Become a Member
  • Track your favourite stocks
  • Create & monitor portfolios
  • Daily portfolio value
Sign Up
Quickpicks
Add shares to your
quickpicks to
display them here!

Half Yearly Report

22nd Dec 2015 07:00

RNS Number : 8032J
West African Minerals Corporation
22 December 2015
 

For immediate release

22 December 2015

 

West African Minerals Corporation

("WAFM", the "Group" or the "Company")

 

Interim Report and Financial Statements for the Period Ended 30 September 2015

 

The Directors of West African Minerals Corporation (AIM: WAFM) are pleased to announce its unaudited consolidated interim financial statements for the period ended 30 September 2015.

 

Financial Highlights

· Total Assets declined by 1.3% to £22.7 million (31 March 2015: £23.0 million) largely due to operational expenses incurred, no impairment losses were recognised during the period.

· Cash on hand equates to £3.9 million (31 March 2015: £4.4 million).

· Operational expenses continue to be rigorously controlled at all levels.

· During the financial period under review, the Group reported a total comprehensive loss of £0.4 million (30 September 2014: £0.7 million).

· Basic and diluted loss per share decreased to 0.11 pence per share (30 September 2014: 0.19 pence).  

 

Operational Highlights

 

Mineral Resource Estimate (MRE) and Metallurgy at Sanaga:

· WAFM is currently completing internal scoping studies on the development of a local, collaborative steel production to secure future off-take from Sanaga and enable a Cameroon iron ore industry.

· The Ministry of Mines in Cameroon is finalizing a lease-area reduction of WAFM's surface holdings from 4,117 km2 to 331 km2 allowing the company to retain its resources and discovered iron ore deposits while significantly reducing its required exploration commitments. The company will now hold four leases instead of five previously and only the Sanaga relinquished block is awaited in January 2016 to finalize the process.

· The company continues to evaluate suitable target businesses in the mineral resource sector for acquisition or investment.

 

Cash Preservation

· Due to the persisting weak market for iron ore and following the completion of the Sanaga Mineral Resource Estimate (MRE), WAFM has successfully reduced operational and corporate expenditure, preserving its cash position in 2015.

 

· The strategy to reduce expenditure to a "bare minimum" included significant reduction in the operational team and exploration field activities, the divestiture of the company's Sierra Leone assets, the successful reduction in the lease area size under exploration permit in Cameroon (to include only areas of "known mineralisation") and a rationalisation of Corporate overheads. This strategy will remain in place through 2016, until such time as the company makes a new investment or implements its regional steel production strategy, or sees a significant improvement in market conditions.

 

For further information contact:

 

West African Minerals Corporation

Anton Mauve

+44 (0) 1624 639396

Beaumont Cornish Limited (Nominated Advisor)

Roland Cornish

+44 (0) 20 7628 3396

Michael Cornish

SP Angel Corporate Finance LLP (Broker)

Ewan Leggat

+44 (0) 20 3470 0500

Katy Birkin

 

 

Chairman's statement

 

Dear Shareholders,

 

Outlook

 

The mining sector and, in particular, the iron ore sector has been under significant cyclical price pressure due to the decline in demand expectations from the key Chinese market coupled with surging new supply from Australia (Roy Hill, Rio Tinto) and Brazil (Vale). Prices of several key commodities are at five and six year lows. Most notably, iron ore has continued to trade between US$ 71.1 in January 2015 to US$ 38.50 in December 2015 per dry metric ton 62% Fe, down over 70% from its 2013 peak of over US$ 140 per ton. This dramatic reduction in price has led to continued substantial financial stress in the junior iron ore production space with the closure and bankruptcy of a number of new market entrants that were over geared and or had inflexible high cost structures. Equity values in all segments of the mining market place from senior producer to junior explorers have been severely impacted by the rapid decline in commodity prices.

 

West African Minerals remains fortunate among its peers in that it has no debt, a healthy cash balance and a low maintenance cash burn rate of less than US$ 1 million per year. Our strategy today remains to prudently advance our most mature and promising iron asset toward production by securing appropriate infrastructure and seeking out compelling new business opportunities in the mineral resource space outside of iron ore where there may be significant unrecognized value. West African Minerals is well positioned to utilize its substantial technical expertise to identify and unlock potential value. Our long term view is that all mineral commodities are fundamentally cyclical and that those companies that can take advantage of periods of extremely low asset valuations to build their portfolio will be well place to benefit from the eventual market recovery.

