011 | 2010 | 2011 | 2010 | 2010 | ||
Unaudited | Unaudited | Audited | ||||
US$000 | US$000 | US$000 | ||||
United States of America | 273 | - | 597 | - | 500 | |
Asia | - | - | 280 | 1,000 | 1,801 | |
273 | - | 877 | 1,000 | 2,301 |
3. Revenue
An analysis of the Group's revenue is as follows:
3 months ended 30 June | 6 months ended 30 June | 12 months ended 31 December | ||||
2011 | 2010 | 2011 | 2010 | 2010 | ||
Unaudited | Unaudited | Audited | ||||
US$000 | US$000 | US$000 | ||||
Revenue from sales of goods: | ||||||
Ta2O5 concentrate | 273 | - | 877 | - | 1,190 | |
Morganite | - | - | - | 1,000 | 1,111 | |
- | - | 877 | 1,000 | 2,301 | ||
Finance income | 4 | 3 | 14 | 4 |
8 | |
277 | 3 | 891 | 1,004 | 2,309 |
Revenues derive from continuing operations in all periods presented.
Ta2O5 concentrate sales
During Quarter 2-2011 the Group sold 5,076 lbs (Half 1-2011 - 16,486) of Ta2O5 realising revenue of $264,000 (Half 1-2011 - $868,000). Revenue of $9,000 (Half 1-2011 - $9,000) was recorded on Ta2O5 volume adjustments from final customer assays on sales completed in Quarter 1-2011. The Group did not realise sales of Ta2O5 concentrate during Quarter 1-2010 and Half 1-2010 - production recommenced at the Marropino Mine in April 2010 with the first sales in Quarter 3-2010.
Morganite sales
Morganite production may occur as a by-product of the Ta2O5 concentrate production if morganite is found at the Marropino Mine while mining the pit. During Quarter 2-2011 and Half 1-2011 no morganite was found at Marropino. During Half 1-2010, the Group reached agreement with LJ International Limited for the sale of consignment stock held by Goldleaves Trading Limited and Miranda Gems (HK) under the Morganite Joint Venture Agreement between the Group, and these parties. The Morganite Joint Venture Agreement was terminated, with payment of $1,000,000 received by the Group for the sale of the consignment stock.
4. Net finance expense
3 months ended 30 June | 6 months ended 30 June | 12 months ended 31 December | ||||
2011 | 2010 | 2011 | 2010 | 2010 | ||
Unaudited | Unaudited | Audited | ||||
US$000 | US$000 | US$000 | ||||
Interest income on bank deposits | 4 | 3 | 14 | 4 | 8 | |
Change in fair value of derivative warrants (note 9.4.5) | 3,254 | - | 2,914 | - | - | |
Investment revenues | 3,258 | 3 | 2,928 | 4 | 8 | |
Interest expense on Convertible Redeemable Preference Shares | 364 | - | 364 | - | - | |
Discount unwind on environmental provision | 3 | - | 6 | - | 11 | |
Debt arrangement expenses | - | - | 116 | - | - | |
Change in fair value of derivative warrants (note 9.4.5) | - | 2 | - | 5 | 843 | |
Finance expense | 367 | 2 | 486 | 5 | 854 | |
Net finance income/(expense) | 2,891 | 1 | 2,442 | (1) |
(846) |
During Quarter 1-2011 and Half 1-2011 the Group incurred preliminary expenditure of $116,000 for the arrangement of debt facilities from two European Development banks. These facilities are no longer required due to the placing of the Convertible Redeemable Preference Shares (refer to the section of the MD&A titled 'Funds raised'). The related expenditure has been expensed.
5. Intangible assets
|
At 30 June 2011 | ||||||
| |||||||
| Unaudited at 30 June 2011 | ||||||
| Cost | Accumulated amortisation and impairment | Net book value | ||||
| US$000 | US$000 | US$000 | ||||
| |||||||
| Mining rights | 2,798 | (2,798) | - | |||
| Marropino | 150 | (150) | - | |||
| Exploration and evaluation expenditure | 352 | (352) | - | |||
| 3,300 | (3,300) | - | ||||
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|
At 30 June 2010 and 31 December 2010 | ||||||
| |||||||
| Unaudited at 30 June 2010, Audited at 31 December 2010 | ||||||
| Cost | Accumulated amortisation and impairment | Net book value | ||||
| US$000 | US$000 | US$000 | ||||
| |||||||
| Mining rights | 2,798 | (2,798) | - | |||
| Marropino | 150 | (150) | - | |||
| 2,948 | (2,948) | - | ||||
The Group's intangible assets relate principally to the Morrua mining concession in the Zambezia Province of Mozambique to which the Group has full legal title. This intangible asset, representing acquisition costs of the mining concession, was impaired during financial year 2008 due to significant uncertainties regarding the extent and timing of any development of the concession. During Quarter 2-2011 the Group commissioned an updated Life-of-Mine study for Morrua from Mr Anton von Wielligh Pre Eng (ECSA) Member SAIMM of AB Global Mining Consultants. This report indicates a Mineral reserve of 6,432,466 at a price of US$ 120.0 per pound of Ta2O5. This mineral reserve includes 1,430,000 tonnes of stockpiled oversize material and 6,002,466 tonnes of pegmatite ore. The Group anticipates that confirmatory geological test-work and pre-feasibility work at Morrua will commence in Quarter 2-2012. Subject to satisfactory results from this work and appropriate market conditions, including the price of Ta2O5 concentrate, the Company intends to commence construction of the processing plant at Morrua in Quarter 4-2012 to bring Morrua into production by the end of 2013. The development of Morrua will need to be funded through external funding (shareholder investment or loan arrangements). The timing of any development in this mining concession remains uncertain. The remaining life of the estimated reserves in Morrua amounts to 7.5 years if the Mine produces at c600,000 lbs contained Ta2O5 per annum with a comparable recovery rate to that obtained at Marropino. If the Group is successful in establishing the commercial viability of Morrua, part or all of the impairment of intangible fixed assets may be written back. The Directors remain optimistic for the development of the concession.
During Quarter 1-2011 the Group commenced exploration and evaluation activities on two pegmatites on the Marropino Concession - the Marropino Extension pegmatite and the Marropino South pegmatite (refer to the section of the MD&A titled 'Mineral resources, exploration sites and geological outlook'). Expenditure of $304,000 was incurred in Quarter 1-2011 and a further $48,000 in Quarter 2-2011, totalling $352,000 in Half 1-2011 on drilling core samples and consultant geologist fees. It has been determined that these pegmatites are not economic at the current prices of Ta2O5 concentrate and the related exploration and evaluation expenditure has been impaired in Quarter 2-2011. Refer to the section of the MD&A entitled 'Mineral resources, exploration sites and geological outlook'.
6. Property, plant and equipment
| ||||||||||
At 30 June 2011 |
| |||||||||
Unaudited at 30 June 2011
|
| |||||||||
Cost | Accumulated depreciation and impairment | Net book value |
| |||||||
$'000 | $'000 | $'000 |
| |||||||
Assets under construction | 11,262 | (484) | 10,778 |
| ||||||
Mining assets | 18,349 | (14,510) | 3,839 |
| ||||||
Office furniture, equipment and computers | 761 | (460) | 301 |
| ||||||
Buildings | 2,157 | (1,644) | 513 |
| ||||||
32,529 | (17,098) | 15,431 |
| |||||||
| At 30 June 2010
| Unaudited at 30 June 2010
| ||||||||
Cost | Accumulated depreciation and impairment | Net book value |
| |||||||
$'000 | $'000 | $'000 |
| |||||||
Assets under construction | 1,257 | (484) | 773 |
| ||||||
Mining assets | 14,444 | (14,210) | 234 |
| ||||||
Office furniture, equipment and computers | 475 | (402) | 73 |
| ||||||
Buildings | 1,628 | (1,628) | - |
| ||||||
| 17,804 | (16,724) | 1,080 | |||||||
At 31 December 2010
| Audited at 31 December 2010
| ||||
Cost | Accumulated depreciation and impairment | Net book value | |||
$'000 | $'000 | $'000 | |||
Assets under construction | 3,548 | (484) | 3,064 | ||
Mining assets | 14,795 | (14,248) | 547 | ||
Office furniture, equipment and computers | 584 | (441) | 143 | ||
Buildings | 1,631 | (1,628) | 3 | ||
20,558 | (16,801) | 3,757 |
The net book value of Property, plant and equipment at 30 June 2011 principally represents the equipment and construction costs of the ICC, mobile mining equipment, deposits and progress made on equipment for the Marropino Mine process plant upgrade, engineering consultant and project management fees directly attributable to the Marropino process plant upgrade, light transport vehicles and mining equipment currently in use. At 30 June 2011, the Group had entered into contractual commitments for the acquisition of Property, plant and equipment amounting to $10,800,000 (31 December 2010: $4,724,000).
The Group impaired its operating tangible fixed assets held as at 1 January 2009 and 31 December 2009, reflecting the uncertainty over the future profitability of the Marropino Mine due to the lack of available funding as at those dates for the Group to successfully install a comminution circuit at Marropino and complete a profit generating upgrade of the Marropino plant. If the Group is successful in implementing its plans and making the Marropino Mine a profitable operation, the Directors anticipate that a portion of the recorded impairment will be written back in future periods.
