27th Nov 2015 11:52
27 November 2015
NAMIBIAN RESOURCES PLC
RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2015
Namibian Resources Plc (the "Company") announces its unaudited interim results for the six months ended 31 August 2015.
A copy of the interim financial statements of the Company will be available on the Company's website http://www.namibianresources.com/, along with a copy of this announcement.
CHAIRMAN'S STATEMENT
It is with great regret that I have to report the death of the Company's former Chairman, Lord Sheppard of Didgemere, during the period under review. The Directors miss his help and advice.
Operations
Production at the Group's Sonnberg diamond mine is not expected to re-commence. The carrying value of the mobile and fixed plant was impaired down to its estimated realisable value in previous periods. This has been adjusted in Sterling terms for the depreciation of the Namibian Dollar, although ownership of the plant has been transferred from Sonnberg to the Company. Since the end of the period, a contract has been signed for the sale of certain mobile plant with receipts over a period, at a price materially equal to its carrying value.
Reference has been made previously to the liability of our subsidiary company, Sonnberg Diamonds Namibia (Pty) Limited for rehabilitation of the area formerly mined. Although the quantum has not been agreed, the Company intends to commence rehabilitation work as soon as a substantial VAT refund is received from the Namibian authorities. The estimated cost has been provided in the accounts.
Financial
During the period the Group reports a loss for the period of £52,314 (2014 interim loss: £86,942).
During the period under review, the Company capitalised £645,600 of interest free loans advanced by directors and former directors and their associates by the issue of 13,465,263 new ordinary shares of 1p each at 4.75p per share. Following this, the Company is free of material amounts of debt. Pending realisations from plant disposals I am continuing to provide financial support by way of unsecured, interest free loans, as set out in Note 12. The independent directors, David Johnson and Michael Solomon consider, having consulted with Grant Thornton UK LLP, the Company's nominated adviser, that the terms of these loans are fair and reasonable insofar as the Company's shareholders are concerned.
Future prospects
The Company remains involved in evaluating and negotiating potential acquisitions as discussed in the last Annual Report and I hope to be in a position to give further details in the near future.
As the current share price is materially below par, a reduction in the par value will be required to facilitate any transaction involving the issue of new shares, and the requisite resolutions will be put to shareholders in due course.
Brian Moritz
(Chairman)
27 November 2015
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 31 AUGUST 2015
|
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|
|
|
|
|
| 31-Aug-15 (unaudited) £ |
| 31-Aug-14 (unaudited) £ |
| 28-Feb-15 (audited) £ |
Continuing operations |
|
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|
|
|
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|
|
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| ||
|
|
|
|
|
|
|
|
|
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|
|
Revenue |