 

We thus continue to focus significant effort on how best to utilize our existing assets, notably utilizing the Sanaga deposit as a low cost feed source for a regional steel development opportunity and to the review and evaluate new business opportunities for advanced exploration or producing assets in mineral commodities other than iron ore. We will continue to preserve cash and only spend funds on compelling value generation opportunities.

 

2015 Operations in Review

 

Development of the Sanaga Mineral Resource Estimate

 

In the last message to shareholders we reported on the declared Maiden Inferred Mineral Resource Estimate (MRE) at Sanaga - 82.9 Mt @ 32.1% Fe at a 25% cut-off grade, including a higher grade oxidised cap of near-surface enriched mineralisation of 15.8 Mt @ 37.3% Fe at a 25% cut-off grade. Preliminary metallurgical test work has confirmed that we can produce a premium grade and quality concentrate (69% Fe at average mass recoveries of 40%) from this ore and this would be suitable as a local supply for a Cameroon-based steel industry.

 

The company is currently completing an internal scoping study on the viability of a regional steel industry that would provide a local off-take for future Sanaga production and collaborative participation of local gas producers and infrastructure and power suppliers.

 

Cash Preservation

 

Given the persisting weak iron ore market, WAFM continues to operate with a skeleton staff, cash preservation budget and has significantly reduced expenditure relating on its lease holding and service providers. The divestiture of the company's Sierra Leone Exploration Leases (as announced on 21 August 2015) and the significant reduction of the exploration lease areas in Cameroon (preserving the defined resource and deposit areas) have reduced exploration and compliance commitments.

 

Reduction of Exploration Lease Area in Cameroon

 

The Ministry of Mines in Cameroon is finalizing the approval of a lease-area reduction of WAFM's surface holdings from 4,117 km2 to 331 km2 (with permits being reduced from 5 to 4 as Binga and Minko were merged).

 

New Business

 

The company has reviewed and assessed a number of projects as suitable targets for acquisition or investment by WAFM. While none of these projects has yet met the company's value generation criteria when subjected to due diligence, a number of projects are being actively reviewed by the new business team.

 

Results to September 2015

 

During the financial period under review, the Group reported a reduced total comprehensive loss of £0.4 million (2014: £0.7 million). This reduction in loss was expected following stringent cost cutting as a result of implementation of a new stream-lined budget for the Company to reduce expenditures at operational and corporate level as well as a result of relinquishment of Sierra Leone licenses.

 

The Company completed its withdrawal from Sierra Leone, which has been effected by the sale on 19 August 2015 of its entire interest in the share capital of its wholly-owned subsidiary, Ferrous Africa Limited ("FAL"). FAL's subsidiaries ("FAL Group") held the Company's five licence interests in Sierra Leone. As a consequence of the disposal, the buyer (Sierra Resources Limited) will be responsible for any liabilities of the FAL Group from completion, including any costs for rehabilitation and wind-up, which had otherwise been estimated to cost the Company US$50,000 in 2015. Following completion, the Company has no further interests in Sierra Leone and no further financial liabilities in respect of the Sierra Leone licences. In addition, the buyer has paid a nominal consideration of US$1. No surplus or deficit was recognised from the sale since the net assets of FAL and its underlying subsidiaries have already been fully impaired during the year ended 31 March 2015.

 

The Company also assessed the carrying value of deferred mine costs relating to areas for which licenses were still held for impairment as at 30 September 2015 and considered that the recoverable amount of these assets exceeded the carrying amount and as such, no further impairment was recognised. There have been no indications of impairment since the last review and exploration activities to date have continued to be positive.

 

The Company's Shareholders' Equity reduced by 1.6% primarily as a result of the operational costs incurred during the period.

 

Total costs capitalised to Deferred Mine Exploration costs stood at £11.6 million (31 March 2015: £11.5 million).

 

Cash stood at £3.9 million at the end of the period (31 March 2015: £4.4 million).

 

Total number of shares in issue as at the period end was 381.2 million, there were no new shares issued during the period.

 

Summary

 

Until market fundamentals resolve and demand from China strengthens, WAFM will continue to "weather the storm" and position itself for the eventual and, in the view of the Board, inevitable recovery. The cash preservation program has been in place for the last twelve months while the company continues to derisk its South Sanaga project for logistical requirements with a view to advancing towards feasibility when prudent. We believe there is no better time to strengthen the Company's portfolio than the present and continue to actively evaluate suitable opportunities that provide exceptional synergies and growth prospects.