7. Inventories
30 June 2011 Unaudited US$000
| 30 June 2010 Unaudited US$000
| 31 December 2010 Unaudited US$000
| ||||
Spare parts and consumables | 1,489 | 754 | 1,140 | |||
Work-in-progress | - | 172 | - | |||
Finished goods | 1,474 | - | 207 | |||
2,963 | 926 | 1,347 |
8. Provisions
8.1 Short-term provisions
Half 1-2011
Taxation provisions Unaudited US$000 | Other provisions Unaudited US$000
| Total Provisions Unaudited US$000 | ||||
At 1 January 2011 | 221 | 124 | 345 | |||
Charged to the Consolidated statement of comprehensive loss in the period | 79 | - | 79 | |||
Foreign exchange loss | 8 | - | 8 | |||
At 31 March 2011 | 308 | 124 | 432 | |||
Charged to the Consolidated statement of comprehensive loss in the period | 34 | - | 34 | |||
Foreign exchange loss | 10 | - | 10 | |||
At 30 June 2011 | 352 | 124 | 476 |
Year ended 31 December 2010
Taxation provisions US$000 | Other provisions US$000 | Total Provisions US$000 | ||||
At 1 January 2010 (audited), 31 March 2010 (unaudited) and 30 June 2010 (unaudited)
| - | - | - | |||
Reclassified from Current tax liabilities
| 154 | - | 154 | |||
Charged to the Consolidated statement of comprehensive loss in the period
| 101 | 124 | 225 | |||
Foreign exchange gain
| (34)
| - | (34) | |||
At 31 December 2010 | 221 | 124 | 345 |
Taxation provisions represent probable taxation liabilities and penalties arising in Mozambique. Included in this provision is $119,000 (31 December 2010: $105,000; 30 June 2010: $nil) of assessed IVA (including penalties) relating to 2008 identified in the tax inspection into the tax affairs of the Group's subsidiary Highland African Mining Company Limitada undertaken by the Mozambique Tax Authority in December 2009. This provision was reported within Current tax liabilities as at 30 June 2010 at $108,000 at the applicable exchange rate between Mozambique Metical and US Dollar at that date reflecting the assessment, as at that date, that the liability was unavoidable. During 2010, the Group formally contested this assessed IVA with the Mozambique Tax Authority and may be successful in defending the assessment. Accordingly the amount is now reported within Short-term provisions. Of the remaining provision, $176,000 (31 December 2010: $101,000; 30 June 2010: $nil) relates to taxes which the Group has not paid in accordance with the Group's interpretation of the terms of its Mining Licence Agreement. The Mozambique Tax Authority has not formally confirmed this interpretation and there is a significant risk that the amounts may become payable. $17,000 (31 December 2010: $15,000; 30 June 2010: $nil) relates to possible exposures on income tax for 2009. The remaining balance of $40,000 (31 December 2010 and 31 March 2010: $nil) represents tax which the Group paid in 2007 and 2008 where the Mozambique Tax Authority is disputing the validity of the receipts held by the Group. This dispute was raised in Quarter 1-2011.
Other provisions represent liabilities arising from contractual arrangements of the Group under which the Group has obligations to indemnify the third party against costs or losses incurred if such costs or losses are presented. These provisions relate to the parent Company, Noventa Limited.
The Group anticipates that any cash outflow arising from short term provisions will be realised in 2011 or 2012.
8.2 Long-term provisions
The provision relates to the anticipated costs to be incurred in rehabilitating the open pit and surrounding area at Marropino once the mineral ore body has been fully exploited. The movement in the provision in all periods reflects the unwinding of the discount on the amount provided. The estimated remaining life of the mine is 55 months, which may be extended if the Group identifies pegmatites on the Marropino concession that prove to be economically viable resources (refer to the section of the MD&A titled 'Mineral resources, exploration sites and geological outlook').
9. Financial instruments
Details of the capital risk management policy of the Group are provided in note 11.
This note provides further information on the financial instruments of the Group including the risks associated to these instruments and the Group financial risk management policies to address these risks.
9.1 Significant accounting policies and classification of financial instruments
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 3 to the Group financial statements for the year ended 31 December 2010.
9.2 Financial risk management objectives
The Group actively manages the risks arising from its operations, and financial instruments at Board level. The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework and to ensure that the Group has adequate policies, procedures and controls to manage successfully the financial risks that the Group faces.
While the Group does not have a written policy relating to risk management of the risks arising from any financial instruments held, the close involvement of the Chairman, Chief Executive Officer and Chief Financial Officer in the day to day operations of the Group ensures that risks are monitored and controlled in an appropriate manner for the size and complexity of the Group. Financial instruments are not traded, nor are speculative positions taken. The principal risks that the Group faces with an impact on financial instruments are summarised below. Further details by class of financial instrument are described later in this note.
The Group's key financial market risks arise from changes in foreign exchange rates ('currency risk'). The Group is also exposed to credit risk. To a lesser extent the Group is exposed to interest rate risk and liquidity risk.
Currency risk
The Group is exposed to foreign currency exchange risk mainly between the US Dollar, South African Rand, Mozambique Metical and Great British Pound. The potential currency exposures are:
·; Transactional exposure in respect of:
·; operating costs and capital expenditures incurred in currencies other than the functional currency of operations; and
·; financial assets and liabilities denominated in currencies other than the functional currency of Group companies, such as bank balances held in currencies other than US Dollar, and trade payables denominated in Mozambique Metical or South African Rand.
·; Translational exposures in respect of investments in overseas operations which have functional currencies other than US Dollar.
The Group's policy is to minimise transactional exposure through maintaining detailed forecast cash flows by principal currency in which cash inflows and outflows are made, allowing the Group where possible to retain funds in the relevant currencies to create natural hedges against exchange fluctuations.
Credit risk
The Group principally has exposure to credit risk on its bank balances, trade receivables and other receivables. This risk is managed through the selection of bank counterparties based on the financial security of the counterparty, credit assessment of customers and contractual terms and conditions and monitoring.
Interest rate risk
The Group is, to a limited extent, exposed to interest rate risk which arises principally from the Group's bank and cash balances. The Group's interest bearing liabilities are at fixed rates.
Liquidity risk
The Group has limited liquidity risk as at 30 June 2011 due to its cash balances exceeding its monetary liabilities. Details regarding the Group's liquidity position at the date of this report and anticipated future liquidity are provided in the section of the MD&A entitled 'Going concern'.
9.3 Categories of financial instruments
Based on the application of the accounting policies with respect to financial instruments, amounts included in the relevant balance sheet items represent the following categories of financial instrument:
At 30 June 2011 | Fair value through profit and loss Unaudited |
Loans and receivables Unaudited | Financial liabilities at amortised cost Unaudited |
Total Unaudited |
US$000 | US$000 | US$000 | US$000 | |
Financial assets | ||||
Trade receivables | - | 284 | - | 284 |
Other debtors | - | 2,461 | - | 2,461 |
Cash and cash equivalents | - | 13,084 | - | 13,084 |
Total financial assets | - | 15,829 | - | 15,829 |
Financial liabilities | ||||
Interest due on convertible redeemable preference shares | - | - | 264 | 264 |
Trade and other payables | - | - | 3,092 | 3,092 |
Short-term provisions | - | - | 124 | 124 |
Derivative financial liabilities | 189 | - | - | 189 |
Convertible redeemable preference share liabilities | - | - | 9,481 | 9,481 |
Total financial liabilities | 189 | - | 12,961 | 13,150 |
At 30 June 2010 | Fair value through profit and loss Unaudited |
Loans and receivables Unaudited | Financial liabilities at amortised cost Unaudited |
Total Unaudited |
US$000 | US$000 | US$000 | US$000 | |
Financial assets | ||||
Other debtors | - | 2,718 | - | 2,718 |
Cash and cash equivalents | - | 522 | - | 522 |
Total financial assets | - | 3,240 | - | 3,240 |
Financial liabilities | ||||
Trade and other payables | - | - | 2,842 | 2,842 |
Derivative financial liabilities | - | - | - | - |
Total financial liabilities | - | - | 2,842 | 2,842 |
At 31 December 2010 | Fair value through profit and loss Audited |
Loans and receivables Audited | Financial liabilities at amortised cost Audited |
Total Audited |
US$000 | US$000 | US$000 | US$000 | |
Financial assets | ||||
Trade receivables | - | 565 | - | 565 |
Other debtors | - | 880 | - | 880 |
Cash and cash equivalents | - | 23,396 | - | 23,396 |
Total financial assets | - | 24,841 | - | 24,841 |
Financial liabilities | ||||
Trade and other payables | - | - | 2,968 | 2,968 |
Other payables | - | - | 15 | 15 |
Short-term provisions | - | - | 124 | 124 |
Derivative financial liabilities | 3,218 | - | - | 3,218 |
Total financial liabilities | 3,218 | - | 3,107 | 6,325 |
9.4 Classes of financial assets and liabilities
The Group analyses its financial instruments into the following classes based on the differing risks to which the instruments expose the Group:
Book Value 30 June 2011 Unaudited | Book Value 30 June 2010 Unaudited | Book Value 31 December 2010 Audited | |||
US$000 | US$000 | US$000 | |||
Short term operating assets | 2,745 | 2,718 | 1,445 | ||
Bank balances and cash in hand | 13,084 | 522 | 23,396 | ||
Total financial assets | 15,829 | 3,240 | 24,841 | ||
Short term operating liabilities | 3,216 | 2,842 | 3,107 | ||
Warrants | 189 | - | 3,218 | ||
Convertible preference share liability | 9,745 | - | - | ||
Total financial liabilities | 13,150 | 2,842 | 6,325 |
9.4.1 Fair value
For all classes other than the Convertible preference share liability class, the book value and fair value are the same. The assumptions used by the Group to estimate the fair values of financial instruments are summarised below:
(i) For 'Short term operating assets' and 'Short term operating liabilities' the fair value approximates to book value because of the short maturities of these assets and liabilities.