|
|
|
|
|
|
| - |
| - |
| - |
Cost of sales |
|
|
|
|
|
|
| - |
| - |
| - |
Gross profit |
|
|
|
|
|
|
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
| ||
Administrative and exploration expenses |
|
|
| (52,254) |
| (86,633) |
| (120,022) | ||||
Loss from operating activities |
|
|
|
|
| (52,254) |
| (86,633) |
| (120,022) | ||
|
|
|
|
|
|
|
|
|
|
| ||
Finance income |
|
|
|
|
| - |
| - |
| - | ||
Finance costs |
|
|
|
|
|
|
| (60) |
| (309) |
| (394) |
Net finance income/(costs) |
|
|
| (60) |
| (309) |
| (394) | ||||
|
|
|
|
|
|
|
|
| ||||
Loss before taxation |
|
|
|
|
| (52,314) |
| (86,942) |
| (120,416) | ||
|
|
|
|
|
|
|
|
|
|
| ||
Taxation |
|
|
|
|
| - |
| - |
| - | ||
Loss for the period |
|
|
|
|
| (52,314) |
| (86,942) |
| (120,416) | ||
|
|
|
|
|
|
|
|
|
|
| ||
Other comprehensive income |
|
|
|
|
|
|
|
|
|
| ||
Exchange translation on foreign operations |
| 6,385 |
| 14,506 |
| 7,233 | ||||||
Other comprehensive income for the period, net of tax |
| 6,385 |
| 14,506 |
| 7,233 | ||||||
Total comprehensive expense for the period |
|
|
|
(45,929) |
|
(72,436) |
|
(113,183) | ||||
|
|
|
|
|
|
|
|
|
|
| ||
Loss per share - continuing operations |
|
|
|
|
|
| ||||||
Basic and diluted loss per share (pence) |
|
|
| (0.06) |
| (0.12) |
| (0.17) |
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2015
|
|
|
|
|
|
Notes |
| 31-Aug-15 (unaudited) £ |
| 31-Aug-14 (unaudited) £ |
| 28-Feb-15 (audited) £ |
Assets |
|
|
|
|
|
|
|
|
|
| ||
Non-current assets |
|
|
|
|
|
|
|
|
|
| ||
Intangible assets |
|
|
| 7 |
| - |
| - |
| - | ||
Property, plant and equipment |
|
|
| 8 |
| 232,099 |
| 264,389 |
| 257,888 | ||
|
|
|
|
|
| 232,099 |
| 264,389 |
| 257,888 | ||
|
|
|
|
|
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
|
|
|
|
| ||
Trade and other receivables |
|
|
| 9 |
| 42,051 |
| 49,951 |
| 51,896 | ||
Cash and cash equivalents |
|
|
|
|
| 13,450 |
| 22,487 |
| 9,395 | ||
|
|
|
|
|
| 55,501 |
| 72,438 |
| 61,291 | ||
|
|
|
|
|
|
|
|
|
|
| ||
Total assets |
|
|
|
|
| 287,600 |
| 336,827 |
| 319,179 | ||
|
|
|
|
|
|
|
|
|
|
| ||
Equity |
|
|
|
|
|
|
|
|
|
| ||
Equity attributable to owners of the Company |
|
|
|
|
|
|
| |||||
Share capital |
|
|
| 10 |
| 4,463,008 |
| 4,328,355 |
| 4,328,355 | ||
Share premium |
|
|
| 10 |
| 1,555,144 |
| 1,050,197 |
| 1,050,197 | ||
Currency translation reserve |
|
|
|
|
| 165,141 |
| 163,278 |
| 158,756 | ||
Retained deficit |
|
|
|
|
| (6,060,629) |
| (5,972,090) |
| (6,008,315) | ||
Total equity |
|
|
|
|
| 122,664 |
| (430,260) |
| (471,007) | ||
|
|
|
|
|
|
|
|
|
|
| ||
Liabilities |
|
|
|
|
|
|
|
|
|
| ||
Current liabilities |
|
|
|
|
|
|
|
|
|
| ||
Trade and other payables |
|
|
| 11 |
| 106,255 |
| 697,087 |
| 720,186 | ||
Provisions |
|
|
|
|
| 58,681 |
| 70,000 |
| 70,000 | ||
|
|
|
|
|
| 164,936 |
| 767,087 |
| 790,186 | ||
|
|
|
|
|
|
|
|
|
|
| ||
Total liabilities |
|
|
|
|
| 164,936 |
| 767,087 |
| 790,186 | ||
|
|
|
|
|
|
|
|
|
|
| ||
Total equity and liabilities |
|
|
| 287,600 |
| 336,827 |
| 319,179 |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|
|
|
|
| ||||||
|
|
Share capital £ |
Share premium £ |
Currency translation reserve £ |
Accumulated losses £ |
|
Total equity £ | ||||
Balance at 1 March 2014 (audited) |
| 4,211,235 |
| 1,027,317 |
| 158,491 |
| (5,894,867) |
| (497,824) | |
|
|
|
|
|
|
|
|
|
|
| |
Total comprehensive expense for the period |