 

The Company's management maintains its positive outlook for the future demand for iron ore and is committed to creating sustainable value for shareholders through cash flow generating assets with anticipated low operational and capital costs.

 

Bradford A Mills

Executive Chairman

21 December 2015

 

Directors' report

 

The Directors present their interim report and the unaudited consolidated interim financial statements for West African Minerals Corporation ("WAFM" or the "Company") for the six month period ended 30 September 2015.

 

Principal activity

 

The Company seeks investment opportunities across all types of natural resources projects. This investing policy permits the review and consideration of potential investments in not just metals and metals projects, but also investment in all types of natural resources projects, including but not limited to all metals, minerals and hydrocarbon projects, or physical resource assets on a worldwide basis.

 

Results and transfers to reserves

 

The results and transfers to reserves for the year are set out on pages 6 to 9.

 

The Group made a total comprehensive loss for the year after taxation of £406,534 (2014: £729,689).

 

Dividend

 

The Directors do not propose the payment of a dividend for the year (2014: £nil).

 

Directors

 

The Directors who served during the period and to date are:

 

Appointed

Resigned

Bradford Mills

Anton Mauve

1 June 2015

Andrew Gutmann *

Willy Simon *

1 June 2015

1 June 2015

James Mellon *

Denham Eke

19 May 2014

Gerard Holden *

* non-executive

Auditors

 

Our auditors, KPMG LLC, being eligible, have expressed their willingness to continue in office.

 

 

On behalf of the Board

 

 

 

 

Bradford Mills

Director Craigmuir Chambers

Road Town

Tortola

British Virgin Islands

 

Unaudited consolidated statement of comprehensive income

for the six month period ended 30 September 2015

 

Notes

Period ended

30 September 2015

(unaudited)

Period ended

30 September 2014

(unaudited)

Year ended

31 March 2015

(audited)

£

£

£

Income

-

-

-

Expenses

Directors' fees

17

(11,719)

(159,557)

(241,853)

Salaries and wages

(11,284)

(60,814)

(78,497)

Consultants' fees

(57,373)

(25,587)

(65,738)

Other professional fees

(217,773)

(180,957)

(396,573)

Administration expenses

(80,202)

(160,780)

(267,885)

Share option and warrants

15

(39,132)

(77,962)

(180,277)

Other costs

(18,045)

(11,235)

(84,626)

Foreign exchange profit

3,212

-

161,869

Impairment of deferred mine exploration costs

6

-

-

(1,847,095)

Impairment of exploration permits

11

-

-

(2,371,151)

Impairment of goodwill

9

-

-

(214,569)

Gain on sale of property, plant and equipment

18,387

───────

───────

───────

Loss before finance income

4

(413,929)

(676,892)

(5,586,395)

Finance income

5,254

6,596

11,678

───────

───────

───────

Loss before income tax

(408,675)

(670,296)

(5,574,717)

Taxation

5

-

-

-

───────

───────

───────

Loss after income tax

(408,675)

(670,296)

(5,574,717)

Other comprehensive gain/(loss) - foreign currency translation reserve

2,141

(59,393)

(167,306)

───────

───────

───────

Total comprehensive loss for the period/year

(406,534)

(729,689)

(5,742,023)

═══════

═══════

═══════

Basic and diluted loss per share

 

19

(0.0011)

(0.0018)

(0.0148)

═══════

═══════

═══════

 

The Directors consider that all results derive from continuing activities.

 

Unaudited consolidated statement of financial position

as at 30 September 2015

 

Notes

At

30 September 2015

(unaudited)

At

31 March 2015

(audited)

£

£

Assets

Property, plant and equipment

7

151,389

223,127

Deferred mine exploration costs

6

11,648,628

11,468,946

Exploration permits

11

6,284,715

6,284,715

Goodwill

9

429,137

429,137

───────

───────

Total non-current assets

18,513,869

18,405,925

───────

───────

Current assets

Cash and cash equivalents

3,941,718

4,365,927

Trade and other receivables

13

213,572

220,556

───────

───────

Total current assets

4,155,290

4,586,483

───────

───────

Total assets

22,669,159

22,992,408

═══════

═══════

Equity

Share premium

8

66,192,355

66,192,355

Share options reserves

15

154,424

172,639

Share warrants reserves

15

1,114,454

1,114,454

Foreign currency translation reserve

(70,718)