(ii) For 'Bank balances and cash in hand', the fair value has been determined to approximate book value. The Group has no fixed rate deposits exceeding one month as at each reporting date.
(iii) For warrants the fair value has been calculated using a Black Scholes valuation model due to the short term of the derivative instruments. The warrants are carried at fair value and accordingly the book value and the fair value of the warrants is the same. The fair values of the warrants are derived from inputs other than quoted prices that are observable for warrants, either directly (i.e. as prices) or indirectly (i.e. derived from prices) and they are therefore categorized within level 2 of the fair value hierarchy set out in IFRS 7.
(iv) The fair value of the Convertible preference share liability including accrued interest and excluding derivatives over equity is $10,710,000 at 30 June 2011, calculated using the Monis Convertibles Model. The fair values of the Convertible preference share liability is derived from inputs other than quoted prices that are observable for the instrument, either directly (i.e. as prices) or indirectly (i.e. derived from prices) and is therefore categorized within level 2 of the fair value hierarchy set out in IFRS 7.
9.4.2 Short term operating assets
These assets are principally subject to credit risk. The balance at 30 June 2011 principally comprises trade receivables from the sale of Ta2O5 concentrate, IVA recoverable in The Republic of Mozambique, and VAT recoverable in The Republic of South Africa (the balance at 31 December 2010 principally comprises trade receivables from the sale of Ta2O5 concentrate and IVA recoverable in The Republic of Mozambique; the balance at 30 June 2010 principally comprises trade receivables from the sale of Morganite, IVA recoverable in The Republic of Mozambique and amounts due from the subscribers of the June 2010 Conditional Placing). Credit risk arises due to changes in the credit rating of the counterparty. The Group's credit risk is reduced as it only transacts with a small number of counterparties who, in the opinion of the Directors, have a sound credit rating. The Group's exposure to credit risk is further controlled by reviewing its credit exposure to counterparties at regular intervals. The maximum exposure to credit risk is the carrying value of the class at all balance sheet dates. No amounts included in 'Short term operating assets' are past due and not impaired at either reporting date. The Group does not hold any security against the receivables in 'Short term operating assets'.
Included in the 'Short term operating assets' are receivables which have been provided against. Movements in the allowance account against 'Short term operating assets', which principally relates to the input IVA recoverable in Mozambique (refer to the section of the MD&A titled 'Critical accounting judgments and key sources of estimation uncertainty') is as follows:
US$000 | |
At 1 January 2010 (audited) | 1,664 |
Decrease in allowance | (164) |
At 31 March 2010 (unaudited) | 1,500 |
Decrease in allowance | (918) |
At 30 June 2010 (unaudited) | 582 |
Increase in allowance | 62 |
At 31 December 2010 (audited) | 644 |
Increase in allowance | 81 |
Amounts written off | (52) |
At 31 March 2011 (unaudited) | 673 |
Increase in allowance | 128 |
At 30 June 2011 (unaudited) | 801 |
The increase in the allowance account during Quarter 1-2011 reflects the increase in the underlying input IVA balance recorded by the Group of $33,000, an increase in the allowance against deposits for defendant legal costs of $23,000 and a foreign exchange loss of $25,000. Amounts written off in Quarter 1-2011 are irrecoverable bail monies paid by the Group in 2006 on behalf of employees. The increase in the allowance account during Quarter 2-2011 reflects the increase the underlying IVA input balance recorded by the Group of $36,000, provision against amounts paid for medical evacuation costs from the Marropino Mine which may not be recoverable from the Group medical insurance provider of $35,000 and further provisions against prepaid fees which are not considered recoverable of $20,000 and a foreign exchange loss of $37,000. The decrease in the allowance account in 2010 reflects the revision to the assessment of recoverability of the IVA balances as at 31 December 2009 of $1,081,000 and the effect of the devaluation of the Mozambique Metical on the IVA recoverable balance, partially offset by an increase in allowance against IVA accruing during 2010 of $38,000 and deposits for defendant legal costs of $92,000.
9.4.3 Bank balances and cash in hand
All amounts are carried at amortised cost, and, other than cash in hand, are interest bearing assets, with interest rates arranged with counterparty financial institutions based on commercial negotiations, reflecting the term, currency and amount of each deposit. As at all reporting periods, bank balances were held in current accounts or deposit accounts with a maturity of less than one month.
The principal risk arising for 'Bank balances and cash in hand' is credit risk in terms of counterparty default. In the current economic climate, the Group actively manages this risk through the monitoring of the credit status of the counterparty financial institutions. As at the balance sheet date the Group's assets in 'Bank balances and cash in hand' are principally held with the following banks, which are all high quality financial institutions:
Location of funds | 30 June 2011 Unaudited US$000 | 30 June 2010 Unaudited US$000 | 31 December 2010 Unaudited US$000 | ||||
Deutsche Bank | Jersey | 9,402 | 180 | 20,429 | |||
Standard Bank | Mozambique | 2,798 | 153 | 1,295 | |||
First National Bank | South Africa | 815 | 171 | 1,653 | |||
Other | 69 | 18 | 19 | ||||
13,084 | 522 | 23,396 |
The maximum amount subject to credit risk is the carrying value of this class.
'Bank balances and cash in hand' is also subject to the risk of changes in foreign currency exchange rates. The impact of changes in foreign currency exchange rates on the carrying value of 'Bank balances and cash in hand' is shown along with all other financial instruments, in the foreign currency sensitivity analysis below. At all reporting dates, the Group's bank and cash in hand balances are predominately held in USD.
9.4.4 Short term operating liabilities
'Short term operating liabilities' represents trade, and other payables arising in the normal course of business. No interest is chargeable on any of the items included in 'Short term operating liabilities', as long as the Group adheres to the agreed payment terms with each supplier.
The principal risks associated with 'Short term operating liabilities' are liquidity risk and the risk of changes in foreign currency exchange rates. The impact of these risks on the carrying value of this class are shown in the sections below respectively on liquidity risk and foreign currency sensitivity analysis along with all other financial instruments of the Group.
9.4.5 Warrants
'Warrants' contains warrants issued by the Company which are classified as derivative financial liabilities because the warrants are issued in GB£ which is not the functional currency of the Company.
Warrants falling within this category were issued by the Group in September 2009 (the '2009 warrants'), twice in September 2010 (the 'September 2010 warrants - 1' and the 'September 2010 warrants - 2', together the 'September 2010 warrants'), once in October 2010, once in December 2010 (collectively the '2010 warrants') and once in April 2011 (the '2011 warrants'). The warrants were issued as part of fundraisings secured in September 2009 and September 2010. Upon initial recognition, the fair value of the warrants is 'carved out' of the funds received from shareholder investment and recorded within derivative financial liabilities. At each reporting date the fair value of the warrants is measured, with changes in the fair value of the warrants recorded in the Consolidated statement of comprehensive loss within finance income/expense. At each exercise date, the derivative liability fair value of the warrants exercised is recorded to the Share premium account. The warrants do not create any obligation on the Company other than to deliver Ordinary Shares in the Company for a fixed price (360p per share for the September 2009 warrants subsequent to the March 2011 share consolidation and 200p per Ordinary Share for the 2010 and 2011 warrants subsequent to the March 2011 share consolidation), at the option of the holder, for 18 months from the date of issuance of the September 2009 warrants and 2 years from the date of issuance of the September 2010 warrants. The warrants do not therefore expose the Company or Group to any risks as at the balance sheet date. The September 2009 warrants expired unexercised in April 2011.
Subsequent to the March 2011 share consolidation, 20 warrants must be exercised to acquire one Ordinary Share in the Company. Movements in the number of warrants outstanding are as follows:
2009 warrants | 2010 warrants | 2011 warrants |
Total |
| |||||||
No. | No. | No. | No. |
| |||||||
| |||||||||||
At 1 January 2010 and 30 June 2010 | 9,375,000 | - | - | 9,375,000 |
| ||||||
Issued in the period | - | 40,071,673 | - | 40,071,673 |
| ||||||
Exercised in period | - | (1,153,847) | - | (1,153,847) |
| ||||||
At 31 December 2010 (audited) | 9,375,000 | 38,917,826 | - | 48,292,826 |
| ||||||
Issued in the period | 4,976,585 | 4,976,585 |
| ||||||||
Exercised in the period(1) | - | (5,505,075) | - | (5,505,075) |
| ||||||
Expired in the period | (9,375,000) | - | - | (9,375,000) |
| ||||||
At 30 June 2011(2) (unaudited) | - | 33,412,751 | 4,976,585 | 38,389,336 |
| ||||||
(1) 275,253 Ordinary Shares were issued upon the exercise of 5,505,075 warrants in Quarter 1-2011.