|
|
|
|
|
|
|
|
|
| |
Loss for the period |
| - |
| - |
| - |
| (86,942) |
| (86,942) | |
Total other comprehensive income |
| - |
| - |
| 4,787 |
| 9,719 |
| 14,506 | |
Total comprehensive expense for the period |
| - |
| - |
| 4,787 |
| (77,223) |
| (72,436) | |
|
|
|
|
|
|
|
|
|
|
| |
Transactions with owners of the company recognised directly in equity |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| |
Contributions by and distributions to owners of the company |
|
|
|
|
|
|
|
|
|
| |
Issue of shares |
| 117,120 |
| 29,280 |
| - |
| - |
| 146,400 | |
Issue costs |
| - |
| (6,400) |
| - |
| - |
| (6,400) | |
Total contributions by and distributions to Owners of the company |
| 117,120 |
| 22,880 |
| - |
| - |
| 140,000 | |
|
|
|
|
|
|
|
|
|
|
| |
Balance at 31 August 2014 (unaudited) |
| 4,328,355 |
| 1,050,197 |
| 163,278 |
| (5,972,090) |
| (430,260) | |
|
|
|
|
|
| ||||||
|
|
|
Share capital £ |
Share premium £ |
Currency translation reserve £ |
Accumulated losses £ |
|
Total equity £ | |||
Balance at 1 September 2014 (unaudited) |
|
| 4,328,355 |
| 1,050,197 |
| 163,278 |
| (5,972,090) |
| (430,260) |
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
| - |
| - |
| - |
| (33,474) |
| (33,474) |
Total other comprehensive (expense) |
|
| - |
| - |
| (4,522) |
| (2,751) |
| (7,273) |
Total comprehensive (expense) for the period |
|
| - |
| - |
| (4,522) |
| (36,225) |
| (40,747) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 28 February 2015 (audited) |
|
| 4,328,355 |
| 1,050,197 |
| 158,756 |
| (6,008,315) |
| (471,007) |
|
|
|
|
|
| ||||||
|
|
|
Share capital £ |
Share premium £ |
Currency translation reserve £ |
Accumulated losses £ |
|
Total equity £ | |||
Balance at 1 March 2015 (audited) |
|
| 4,328,355 |
| 1,050,197 |
| 158,756 |
| (6,008,315) |
| (471,007) |
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
| - |
| - |
| - |
| (52,314) |
| (52,314) |
Total other comprehensive income |
|
| - |
| - |
| 6,385 |
| - |
| 6,385 |
Total comprehensive income/expense for the period |
|
| - |
| - |
| 6,385 |
| (52,314) |
| (45,929) |
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the company recognised directly in equity |
|
|
|
|
|
|
|
|
|
|
|
Contributions by and distributions to owners of the company |
|
|
|
|
|
|
|
|
|
|
|
Issue of ordinary shares |
|
| 134,653 |
| 504,947 |
| - |
| - |
| 639,600 |
Issue costs |
|
| - |
| - |
| - |
| - |
| - |
Total contributions by and distributions to owners of the company |
|
| 134,653 |
| 504,947 |
| - |
| - |
| 639,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 August 2015 (unaudited) |
|
| 4,463,008 |
| 1,555,144 |
| 165,141 |
| (6,060,629) |
| 122,664 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 31 AUGUST 2015
|
|
|
|
|
|
|
| 31-Aug-15 (unaudited) £ |
| 31-Aug-14 (unaudited) £ |
| 28-Feb-15 (audited) £ |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
| ||
Loss for the period |
|
|
|
|
| (45,929) |
| (72,436) |
| (120,416) | ||
Adjustments for: |
|
|
|
|
|
|
|
|
|
| ||
Depreciation |
|
|
|
|
| - |
| - |
| - | ||
Amortisation of intangible assets |
| - |
| - |
| - | ||||||
Foreign exchange differences |
|
|
|
|
| (6,386) |
| (4,787) |
| - | ||
Impairment of non-current assets |
|
|
|
|
| 25,789 |
| - |
| - | ||
Net finance (income)/costs |
|
|
|
|
| 60 |
| 309 |
| 394 | ||
|
|
|
|
|
| (26,466) |
| (76,914) |