(72,859)

Retained deficit

(44,867,528)

(44,516,200)

───────

───────

Shareholders' equity

22,522,987

22,890,389

───────

───────

Current Liabilities

Trade and other payables

14

146,172

102,019

───────

───────

Total liabilities

146,172

102,019

───────

───────

Total equity and liabilities

22,669,159

22,992,408

═══════

═══════

 

These financial statements were approved by the board of Directors on 21 December 2015 and were signed on their behalf by:

 

 

 

 

Bradford Mills Gerard Holden

Director Director

 

Unaudited consolidated statement of changes in equity

for the six month period ended 30 September 2015

 

 

Notes

Share

premium

Share options reserve

Share warrants reserve

Foreign currency translation reserves

Retained

deficit

Total shareholders' equity

£

£

£

£

£

£

Balance at 1 April 2015 (audited)

66,192,355

172,639

1,114,454

(72,859)

(44,516,200)

22,890,389

Total comprehensive loss for the period

Loss for the period

-

-

-

-

(408,675)

(408,675)

Other comprehensive income for the period

-

-

-

2,141

-

2,141

Transactions with owners, recorded directly in equity

Contributions by and distributions to owners

Options and warrants expired/cancelled

15

-

(57,347)

-

-

57,347

-

Options and warrants reserve charge

15

-

39,132

-

-

-

39,132

───────

──────

──────

──────

───────

──────

Balance at 30 September 2015 (unaudited)

66,192,355

154,424

1,114,454

(70,718)

(44,867,528)

22,522,987

═══════

══════

══════

══════

═══════

══════

Balance at 1 April 2014 (audited)

65,953,822

712,783

1,106,816

94,447

(39,654,266)

28,213,602

Total comprehensive loss for the period

Loss for the period

-

-

-

-

(670,296)

(670,296)

Other comprehensive loss for the period

-

-

-

(59,393)

-

(59,393)

Transactions with owners, recorded directly in equity

Contributions by and distributions to owners

Options and warrants expired/cancelled

-

(712,783)

-

-

712,783

-

Options and warrants reserve charge

15

-

74,143

3,819

-

-

77,962

───────

──────

──────

──────

───────

──────

Balance at 30 September 2014 (unaudited)

65,953,822

74,143

1,110,635

35,054

(39,611,779)

27,561,875

═══════

══════

══════

══════

═══════

══════

 

Unaudited consolidated statement of cash flows

for the six month period ended 30 September 2015

 

Notes

Period ended

30 September 2015

(unaudited)

Period ended

30 September 2014

(unaudited)

Year ended

31 March 2015

(audited)

£

£

£

Cash flows from operating activities

Loss before income tax

(408,675)

(670,296)

(5,574,717)

Adjusted for non-cash and non-operating items:

Depreciation

7

-

-

-

Share options and warrants charge

39,132

77,962

180,277

(Gain)/loss on sale and write off of property, plant and equipment

(18,387)

-

66,506

Impairment of deferred mine exploration costs

6

-

-

1,847,095

Impairment of exploration permits

11

-

-

2,371,151

Impairment of goodwill

9

-

-

214,569

Finance income

(5,254)

(6,596)

(11,678)

───────

───────

───────

(393,184)

(598,930)

(906,797)

Change in trade and other receivables

6,984

(20,718)

(3,507)

Change in trade and other payables

44,153

48,323

(46,946)

───────

───────

───────

Net cash used in operating activities

(342,047)

(571,325)

(957,250)

Cash flows from investing activities

Purchase of property, plant and equipment

7

(300)

(3,810)

(3,273)

Proceeds from sale of property, plant and equipment

47,162

-

-

Amount paid for capitalised deferred mine exploration cost

6

(136,419)

(1,128,349)

(1,860,332)

───────

───────

───────

Net cash used in investing activities

(89,557)

(1,132,159)

(1,863,605)

Cash flows from financing activities

Interest received

5,254

6,596

11,678

Cash proceeds from issue of shares

8

-

-

-

Exercise of share options and warrants

8, 17

-

-

238,533

───────

───────

───────

Net cash generated from financing activities

5,254

6,596

250,211

Effect of foreign exchange movement on cash

2,141

(59,393)

(167,306)

Decrease in cash and cash equivalents

(424,209)

(1,756,281)

(2,737,950)