(2)If all warrants were exercised at 30 June 2011, the Company would be required to issue 1,919,466 (31 December 2010: 2,414,641; 30 June 2010: 468,750) Ordinary Shares.
Movements in the fair value of the warrants derivative financial liability are:
| ||||||||||||||
2009 warrants |
2010 warrants | 2011 Warrants | Total |
| ||||||||||
US$000 | US$00 | US$000 | US$000 |
| ||||||||||
| ||||||||||||||
At 1 January 2010 and 30 June 2010 | - | - | - | - |
| |||||||||
Fair value on initial recognition | - | 2,485 | - | 2,485 |
| |||||||||
Charge to the Consolidated statement of comprehensive loss for change in fair value (note 4) | 71 | 772 | - | 843 |
| |||||||||
Credited to the Share premium account on exercise of warrants | - | (110) | - | (110) |
| |||||||||
At 31 December 2010 (audited) | 71 | 3,147 | - | 3,218 |
| |||||||||
Charge to the Statement of comprehensive loss for change in fair value (note 4) | (71) | 411 | - | 340 |
| |||||||||
Credited to the Share premium account on exercise of warrants | - | (561) | - | (561) |
| |||||||||
At 31 March 2011 (unaudited) | - | 2,997 | - | 2,997 |
| |||||||||
Fair value on initial recognition | - | - | 446 | 446 |
| |||||||||
Charge to the Statement of comprehensive loss for change in fair value (note 4) | - | (2,832) | (422) | (3,254) |
| |||||||||
At 30 June 2011 (unaudited) | - | 165 | 24 | 189 |
| |||||||||
The fair value of warrants at the relevant period ends has been determined using a Black Scholes valuation model with the following inputs:
Fair value at 30 June 2011 Unaudited
| Fair value at 31 December 2010 Audited
| ||||
2010 and 2011 warrants | 2009 warrants | 2010 warrants | |||
Weighted average share price - GBP pence(1) | 2.2 | 11.00 | 11.00 | ||
Weighted average exercise price - GBP pence(1) | 10.0 | 18.00 | 10.00 | ||
Expected volatility | 116% | 88% | 90% | ||
Risk-free rate | 0.75% | 0.33% | 0.91% | ||
Expected dividend yield | 0% | 0% | 0% | ||
US$/GBP exchange rate | 1.60 | 1.55 | 1.55 | ||
Fair value per warrant - US Cents | 0.5 | 0.1 | 8.01 | ||
Fair value of warrants - US$000 | 189 | 71 |
| 3,147 |
(1) Subsequent to the share consolidation of the Company's Ordinary Shares on 11 March 2011, 20 warrants must be exercised to acquire one Ordinary Share. The share price for the purposes of the valuation of the warrants is one twentieth of the market price for Ordinary Shares of the Company on any valuation date subsequent to the share consolidation.
The volatility assumption has been determined based on the volatility of the Company's Ordinary Share price.
9.4 Convertible preference share liability
The Convertible preference share liability represents the liability component of the Convertible redeemable preference shares issued by the Group on 11 April 2011 (refer to note 10). The Convertible preference share liability exposes the Group to limited liquidity risk because it is not redeemable at the holders call before 11 April 2016 and limited interest rate risk because the interest is fixed at 10% per annum payable quarterly.
9.5 Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group raises funds as and when required on the basis of forecast expenditure and inflows. When funding is required, the Group balances the costs and benefits of equity and debt financing. When funds are received they are deposited with banks of high standing in order to obtain competitive market interest rates. Further details on the Group's liquidity risk at the date of this report are provided in the section of the MD&A titled 'Going concern'.
At all reporting dates, the Group's short term operating liabilities are due on demand or within 30 days of the period end.
9.6 Foreign currency sensitivity analysis
The Group's foreign currency assets and liabilities are exposed to foreign currency transaction risk.
The following are the exchange rates applied by the Group between United States Dollars and currencies in which significant assets and liabilities are denominated:
30 June 2011 Unaudited 1 US$ =
| 30 June 2010 Unaudited 1 US$ =
| 31 December 2010 Audited 1 US$ = | |||
£ Sterling | 0.62 | 0.66 | 0.65 | ||
South African Rand | 6.83 | 7.65 | 6.65 | ||
Mozambique Metical | 28.79 | 34.85 | 32.62 |
The table below illustrates the hypothetical sensitivity of the Group's reported profit and equity to a simultaneous 10% increase and decrease in the United States Dollar exchange rate to £ Sterling, South African Rand and Mozambique Metical at the period-end assuming that all other variables remain unchanged. 10% represents the Directors' assessment of a reasonably possible change in the relevant exchange rates. A positive number below indicates an increase in profit and equity.
| Income statement | Equity | |||||||||||
| 30 June 2011 | 30 June 2010 | 31 December 2010 | 30 June 2011 | 30 June 2010 | 31 December 2010 | |||||||
| Unaudited US$000 | Unaudited US$000 | Audited US$000 | Unaudited US$000 | Unaudited US$000 | Audited US$000 | |||||||
| |||||||||||||
US$ strengthens by 10% | (348) | 187 | (202) | 348 | (187) | (202) |
| ||||||
| |||||||||||||
US$ weakens by 10% | 385 | 233 | 221 | (385) | (233) | 221 |
| ||||||
The Group publishes its consolidated financial statements in United States Dollars and, as a result, is also subject to foreign currency exchange translation risk in respect of the translation of the results and underlying net assets of its non-United States Dollars functional currency entities into United States Dollars. The impact of translation risk is not quantified in the table above.
10. Convertible redeemable preference shares
In March 2011 the Group secured the placing of 2,822,290 Convertible Redeemable Preference Shares ('CPS') at a price of $4.218 per CPS (the 'Issue Price') raising gross proceeds of $11,904,000 before expenses and $11,309,000 after cash expenses. The CPS have a nominal value of £1.00 each and carry an annual coupon of 10% of the Issue Price, payable quarterly in arrears. Each CPS is convertible at any time at the holders' request into one Ordinary Share in the Company. The Company may give notice of redemption at any date after 11 October 2012 at the Issue Price. If an early redemption notice is issued, the holder of the CPS can issue a conversion notice at any date prior to the stipulated redemption date. The CPS will be mandatorily redeemed on 11 April 2016. The Issue Price was calculated at a 25% conversion premium to the mid-market closing price of 210.5p for the Ordinary Shares of the Company on AIM on 16 March 2011, applying the GBP/US$ exchange rate of 1:1.6031 as published in the Financial Times on 17 March 2011. The Placing was conditional on admission of the CPS to trading on the PLUS. Admission to PLUS was granted on 11 April 2011, at which date the placing became unconditional. The placing is recorded in the financial statements of the Group on 11 April 2011.
In addition to the cash issue expenses, the Group issued warrants to the placing agents over 168,985 Ordinary Shares at a subscription price of 210.5p per Ordinary Share.
While in legal form the CPS are part of the Capital Stock of the Company, the CPS include components with liability and equity features as defined under IFRS. IAS 32, 'Financial Instruments: Presentation', requires the Group to identify the equity and liability component parts of the instrument and assign a value to each. The material components have been identified as the host debt contract, a Company call option to prepay the liability and a holder call option to convert to Ordinary Shares.
The fair value of the host debt component has been determined at the present value of the contractual stream of future cash flows (including both coupon payments and redemption amount) discounted at the market rate of interest that would have applied to an instrument of comparable credit quality with substantially the same cash flows, on the same terms, but without the conversion feature. The relevant market interest rate applicable to the Company has been estimated at 14%. The Company's prepayment call option has been valued using the Montis Convertibles Model. The Company's prepayment call option has been determined to be closely related to the host debt contract and is not required to be fair valued separately from the host contract in future periods. The combined fair value of the liability component and embedded prepayment call option is $10,100,000. The balance of the gross proceeds received of $1,804,000 has been established as the equity component of the CPS.
Issue expenses have been determined at $848,000 representing cash issue expenses of $595,000 and the fair value of warrants issued of $253,000. The warrants issued to the placing agents have been fair valued at using a Black-Scholes valuation model with the following inputs:
Fair value at 11 April 2011 Unaudited
| ||
Weighted average share price - GBP pence | 237.6 | |
Weighted average exercise price - GBP pence | 210.5 | |
Expected volatility | 71.2% | |
Risk-free rate | 1.194% | |
Expected dividend yield | 0% | |
US$/GBP exchange rate | 1.64 | |
Fair value per warrant - US Cents | 149.3 | |
Fair value of warrants - US$000 | 253 |
Issue expenses have been allocated pro-rata to the carrying amount of the liability and equity components.
The liability component is subsequently measured at amortised cost using the effective interest rate method and an effective interest rate of 14.793%. The equity component is not re-measured.