| (120,022) | ||
Changes in: - inventories |
|
|
|
|
|
- |
|
- |
|
- | ||
- trade and other receivables |
|
|
|
|
| 4,216 |
| (185) |
| (2,848) | ||
- trade and other payables |
|
|
|
|
| 1,502 |
| (47,831) |
| (30,369) | ||
- provisions |
|
|
|
|
| - |
| - |
| - | ||
- foreign exchange movement on working capital |
|
|
| - |
| - |
| 9,337 | ||||
Cash used in operating activities |
|
|
|
|
| (20,748) |
| (124,930) |
| (143,902) | ||
|
|
|
|
|
|
|
|
|
|
| ||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
| ||
Interest paid |
|
|
| (60) |
| (309) |
| (394) | ||||
Net cash used in investing activities |
|
|
|
|
| (60) |
| (309) |
| (394) | ||
|
|
|
|
|
|
|
|
|
|
| ||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
| ||
Proceeds from issue of share capital |
|
|
|
|
| - |
| 140,000 |
| 140,000 | ||
Loans |
|
|
|
|
| 25,000 |
| - |
| 6,000 | ||
Net cash flows from financing activities |
|
|
|
|
| 25,000 |
| 140,000 |
| 146,000 | ||
|
|
|
|
|
|
|
|
|
|
| ||
Net increase in cash and cash equivalents |
|
|
| 4,192 |
| 14,761 |
| 1,704 | ||||
Cash and cash equivalents at beginning of period |
|
|
| 9,395 |
| 7,689 |
| 7,689 | ||||
Effect of foreign exchange rate changes |
|
|
|
|
| (137) |
| 37 |
| 2 | ||
Cash and cash equivalents at end of period |
|
|
| 13,450 |
| 22,487 |
| 9,395 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 31 AUGUST 2015
1. Reporting entity
Namibian Resources plc (the "Company") is a company domiciled in England and Wales. The condensed consolidated interim financial statements of the Company as at and for the six months ended 31 August 2015 comprise the Company and its subsidiary (together referred to as the "Group"). The Group is primarily involved in the exploration and exploitation of diamonds in Namibia.
2. Basis of preparation
(a) Statement of compliance
This condensed consolidated interim financial report has been prepared in accordance with IAS 34 Interim Financial Reporting. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial performance and position of the Group since the last annual consolidated financial statements as at and for the year ended 28 February 2015. This condensed consolidated interim financial report does not include all the information required for full annual financial statements prepared in accordance with International Financial Reporting Standards.
This condensed consolidated interim financial report was approved by the Board of Directors on 27 November 2015.
(b) Judgements and estimates
Preparing the interim financial report requires Management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing this condensed consolidated interim financial report, significant judgements made by Management in applying the Group's accounting policies and key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 28 February 2015.
3. Significant accounting policies
The accounting policies applied by the Group in this condensed consolidated interim financial report are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 28 February 2015.
4. Financial instruments
Financial risk management
The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 28 February 2015.
5. Segment information
The Group considers that it operates in a single geographical and business segment.
6. Seasonality of operations
The Group is not considered to be subject to seasonal fluctuations.