Cash and cash equivalents at beginning of period/year

4,365,927

7,103,877

7,103,877

───────

───────

───────

Cash and cash equivalents at end of period/year

3,941,718

5,347,596

4,365,927

═══════

═══════

═══════

 

Notes

forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2015

 

1 Reporting Entity

West African Minerals Corporation (formerly Emerging Metals Limited) (the "Company" or "WAFM") is a company domiciled in the British Virgin Islands. These consolidated financial statements comprise the Company and its subsidiaries (collectively the "Group"). The Company's strategic objective is to acquire holdings in natural resources companies and/or physical resource assets which the Directors believe are undervalued and where such a transaction has the potential to create value for Shareholders. The Directors intend to take an active role in the management of such investments and estimate that they will be held for periods of up to five years.

 

2 Basis of preparation

 

(a) Statement of compliance

The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and do not include all of the information required for full annual financial statements. The condensed consolidated interim financial statements were authorised for issue by the Board of Directors on 21 December 2015.

 

(b) Basis of measurement

 

Functional and Presentation Currency

The condensed consolidated interim financial statements of the Group are presented in Pounds Sterling (£) which is the Company's functional currency. All financial information presented in Pounds Sterling has been rounded to the nearest pound.

 

Estimates

The preparation of condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Significant estimates and assumptions include those related to recoverability of mineral properties and determination as to whether costs are expensed or deferred.

 

Going concern

The condensed consolidated interim financial statements have been prepared on a going concern basis, taking into consideration the level of cash and cash equivalents presently held by the Group, in addition to the assessment of the Directors that the current status and plans for the current projects in Cameroon remain viable. The Directors therefore have a reasonable expectation despite the economic uncertainty that the Company will have adequate resources and liquidity management for its continuing existence and projected activities for the foreseeable future, and for these reasons, continue to adopt the going concern basis in preparing the condensed consolidated interim financial statements for the period ended 30 September 2015.

 

3 Significant accounting policies

The condensed consolidated interim financial statements of the Company for the period ending 30 September 2015 comprise the Company and its subsidiaries (together referred to as the "Group").

 

The accounting policies adopted by the Group in the preparation of these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 March 2015. There were no new accounting policies adopted during the period.

 

The audited consolidated financial statements of the Group as at and for the year ended 31 March 2015 are available at the Group's website http://westafricanminerals.com/content/investor-centre/annual-interim-filings.

 

4 Loss before finance income

Loss before finance income is stated after charging:

Company and Group

Period ended

30 September 2015

(unaudited)

Period ended

30 September 2014

(unaudited)

Year ended

31 March 2015

(audited)

£

£

£

Auditors' Fees

17,778

8,500

20,778

Directors' Fees (note 17)

11,719

159,557

241,853

Depreciation (note 7)

-

-

-

══════

══════

══════

 

5 Taxation

The British Virgin Islands under the International Business Companies Act 2004 imposes no corporate taxes or capital gains taxes. However, the Group may be liable for taxes in the jurisdictions where it is operating.

 

The corporate tax rate in Cameroon is 35% (taking into account the 10% surcharge, the effective rate is 38.5%). The basic rate is reduced to 30% for the first three years a company is listed on the national stock exchange. Losses may be carried over for utilisation for up to four years. The operating subsidiary in Cameroon incurred losses from inception to current period therefore it is not subject to tax liability.

 

For mining companies in Sierra Leone, the tax rate is 37.5% subject to additional tax on profits agreed between the Minister of Mines and Mineral Resources and the company. However, the deduction for any year of assessment must not be such that the tax payable will be less than 50% of the tax due if the loss is not carried forward. Losses may be carried over indefinitely. The operating subsidiary in Sierra Leone incurred losses from inception to current period therefore it is not subject to tax liability.

 

Deferred tax assets in respect of the losses incurred for either Cameroon or Sierra Leone operations have not been recognised due to insufficient evidence of the timing of suitable future profits against which they can be recovered. Deferred tax liabilities have also not been recognised.