The following table summarises the allocation of the proceeds received from the CPS between the components and the movements to 30 June 2011:
Convertible Redeemable Preference Share liability | Convertible Redeemable Preference Share reserve | Total | |||
Unaudited | Unaudited | Unaudited | |||
US$000 | US$000 | US$000 | |||
Gross proceeds received | 10,100 | 1,804 | 11,904 | ||
Cash issue expenses | (505) | (90) | (595) | ||
Warrants issue expenses fair value | (214) | (38) | (252) | ||
Credit for warrants issue expenses fair value | - | 38 | 38 | ||
Initial carrying value - 11 April 2011 | 9,381 | 1,714 | 11,095 | ||
Effective interest rate charge in the period - note 4 | 364 | - | 364 | ||
At 30 June 2011 | 9,745 | 1,714 | 11,459 | ||
Included in the Statement of financial position as: | |||||
Current liabilities | 264 | - | 264 | ||
Non-current liabilities | 9,481 | - | 9,481 | ||
Convertible loan note reserve (equity) | - | 1,714 | 1,714 | ||
9,745 | 1,714 | 11,459 |
On 19 August 2011, the Group announced proposals to alter the terms of the CPS. Further details are provided in note 14.
11. Share capital, Call options over equity and Capital risk management
11.1 Share capital
30 June 2011 Unaudited | 30 June 2010 Unaudited | 31 December 2010 Audited | |||
£ | £ | £ | |||
Share capital | |||||
Authorised | |||||
62,500,000 Ordinary Shares of £0.008 each (31 December 2010 and 30 June 2010: 1,250,000,000 Ordinary Shares of £0.0004 each) | 500,000 | 500,000 | 500,000 | ||
7,000,000 Preference Shares of £1.00 each (31 December 2010 and 30 June 2010: none) | 7,000,000 | - | - | ||
7,500,000 | 500,000 | 500,000 | |||
US$000 | US$000 | US$000 | |||
Allotted, called up and fully paid | |||||
26,213,280 Ordinary Shares of £0.008 each (31 December 2010: 504,413,035 Ordinary Shares of £0.0004 each; 30 June 2010: 256,724,836 Ordinary Shares of £0.0004 each) | 337 | 170 | 324 | ||
2,822,290 Preference Shares of £1.00 each (31 December 2010 and 30 June 2010: none) | 2,822 | - | - | ||
3,159 | 170 | 324 | |||
Details of the rights attached to each class of shares are provided in the section of the MD&A entitled 'Capital Stock'. Details of new Ordinary Shares subscribed subsequent to the date of this report are included in note 14.
11.2 Share consolidation
On 11 March 2011, the Company completed a 20:1 share consolidation of the Company's £0.0004 Ordinary Shares into £0.008 Ordinary Shares.
11.3 Shares in issue
The table below presents a reconciliation of the Company's Ordinary Shares in issue. For transactions and balances prior to 11 March 2011 the number of Ordinary Shares has been adjusted for the share consolidation and is presented at the post consolidation amounts:
No. | Issue price GBP | |||
At 1 January 2010
| 11,636,744 | |||
Ordinary Shares issued for services, including bonus shares | 84,702 | 79.6 to 103 | ||
Ordinary Shares issued for cash: | ||||
June 2010 Placing, Conditional Placing and Additional Placing | 1,114,796 | 130 | ||
At 30 June 2010
| 12,836,242 | |||
Ordinary Shares issued for cash: | ||||
September 2010 Placing, Subscription and Additional Placing | 3,011,850 | 130 | ||
September 2010 Additional Subscription | 995,317 | 131.7 | ||
December 2010 Placing | 8,000,000 | 190 | ||
Warrants exercised | 76,192 | 80 to 200 | ||
12,083,359 | ||||
Ordinary Shares issued for services, including bonus shares | 301,051 | 0.00 to 153 | ||
At 31 December 2010 | 25,220,652 | |||
Ordinary Shares issued for cash: | ||||
Warrants exercised | 275,253 | 200 | ||
Share options exercised | 172,250 | 80 | ||
September 2010 Additional Subscription - Final tranche | 497,658 | 131.74 | ||
945,161 | ||||
Ordinary Shares issued for services, including bonus shares | 47,467 | 214 to 238 | ||
At 30 June 2011 | 26,213,280 |
S (
Details of Convertible redeemable preference shares issued in the period are provided in note 10.
11.4 Shares to be issued reserve
At 30 June 2011 the Group had obligations to deliver 152,682 Ordinary Shares (31 December 2010: 16,534; 30 June 2010: 94,320) to Directors and employees in consideration for services rendered, including sign on bonuses. These Ordinary Shares have not been issued at the date of this report. The Group had further obligations to deliver 14,614 Ordinary Shares to PPM. The compensation expense for the services received, including sign on bonuses, is included in the Consolidated statement of comprehensive loss when the services are provided. The compensation expense for the completion bonus for PPM is included within Property, plant and equipment. The related liabilities are recognised in the 'Shares to be issued' reserve.
11.5 Call options over Ordinary Shares
Call options over Ordinary Shares represent instruments issued by the Company which may result in the Company issuing Ordinary Shares, such as warrants and share options. Where these instruments were issued prior to the share consolidation on 11 March 2011, the conversion terms of the instruments have been altered to require the conversion of 20 instruments to acquire one Ordinary Share in the Company.
The following table summarises the principal terms under which Ordinary Shares of the Company could be issued in respect of options, warrants and bonus shares outstanding at 30 June 2011. Where applicable, the number of Ordinary Shares has been adjusted to take account of the 11 March 2011 share consolidation.
Number of Ordinary Shares adjusted for share consolidation | Number exercisable at period end adjusted for share consolidation | Weighted average exercise price adjusted for share consolidation | Expiry date | Comments | |
Options issued by employee share option plans in 2007 | 51,370 | 51,370 | 50,000 at £23.00 1,371 at £0.008 | 2017 | None |
Options issued by employee share option plans in 2008 | 10,515 | 6,180 | £23.00 | 2018 | Includes performance conditions that are not expected to be met over the option vesting period for non vested options. |
Options issued by employee share option plans in 2009 – 1 | 105,296 | 81,962 | £3.20 | 2019 | Includes performance conditions that are not expected to be met over the option vesting period for non vested options. |
Options issued by employee share option plans in 2009 – 2 | 172,250 | 172,250 | £0.80 | 2013 | None |
Options issued outside of the share option plans – 2009 | 100,000 | 100,000 | £0.80 | 2016 | None |
Warrants 2009 – 1 | 579,298 | - | £0.80 | 2016 | Share price to reach £5.00 on a 30 day moving average for the warrants to be exercisable. |
Warrants 2009 – 2 | 56,500 | 56,500 | £0.80 | 2016 | None |
Warrants 2009 – 3 | 468,750 | 468,750 | £3.60 | 2011 | None |
Bonus shares 2009 | 150,000 | - | - | No expiry | Share price to reach £3.00 on a 30 day moving average for the bonus shares to vest. |
Options issued by employee share option plans in 2010 | 100,000 | 75,000 | £0.80 | 2019 | None |
Options issued outside of share option plans – 2010 | 97,122 | 97,122 | £1.08 | 2017 | None |
Warrants 2010 – 1 | 963,267 | 963,267 | £2.00 | 2012 | None |
Warrants 2010 – 2 | 209,712 | 209,712 | £2.00 | 2012 | None |
Warrants 2010 – 3 | 248,829 | 248,829 | £2.00 | 2012 | None |
Warrants 2010 – 4 | 248,829 | 248,829 | £2.00 | 2012 | None |
Warrants 2010 – 5 | 400,000 | 400,000 | £1.90 | 2012 | None |
Warrants 2011 – 1 | 248,829 | 248,829 | £2.00 | 2012 | None |
Warrants 2011 – 2 | 168,985 | 168,985 | £2.105 | 2012 | None |
4,379,553 | 3,597,586 |
11.6 Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while implementing the Plan to maximise the return to shareholders. The Directors consider that the capital structure of the Group consists of the Company's Ordinary Shares and Convertible Redeemable Preference Shares net of retained losses.
The Group's Board of Directors reviews the capital structure when funding is required. As part of the review, the Board of Directors considers the cost of capital and the risks associated with each class of capital.
12. Share based payments
A summary of all options, warrants and other call options over Ordinary Shares in the Company is provided in note 11.5.
On 11 March 2011, the Company completed a 20:1 share consolidation of the Company's £0.0004 Ordinary Shares into £0.008p Ordinary Shares. The conversion or issue terms of the all options, warrants and bonus shares were adjusted to require twenty options, warrants or bonus shares to be exercised to acquire one Ordinary Share in the Company. All amounts presented in this note reflect the number of Ordinary Shares that could be issued if the options, warrants or bonus shares are exercised, or become exercisable.
12.1 Equity-settled share options and warrants
The Company has a share option scheme for all employees of the Group - the Noventa Unapproved Share Option Scheme (the 'Share Plan'). Until June 2009, options were historically granted annually to employees and certain Directors, exercisable at a price equal to the average quoted market price of the Company's shares on the 30 days preceding the date of grant. Generally the options were granted annually with vesting over one, two, three and four years, subject to certain production related performance criteria being met, and the employee remaining in continued employment with the Group. If the options remain unexercised after a period of ten years from the date of grant the options expire. Options are forfeited if the employee leaves the Group before the options vest, unless certain conditions apply. On the retrenchment of staff, options vest in full immediately.
The Group also issues options under the terms of the Share Plan which do not have performance conditions, and have either no service period or a service period of up to two years. These options are granted to Directors and key management.