7. Intangible assets
|
|
|
|
|
|
|
| 6 months 31 Aug 15 (unaudited) £ |
| 6 months 31 Aug 14 (unaudited) £
|
| 12 months 28 Feb 15 (audited) £ |
Cost |
|
|
|
|
|
| ||||||
Balance at beginning of period |
| 1,153,852 |
| 1,153,852 |
| 1,553,852 | ||||||
Additions Effect of movement in exchange rates |
| - - |
| - 18,291 |
| - - | ||||||
Balance at end of period |
| 1,153,852 |
| 1,172,143 |
| 1,153,852 | ||||||
|
|
|
|
|
|
| ||||||
Amortisation |
|
|
|
|
|
| ||||||
Balance at beginning of period |
| 660,445 |
| 660,445 |
| 660,445 | ||||||
Charge for the period |
| - |
| - |
| - | ||||||
Effect of movement in exchange rates |
| - |
| (45,131) |
| - | ||||||
Balance at end of period |
| 660,445 |
| 615,314 |
| 660,445 | ||||||
Impairment losses |
|
|
|
|
|
| ||||||
Balance at beginning of period Impairment Effect of movement in exchange rates |
| 493,407 - - |
| 493,407 - 63,422 |
| 493,407 - - | ||||||
Balance at end of period |
| 493,407 |
| 556,829 |
| 493,407 |
Carrying amounts |
|
|
|
|
|
| |
Balance at end of period |
| - |
| - |
| - | |
Balance at beginning of period |
| - |
| - |
| - | |
|
|
|
|
|
|
| |
Intangible assets comprise the fair value of mineral exploration rights acquired and the cost of explorations studies.
8. Property, plant and equipment
Acquisitions and disposals
During the six months ended 31 August 2015 the Group acquired no assets (six months ended 31 August 2014: £nil, twelve months ended 28 February 2015: £nil).
No asset disposals occurred during the interim period (six months ended 31 August 2014: £nil, twelve months ended 28 February 2015: £nil).
9. Trade and other receivables
|
|
|
|
|
|
|
| 31-Aug-15 (unaudited) |
| 31-Aug-14 (unaudited) |
| 28-Feb-15 (audited) |
Other receivables |
| 42,051 |
| 49,951 |
| 51,896 | ||||||
|
| 42,051 |
| 49,951 |
| 51,896 |
Trade receivables and other receivables are stated at their nominal values less allowances for non-recoverability.
10. Share capital and reserves
Issues of ordinary shares
On 13 March 2015, the Company capitalised £639,600 of interest free loans advanced by directors and former directors and their associates by the issue of 13,465,263 ordinary shares of 1p each at 4.75p per share.
Dividends
No dividends were declared or paid in the six months ended 31 August 2015 (period ended 31 August 2014: £nil, year ended 28 February 2015 £nil).
11. Trade and other payables
|
|
|
|
|
|
|
| 31-Aug-15 (unaudited) |
| 31-Aug-14 (unaudited) |
| 28-Feb-15 (audited) |
Trade payables and accruals |
| 75,255 |
| 57,487 |
| 74,586 | ||||||
Loans from current and former Directors |
| 31,000 |
| 639,600 |
| 645,600 | ||||||
|
| 106,255 |
| 697,087 |
| 720,186 |
There is no material difference between the fair value of trade and other payables and their book value.
12. Related parties
During the six months ended 31 August 2015 the Company received a loan from B M Moritz of £25,000 (six months ended 31 August 2014: £nil, twelve months ended 28 February 2015: £6,000). The balance owed to B M Moritz at the period end was £31,000 (31 August 2014: £208,200, twelve months ended 28 February 2015: £214,200). The loan is unsecured and interest free and with no repayment terms. Mr Moritz is a director of the Company and a substantial shareholder.
Out of the total of 13,465,263 ordinary shares issued at 4.75p per share on 13 March 2015, 4,383,158 ordinary shares were issued to B M Moritz, a director of the Company, in settlement of loans of £208,200, 8,976,842 ordinary shares were issued to a former director, Lord Sheppard of Didgemere, in settlement of loans of £426,400, and 105,263 ordinary shares were issued to a former director, A C A Carlton, in settlement of loans of £5,000.
Enquiries:
Brian Moritz, Director, Namibian Resources Plc
| Tel: 07976 994300 |
Colin Aaronson/Jen Clarke/Daniel Bush Grant Thornton UK LLP, Nominated Adviser | Tel: 0207 383 5100 |
Related Shares:
NBR.L