 

6 Deferred mine exploration costs

The schedule below details the current projects of the Group and the related acquisition cost capitalised:

 

Cameroon

Sierra Leone

Total

£

£

£

Cost

At 1 April 2015 (audited)

13,495,324

1,847,096

15,342,420

Costs capitalised during the period

136,419

-

136,419

Depreciation charges capitalised during the period (note 7)

43,263

-

43,263

──────────

──────────

──────────

At 30 September 2015 (unaudited)

13,675,006

1,847,096

15,522,102

──────────

──────────

──────────

Impairment

At 1 April 2015 (audited)

2,026,378

1,847,095

3,873,474

Impairment recognised during the period

-

-

-

──────────

──────────

──────────

At 30 September 2015 (unaudited)

2,026,378

1,847,095

3,873,474

──────────

──────────

──────────

Net book value

At 30 September 2015

11,648,628

-

11,648,628

At 31 March 2015

11,468,946

-

11,468,946

═══════

═══════

═══════

 

Deferred mine exploration costs represent intangible assets. Equipment and other assets used in exploratory activities are capitalised in Property, Plant and Equipment. Depreciation charges in respect of these assets are capitalised in deferred mine exploration costs.

 

Cameroon

The CMC Exploration Permits, held by Compagnie Minière du Cameroun ("CMC Cameroon") originally comprised six permits for the exclusive rights to explore for iron ore and associated minerals in each of the Dja, Djadom, Lélé, Binga, Minko and Sanaga zones in Cameroon. License permits for Dja and a large portion of Minko were relinquished during the course of license renewal in January 2014. Permits for the remaining licenses have been approved by the government of Cameroon for two additional years.

 

As a result of the surrender of the Dja and the majority of the Minko licenses (relating to areas within the national parks) in the course of license renewal negotiations in January 2014, the Group recognised a full impairment against the balances capitalised in relation to these two licences (with the exception of the remaining 50% retained balance of the Minko license).

 

The Group assessed the deferred mine costs, relating to areas for which licenses were still held, for impairment as at 30 September 2015 and considered that the recoverable amount of these assets exceeded the carrying amount and as such, no impairment was recognised. There have been no indications of impairment since the last review and exploration activities to date have continued to be positive.

 

Sierra Leone

The Company completed its withdrawal from Sierra Leone, which has been effected by the sale on 19 August 2015 of its entire interest in the share capital of its wholly-owned subsidiary, Ferrous Africa Limited ("FAL") for nominal consideration. In line with the Group's accounting policy for deferred mine exploration costs the balances in relation to the Sierra Leone license areas have been fully impaired during the year.

 

7 Property, plant and equipment

Group

Geological tools & equipment

Furniture & equipment

Leasehold improvements

Transportation

equipment

Total

£

£

£

£

£

Cost

At 1 April 2015 (audited)

136,529

122,008

27,347

377,964

663,848

Additions

300

-

-

-

300

Disposal

-

-

-

(127,795)

(127,795)

──────

──────

──────

──────

──────

As at 30 September 2015

136,829

122,008

27,347

250,169

536,353

──────

──────

──────

──────

──────

Depreciation

At 1 April 2015 (audited)

95,254

82,920

27,347

235,200

440,721

Charge for the period - capitalised

6,154

4,895

-

32,214

43,263

Disposal

-

-

-

(99,020)

(99,020)

──────

──────

──────

──────

──────

As at 30 September 2015

101,408

87,815

27,347

168,394

384,964

──────

──────

──────

──────

──────

Net book value

As at 30 September 2015

35,421

34,193

-

81,775

151,389

As at 31 March 2015 (audited)

41,275

39,088

-

142,764

223,127

══════

══════

══════

══════

══════

 

8 Capital and reserves

 

Capital Management

The Group manages its capital to maximize the return to the shareholders through the optimization of equity. The capital structure of the Group at 31 March 2015 consists of equity attributable to equity holders of the Company, comprising issued capital, reserves and retained deficit as disclosed.

 

The Group manages its capital structure and makes adjustments to it, in light of economic conditions and the strategy approved by shareholders. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares and release the Company's share premium account. No changes were made in the objectives, policies or processes during the period/year ended 30 September 2015 and 31 March 2015 or the period to date.

 

Share capital and premium

The Company is authorised to issue an unlimited number of nil par value shares of a single class. The Company may issue fractional shares and a fractional share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares. Shares may be issued in one or more series of shares as the Directors may by resolution determine from time to time.

 

Each share in the Company confers upon the shareholder:

· the right to one vote at a meeting of the shareholders or on any resolution of shareholders;

· the right to an equal share in any dividend paid by the Company; and

· the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.

 

The Company may by resolution of the Directors redeem, purchase or otherwise acquire all or any of the shares in the Company subject to regulations set out in the Company's Articles of Incorporation.