Further options and warrants over Ordinary Shares in the Company are issued to Directors for services rendered and certain service providers. These instruments are not granted under the terms of the Share Plan.
In the year ended 31 December 2007 the Company issued options to a Director through the Noventa Employee Benefit Trust ('EBT'). No options have been granted by the EBT since 2007.
12.2 Charge in the period
The total charge recorded in the Consolidated statement of comprehensive loss for share based payments in Quarter 2-2011 was $57,000 (Half 1-2011: $198,000; Quarter 2-2010: $139,000; Half 1-2010: $353,000). A further $nil (Half 1-2011: $50,000; Quarter 1-2010 and Half 1-2010: $nil) has been recorded to Property, plant and equipment and $252,000 (Half 1-2011: $252,000; Quarter 1-2010 and Half 1-2010: $nil) has been recorded as issue expenses for the Convertible Redeemable Preference Shares and allocated pro-rata between the carrying value of the equity and liability components of these instruments (refer to note 10).
Of the amount charged to the Consolidated statement of comprehensive loss, $119,000 (Half 1-2011: $241,000; Quarter 2-2010: $93,000; Half 2-2010: $216,000) arises on shares issued to Directors as contractual Directors' fees and consultancy fees, discretionary bonuses, employee sign on bonuses, or salary payments made in shares under employment contracts (Quarter 2-2010 and Half 1-2011: arises on shares issued to Directors as contractual Directors' fees and consultancy fees, discretionary bonuses, employee sign on bonuses, or salary payments made in shares under employment contracts). The number of Ordinary Shares issued in payment of Directors' fees and consultancy fees, discretionary bonuses, employee sign on bonuses, or salary payments is determined based on the contractual amounts due, and relevant market prices for the Company's Ordinary Shares. The compensation expense recorded is therefore the contractual amount due.
A credit of $62,000 (Half 1-2011: credit of $43,000; Quarter 2-2010: charge of $46,000; Half 1-2010: charge of $137,000) arises from share options issued to certain employees and Directors of the Group, under the Share Plan (Quarter 2-2010 and Half 1-2011: arises from the issuance of share options to certain employees and Directors of the Group, under the Share Plan, or through options outside of the Share Plan). The credit in Quarter 2-2011 and Half 1-2011 reflects the reversal of amounts previously expensed on share options which have been cancelled in Quarter 2-2011. No new options were granted in Quarter 2-2011 or Half 1-2011 (Quarter 2-2010: 100,000 options were granted; Half 1-2010: 272,841 options were granted). 168,985 new warrants were granted in Quarter 2-2011 and Half 1-2011 (Quarter 2-2010 and Half 2-2010: none) as payment of issue expenses on the Convertible Redeemable Preference Shares.
12.3 Summary of share options, warrants and bonus shares accounted for as share based payments
Details of the number of Ordinary Shares that may be issued to satisfy share options, warrants and bonus shares which are accounted for as share based payments are as follows:
| ||||||||||||||||
Options No. |
Warrants No. | Bonus Shares No. |
Total No. |
| ||||||||||||
| ||||||||||||||||
At 1 January 2010 (audited) | 636,576 | 654,298 | 300,000 | 1,590,874 |
| |||||||||||
Granted in the period | 272,840 | - | - | 272,840 |
| |||||||||||
Terminated in the period | (8,161) | - | - | (8,161) |
| |||||||||||
At 30 June 2010 (unaudited) | 901,255 | 654,298 | 300,000 | 1,855,553 |
| |||||||||||
Granted in the period | 24,280 | 399,998 | - | 424,278 |
| |||||||||||
Lapsed in the period | (16,731) | - | - | (16,731) |
| |||||||||||
Exercised in the period | - | (18,500) | (150,000) | (168,500) |
| |||||||||||
At 31 December 2010 (audited) | 908,804 | 1,035,796 | 150,000 | 2,094,600 |
| |||||||||||
Exercised in the period | (172,250) | - | - | (172,250) |
| |||||||||||
At 31 March 2011 (unaudited) | 736,554 | 1,035,796 | 150,000 | 1,922,350 |
| |||||||||||
Granted in period | 168,985 | 168,985 |
| |||||||||||||
Terminated in the period | (100,000) | - | - | (100,000) |
| |||||||||||
At 30 June 2011 (unaudited) | 636,554 | 1,204,781 | 150,000 | 1,991,335 |
| |||||||||||
Details of exercisable share options, warrants and bonus shares which are accounted for as share based payments are as follows:
No. | Weighted average exercise price GBP | No. | Weighted average exercise price GBP | No. | Weighted average exercise price GBP | Total No. | |||||||||||||
At 1 January 2010 | 434,013 | 411 | 75,000 | 80 | - | - | 509,013 | ||||||||||||
Vested in the period | 97,840 | 97.1 | - | - | - | - | 97,840 | ||||||||||||
At 30 June 2010 | 531,853 | 353 | 75,000 | 80 | - | - | 606,853 | ||||||||||||
Vested in the period | 224,280 | 85.4 | 399,998 | 190 | 150,000 | - | 774,278 | ||||||||||||
Exercised in the period | - | - | (18,500) | 80 | (150,000) | - | (168,500) | ||||||||||||
At 31 December 2010 | 756,133 | 274 | 456,498 | 176.4 | - | - | 1,212,631 | ||||||||||||
Exercised in the period | (172,250) | 80 | - | - | - | (172,250) | |||||||||||||
Vested in period | 25,000 | 80 | 168,985 | 210.5 | - | - | 193,985 | ||||||||||||
Lapsed or terminated in period | (25,000) | 80 | - | - | - | - | (25,000) | ||||||||||||
At 31 June 2011 | 583,883 | 331 | 625,483 | 185.6 | - | - | 1,209,366 |
The outstanding and exercisable options, warrants and bonus shares that are accounted for as share based payments could result in the issue of the following number of Ordinary Shares:
| Outstanding | Exercisable |
| |||||||||||||
Price - GBP pence | Expiry | 30 June 2011 No. | 30 June 2010 No. | 31 December 2010 No. | 30 June 2011 No. | 30 June 2010 No. | 31 December 2010 No. | |||||||||
2,300 | 2017 | 60,515 | 60,515 | 64,850 | 56,180 | 56,180 | 56,180 | |||||||||
310 | 2019 | 105,296 | 105,296 | 116,963 | 81,962 | 81,962 | 81,962 | |||||||||
210.5 | 2012 | 168,985 | - | - | 168,985 | - | - | |||||||||
199 | 2012 | 400,000 | 400,000 | - | 399,998 | 399,998 | - | |||||||||
130 | 2017 | 24,280 | 24,280 | - | 24,280 | 24,280 | - | |||||||||
102 | 2017 | 72,841 | 72,841 | 72,841 | 72,841 | 72,841 | 72,841 | |||||||||
80 | 2016-2019 | 1,008,047 | 1,280,297 | 1,298,797 | 403,749 | 575,999 | 394,499 | |||||||||
0.8 | 2017 | 1,371 | 1,371 | 2,102 | 1,371 | 1,371 | 1,371 | |||||||||
0.00 | None | 150,000 | 150,000 | 300,000 | - | - | - | |||||||||
1,991,335 | 2,094,600 | 1,855,553 | 1,209,366 | 1,212,631 | 606,853 | |||||||||||
13. Related party transactions
Transactions between the Company and its subsidiaries have been eliminated upon consolidation and are not disclosed in this note. Details of transactions and balances between the Group and other related parties are detailed below. The amounts reported are the fair value of the transaction in US$. Directors' fees and expenses are excluded unless they are invoiced to the Group by means of a separate Company.
3 month period ended 30 June | 6 month period ended 30 June | 12 month period ended 31 December | |||
2011 | 2010 | 2011 | 2010 | 2010 | |
Unaudited | Unaudited | Audited | |||
US$000 | US$000 | US$000 | |||
Fleming Family & Partners (Lichtenstein) Limited Subscription of Convertible Redeemable Preference Shares | 160 | - | 160 | - | - |
Barons Financial Services SA | |||||
Consulting fees | 88 | 78 | 172 | 161 | 324 |
Fees due for the services of Mr E Kohn TD as Chairman paid in cash | 44 | 19 | 72 | 40 | 181 |
Bonus paid in cash | - | - | 100 | - | |
Funds advanced to the Company (representing expenditure incurred on the Company's behalf and recharged to the Company) | 106 | 104 | 219 | 162 | 589 |
Balance due to Barons Financial Services SA at period end | 24 | - | 24 | - | 55 |
Funds due to the Company from Barons Financial Services SA for advances against expenses | 18 | 38 | 18 | 38 | 13 |
Barons Financial Services Limited | |||||
Fees due for the services of Mr E Kohn TD as Chairman paid in shares | 22 | 19 | 42 | 39 | 79 |
Balance due to Barons Financial Services Limited in shares at period end | 22 | 39 | 22 | 39 | 20 |
Barons Financial Services (UK) Limited | |||||
Commission arising on fundraising on the same terms as those provided to the Company's brokers | 122 | - | 122 | - | 308 |
Fair value of warrants over 27,583 (2010: 42,368) Ordinary Shares of £0.008 issued to Barons Financial Service Limited | 41 | - | 41 | - | 56 |
Carey Olsen | |||||
Legal fees and expenses | 144 | 86 | 245 | 97 | 306 |
Balance due to Carey Olsen at period end | 84 | 86 | 84 | 86 | 200 |
Ekasure Limited | |||||
Fees due for the services of Mr J Allan as Director | 4 | 90 | 9 | 180 | 190 |
Consulting fees | 150 | - | 300 | - | 63 |
Re-imbursement of expenses incurred on behalf of Noventa | 1 | 6 | 25 | 23 | 27 |
Balance due to Ekasure Limited at period end | 101 | 61 | 101 | 61 | 9 |
Goldline Global Consulting | |||||
Fees due for the services of Mr P. Cox as Director | - | 6 | - | 12 | 12 |
Balance due to Goldline Global Consulting in shares at period end | - | 6 | - | 6 | - |
Balance due to Goldline Global Consulting at period end | - | 6 | - | 6 | - |
Hains Engineering Company Limited | |||||
Consulting Fees | 6 | - | 11 | - | 53 |
Balance due to Hains Engineering Company Limited at period end | - | - | - | - | 12 |
KLM Consulting Services (Pty) Limited | |||||
Hydro-geological consulting fees | 20 | - | 26 | - | 10 |
Balance due to KLM Consulting at period end | - | - | - | - | - |
IGAS Research | |||||
Analysis Costs | - | - | - | - | 3 |
Fleming Family & Partners (Lichenstein) Limited is a related party of the Company by virtue of its significant shareholding in the Company including its interest in Highland African Ventures Limited Highland African Ventures Limited which is a significant shareholder in the Company. Highland African Ventures Limited is owned by a trust of Fleming Family & Partners Liechtenstein is the trustee and Mr R J Fleming is one of the potential beneficiaries. As at the date of this report Fleming Family & Partners Liechtenstein has a total interest, including through Highland African Ventures Limited, in a total of 4,460,156 Ordinary Shares (17.01% of the issued Ordinary Shares) and 37,930 Convertible Redeemable Preference Shares (1.34% of the issued Convertible Redeemable Preference Shares). As at the date of this report Mr R J Fleming has an interest, including through Highland African Ventures Limited, in a total of 4,260,156 Ordinary Shares (16.25% of the issued Ordinary Shares).
Barons Financial Services SA, Barons Financial Services Limited, Barons Financial Services (UK) Limited, Ekasure Limited, Carey Olsen, Goldline Global Consulting (Pty) Limited, Hains Engineering Company Limited and IGAS Research are related parties to the Group by virtue of common directorship / employment as follows:
Related party | Common Director/Employee |
|
Barons Financial Services SA, Barons Financial Services Limited and Barons Financial Services (UK) Limited | Mr E F Kohn TD |
|
Ekasure Limited | Mr J N Allan |
|
Carey Olsen | Mr G Coltman |
|
Goldline Global Consulting (Pty) Limited | Mr P Cox (resigned 2009) |
|
Hains Engineering Company Limited | Mr L Heymann (deceased 2010) |
|
IGAS Research | Dr E J Martin |
|
KLM Consulting Services (Pty) Limited is a related party of the Company by virtue of the close family relationship between Mr J Alllan and an owner director of KLM Consulting Services (Pty) Limited.
All related party transactions are transacted on an arm's length basis, in accordance with standard commercial terms applicable to the type of transaction.
14. Events subsequent to the balance sheet date
14.1 Renegotiation of off-take agreements
In July 2011 the Group renegotiated one of its off-take agreements allowing the Group to take advantage of part, but not all, of the recent market increase in the price of Ta2O5 concentrate. In August 2011, the same off-take agreement was renegotiated to allow the Group to ship Ta2O5 concentrate to a different specification which does not fall within the category of Class 7 material for international shipping purposes.
Subsequent to the above amendments, the Group's two off-take agreements cover combined deliveries of 350,000 lbs of contained Ta2O5 in 2011 and 550,000 lbs contained Ta2O5 per annum in 2012 and 2013. Both contracts contain options exercisable at the buyers request covering combined annual deliveries of 470,000 lbs contained Ta2O5 in 2014 and 2015. A further minimum 200,000 lbs of contained Ta2O5 must be delivered any time before the end of 2014. Any shortfalls on deliveries in any contract year are carried forward, with a fixed price decrease per lb delivered to H.C. Starck on any shortfall deliveries. One of the agreements also includes option rights over any additional production from any of the Groups concessions during the agreement life (i.e. until 31 December 2015). The current spot price of Ta2O5 concentrate is $130 per lb of Ta2O5. Only a small proportion of Ta2O5 concentrate is traded on the spot market and the prices are volatile. There are no exchange traded contracts for Ta2O5. Most Ta2O5 worldwide is supplied under off-take agreements with refiners. The Group's off-take agreements have multiple pricing points and are at a 31-61% discount to the current spot price.
14.2 Placing, Subscription with Clawback, Open Offer and related party transactions
On 19 August 2011, the Company secured irrevocable commitments from new and existing shareholders to subscribe for 91,100,000 new Ordinary Shares, raising approximately $37,578,750 (£22,775,000) (before expenses) through a Placing and Subscription with Clawback.
The Placing
The Company placed 73,600,000 Placing Shares at 25 pence per Ordinary Share (the 'Issue Price') with both new and existing institutional and other investors, raising approximately $30,360,000 (£18,400,000) (before expenses), conditional only on admission of the Ordinary Shares to trading on AIM. An application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission to AIM will become effective and that dealings will commence in the Placing Shares on 25 August 2011. It is expected that Admission to PLUS will also become effective and that dealings will commence in the Placing Shares on 25 August 2011. Application will also be made to list the Placing Shares on the TSX.
Mr R.J. Fleming, who was, immediately prior to the Placing, a Substantial Shareholder and Related Party of the Company for the purposes of the AIM Rules for Companies, has agreed to subscribe for 1,400,000 Placing Shares. Ekasure Limited, a company in which John Allan, a director of the Company, has a beneficial interest, has agreed to subscribe for 40,000 Placing Shares. Dr Goran Berglund, a director of the Company, has agreed to subscribe for 400,000 Placing Shares. Mr Fernando Fernandez-Torres, a director of the Company, has agreed to subscribe for 32,000 Placing Shares. The Directors (other than the director concerned in the subscription), have consulted with Religare Capital Markets (UK) Limited, the Company's AIM nominated adviser, and believe the terms of these subscriptions to be fair and reasonable insofar as shareholders are concerned.
Following the Placing, the Company will have 100,153,164 Ordinary Shares in issue. The Company does not hold any Ordinary Shares in treasury.
Religare Capital Markets plc will receive 3,018,253 warrants to subscribe for Ordinary Shares with an exercise price of 25 pence per Ordinary Share, exercisable for two years from the date of Admission on AIM of the Placing Shares, in relation to its work on the Proposals. Jacob Securities Inc. will receive 339,884 Ordinary Shares and 947,884 warrants to subscribe for Ordinary Shares with an exercise price of 25 pence per Ordinary Share, exercisable for two years from the date of Admission on AIM of the Placing Shares, in relation to its work on the Proposals.
The Subscription with Clawback and arrangements with Richmond
Pursuant to the Placing, 12,442,750 Placing Shares have been placed firm with Richmond Capital LLP/Richmond Master Fund Limited (collectively 'Richmond') , representing approximately 12.42 per cent. of the enlarged issued ordinary share capital of the Company, upon completion of the Placing. Richmond holds 1,977,800 Ordinary Shares, being 7.55 per cent. of the Company's existing issued ordinary share capital, as at the date of this announcement. Following the Placing, Richmond will have an interest in 14,420,550 Ordinary Shares, being 14.40 per cent. of the Company's issued ordinary share.
The Company has also entered into the Subscription Agreement with Richmond. Pursuant to the Subscription Agreement, Richmond has conditionally agreed with the Company (subject to admission of the Subscription Shares to AIM, the TSX and PLUS) to subscribe for 17,500,000 Subscription Shares in two equal tranches on 30 November 2011 and 31 December 2011. The amount of these subscriptions can be scaled back at the Company's election and will be so scaled back by the Company to the extent that there are valid applications from participants under the Open Offer. In the event that the proposed Open Offer does not proceed, regardless of the reason or cause, then (subject to admission of the Subscription Shares as mentioned above) Richmond will remain obligated to subscribe for the Subscription Shares pursuant to the terms of the Subscription Agreement. Assuming that all of the 17,500,000 Subscription Shares are issued to Richmond (as well as the Placing Shares which it is firmly committed to acquire) then Richmond would hold approximately 27.13 per cent. of the Company's enlarged issued ordinary share capital, following completion of the Proposals but ignoring the impact of the Preference Redemption (refer below).
If all the Offer Shares are subscribed for by Shareholders (including Richmond) then Richmond will hold approximately 14.40 per cent. of the enlarged issued ordinary share capital, ignoring the impact of the preference redemption.
As part of the terms of Richmond's commitment to subscribe for the Subscription Shares subject to the Subscription with Clawback, Richmond will, on the first business day after 31 December 2011, receive 17,500,000 warrants to subscribe for Ordinary Shares with an exercise price of 25 pence per Ordinary Share, exercisable for a period of two years from the date of their issue. Further warrants will be issued to Richmond on the same terms with an exercise value equivalent to Richmond's agreed legal expenses in relation to the Subscription Agreement. Assuming that all of the 17,500,000 Subscription Shares are issued to Richmond (as well as the Placing Shares which it is firmly committed to acquire) and that Richmond were to exercise all 17,500,000 warrants, then Richmond would hold approximately 36.57 per cent. of the Company's enlarged issued ordinary share capital, following completion of the Proposals but ignoring the impact of the Preference Redemption (refer below).
Richmond Partners Master Limited is an exempted company incorporated with limited liability in the Cayman Islands. Richmond Capital LLP (who are regulated by the UK Financial Services Authority) has been appointed to manage and invest the assets of Richmond. The Directors, who have consulted with Religare Capital Markets (UK) Limited, the Company's nominated adviser, believe the terms of these arrangements with Richmond, to be fair and reasonable insofar as Shareholders are concerned.
The Open Offer
In order to provide Shareholders with the opportunity to participate in the fund raising, the Board intends, subject to regulatory approvals, to offer Shareholders on the register at the Record Date the opportunity to subscribe for up to 17,500,000 new Ordinary Shares at the Issue Price, thereby raising up to a further approximately $7,218,750 (£4,375,000) (before expenses).
The Open Offer will be structured so as to allow Shareholders to subscribe for Offer Shares at the Issue Price pro rata to their existing holdings. The Open Offer will also allow Shareholders to make excess applications for Offer Shares, over and above their pro rata entitlement.
It is intended that, subject to regulatory approvals, a circular regarding the Open Offer will be sent to Shareholders in due course and this will provide further details as regards the Open Offer process and timetable. While it is the Board's current intention that the Open Offer will proceed, there can be no guarantee that this will happen.
14.3 Proposed restructuring of Convertible Redeemable Preference Shares
In combination with the Placing, Subscription with Clawback and Open Offer, the Board intends to provide Convertible Redeemable Preference Shareholders with an opportunity to have their convertible Redeemable Preference Shares ('CPS') redeemed earlier than previously agreed, whether in whole or in part, and to receive new Ordinary Shares as consideration for such redemption. The Preference Redemption is expected to be calculated on the basis of the CPS being redeemed at their original issue and redemption price of $4.218 plus any accrued but unpaid fixed rate dividend and reinvested into new Ordinary Shares at the Issue Price.
The Preference Redemption will require an amendment to the terms and conditions of the Preference Shares which will need to be approved by Preference Shareholders at a class meeting. Such meeting will be convened at the earliest opportunity and the Board will send notice of the meeting to Preference Shareholders in due course.
The Preference Redemption is being undertaken, inter alia, in order to provide Preference Shareholders with the opportunity to participate in the recapitalisation of the Company, at the Issue Price. As referred to below, the Preference Redemption should provide additional benefits to the Company's future cash flows.
Following the release of the announcements made by the Company on 2 and 3 June 2011, concerns were raised with the Board by certain of the Preference Shareholders regarding the Company's financial position, the circumstances that required the making of those announcements, and the consequential requirement, then disclosed, to undertake a further fund raising. The Board believes that the Proposals and the Preference Redemption will address those concerns, whilst at the same time offering additional benefits referred to below.
In the event that all of the Preference Shareholders elect to have their shares redeemed, then it would result in the issue of approximately a further 28,859,198 new Ordinary Shares and would, in addition, provide a cashflow benefit for the Company as annual dividend payments of approximately $1,190,442 (£721,480) would no longer be payable and it would also remove the current requirement to redeem the CPS on 11 April 2016 in accordance with their terms.
Assuming full redemption, the new Ordinary Shares issued pursuant to the Preference Redemption would equate to 19.70 per cent. of the Company's enlarged issued ordinary share capital following completion of the Placing, the Subscription with Clawback and the Open Offer.
Any new Ordinary Shares to be issued pursuant to the Preference Redemption will be credited as fully paid and will, on issue, rank pari passu with the Existing Ordinary Shares.
Country of incorporation Jersey, Channel Islands
Registration number 95036
Legal form Public listed company
Shares Listed AIM Market of the London Stock Exchange ('AIM')
RIC Code - NVTA
Toronto Stock Exchange ('TSX')
Stock symbol - NTA
CUSIP - G6682U108
ISIN - JE00B1RPM978
PLUS Quoted Market ('PLUS')
Symbol - NV
Registered address Third Floor, Mielles House
La Rue des Mielles
St Helier
Jersey, JE2 3QD
Channel Islands
Telephone: +44 (0)1534 869 403
Fax: +44 (0)1534 866 859
Email: [email protected]
Website: noventa.net
Directors Mr E F Kohn TD (Executive Chairman)
Mr P Lawless (Chief Executive Officer until 5 May 2011) (resigned 5 May 2011)
Mr J N Allan (Chief Executive Officer from 5 May 2011) (formerly Non-Executive Director)
Mr F Fernandez-Torres (Appointed Chief Executive from 1 August 2011 and Chief Executive Officer elect from Q4-2011)
Mr T J Griffiths (Non-Executive Director) (resigned 28 June 2011)
Dr E J Martin (Non-Executive Director)
Mr G Coltman (Non-Executive Director)
Mr L Heymann (Non-Executive Director) (deceased 26 May 2011)
Mr K Chung (Non-Executive Director) (resigned 11 April 2011)
Mr I Benning (Non-Executive Director) (appointed 13 April 2011)
Prof L Berglund (Non-Executive Director) (appointed 13 April 2011)
Management Noventa Limited:
Mr E F Kohn TD (Chairman)
Mr J N Allan (Chief Executive Officer)
Mr D L Cassiano-Silva (Chief Financial Officer)
Highland African Mining Company Limitada:
Mr D M Whitehouse (Chief Projects Officer)
Mr D D Darsamo (Director & Marropino Mine General Manager)
Mr N Norris (Director & Metallurgical Manager)
Mr L N Juliasse (Human Resources Manager)
Company secretary FML Corporate Services Limited
(formerly Grange Corporate Services Limited)
Third Floor, Mielles House
La Rue des Mielles
St Helier
Jersey, JE2 3QD
Channel Islands
Email: [email protected]
Auditors Deloitte LLP
London Gatwick Office
Global House
High Street, Crawley
West Sussex, RH10 1DL
England
Legal advisors In the United Kingdom:
Skadden, Arps, Slate, Meagher & From (UK) LLP
40 Bank Street
Canary Wharf,
London, E14 5DS
England
In Jersey:
Carey Olsen
47 Esplanade
St. Helier
Jersey, JE1 0BD
Channel Islands
In Mozambique:
Sal & Caldeira
Avenida Julius Nyerere, 3412
Maputo, 2830
Mozambique
In South Africa:
Webber Wentzel
10 Fricker Road
Illovo Boulevard
Johannesburg, 2107
South Africa
In Canada:
Blake, Cassels & Graydon LLPCanadian Barristers & Solicitors23 College Hill5th FloorLondon EC4R 2RP
England
Nominated advisor Religâre Capital Markets (UK) Limited
100 Cannon Street
London, EC4N 6EU
England
Corporate broker Religâre Capital Markets plc
100 Cannon Street
London, EC4N 6EU
England
AIM AIM market of the London Stock Exchange
TSX Toronto Stock Exchange
PLUS PLUS Stock Exchange
Ta2O5 Tantalum pentoxide
CIM Canadian Institute of Mining, Metallurgy and Petroleum's
IFRS International Financial Reporting Standards
IRR internal rate of return
kg kilogramme
klb thousand pounds
km kilometre
lb pound
lbs pounds
m metre
mlbs million pounds
Mt million tonnes
NPV net present value
p or GBp Pence, 100th of one Pound Sterling, legal currency of the United Kingdom
pa per annum
ppm parts per million of Ta2O5
$ or US$ US Dollar, legal currency of the United States of America
£ or GBP Pound Sterling, legal currency of the United Kingdom
Mining concession land where the Group has a granted right to extract economic minerals including, but not limited to Ta2O5
Mining licence land where the Group has a granted right to explore for economic minerals including, but not limited to Ta2O5
Quarter 1 The three month period ended 31 March of the Company's financial year ended 31 December
Quarter 2 The three month period ended 30 June of the Company's financial year ended 31 December
Quarter 3 The three month period ended 30 September of the Company's financial year ended 31 December
Quarter 4 The three month period ended 31 December of the Company's financial year ended 31 December
Half 1 The six month period ended 30 June of the Company's financial year ended 31 December
Half 2 The six month period ended 31 December of the Company's financial year ended 31 December
Contained Ta2O5 The amount Ta2O5 which is contained in a concentrate
Mineral Resource - A 'Mineral Resource' is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth´s crust in such a form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.
Inferred Mineral Resource - An 'Inferred Mineral Resource' is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.
Indicated Mineral Resource - An 'Indicated Mineral Resource' is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
Measured Mineral Resource - A `Measured Mineral Resource` is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are so well established that they can be estimated with confidence sufficient to allow appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
Note - Definitions of mineral resource, inferred mineral resource, indicated mineral resource and measured mineral resource are based on the Canadian Institute of Mining, Metallurgy and Petroleum's code for the reporting of Mineral Resources and Mineral Reserves.
Related Shares:
PAR.L