 

Authorised

The Company is authorised to issue an unlimited number of nil par value shares of a single class.

 

Date

Issue price

Shares

Share capital

Share premium

Issued ordinary shares

Number

£

£

At 01 April 2014

376,737,123

-

65,953,822

 

Issue of new shares to Directors

27/02/2015

£0.054

4,420,715

-

238,533

───────

─────

───────

At 31 March 2015

381,157,838

-

66,192,355

At 30 September 2015

381,157,838

-

66,192,355

═══════

═════

═══════

Foreign currency translation reserve

The translation reserve comprises all foreign currency differences arising from the translations of the financial statements of foreign operations for consolidation.

 

Share options and warrants reserve

These reserves comprise the fair value of options and warrants in issue as at 30 September 2015. A reconciliation and methodology used in determining the fair values are set out in note 15.

 

Dividends

No dividends were declared or proposed by the Directors during the period (31 March 2015: £Nil).

 

9 Goodwill

Goodwill has been recognised as a result of the acquisition of Ferrum Resources Limited and its subsidiaries. The total balance as at the period end is analysed as follows:

Cameroon

Sierra Leone

Total

£

£

£

Cost

At 31 March 2015 / 30 September 2015

643,706

214,569

858,275

────────────

────────────

────────────

Impairment

At 31 March 2015 / 30 September 2015

214,569

214,569

429,138

────────────

────────────

────────────

Net book value

At 31 March 2015 / 30 September 2015

429,137

-

429,137

═══════

═══════

═══════

 

The Company completed its withdrawal from Sierra Leone, which has been effected by the sale on 19 August 2015 of its entire interest in the share capital of its wholly-owned subsidiary, Ferrous Africa Limited ("FAL") for a nominal consideration. FAL's subsidiaries ("FAL Group") held the Company's five licence interests in Sierra Leone. In line with the Group's accounting policy for Goodwill, the balances in relation to these five license areas have been fully impaired.

 

The Company additionally assessed the goodwill attributable to all remaining exploration permits for impairment as at 30 September 2015 and considered that the recoverable amount of these intangible assets exceeded the carrying amount and as such, no impairment was recognised. There have been no indication of impairment since the last review and exploration activities to date have continued to be positive.

 

10 Investment in subsidiary undertakings

As at 30 September 2015, the Group had the following subsidiaries:

 

Name of company

Place of incorporation

Ownership interest

Principal activity

Ferrum Resources Limited (Ferrum) *

BVI

100%

Holding company of CMC, Ferrous Africa, Ferrum Guinee, Ferrum Benin and Ferrum Mauritania

CMC Guernsey Limited (CMC)

Guernsey

100%

Holding company of CMC Cameroon

Compagnie Minière du Cameroun (CMC Cameroon)

Cameroon

100%

Holds exploration licenses in Cameroon

Ferrum Resources Guinee S.A. (Ferrum Guinee)

Guinea

100%

Holds exploration applications in Guinea

* Held directly by WAFM. All other holdings are indirect

 

The consolidated financial statements include the results of the subsidiaries from the date that control is obtained to 30 September 2015 or the date that control ceases.

 

Disposal of interest in Sierra Leone

As explained in notes 6 and 9, the Group sold its interest in Sierra Leone licenses by way of sale of its holdings in the capital of its wholly owned subsidiary, Ferrous Africa Limited ("FAL") for nominal consideration. Following completion, the Company has no further interests in Sierra Leone and no further financial liabilities in respect of the Sierra Leone licences.

 

The assets and liabilities of FAL and its underlying subsidiaries have been fully impaired during the year ended 31 March 2015 resulting in nil carrying value. The consideration received from the sale was nominal and as such no surplus or deficit was recognised in the profit and loss.

 

11 Exploration permits

The Group recognised the fair value of intangible assets attributable to exploration permits (including those previously unrecognised) as a result of the following business combinations:

Cameroon

Sierra Leone

Total

£

£

£

Cost

At 31 March 2015 / 30 September 2015

9,427,042

2,371,151

11,798,193

────────────

────────────

────────────

Impairment

At 31 March 2015 / 30 September 2015

3,142,327

2,371,151

5,513,478

────────────

────────────

────────────

Net book value

At 31 March 2015 / 30 September 2015

6,284,715

-

6,284,715

═══════

═══════

═══════

The Company completed its withdrawal from Sierra Leone, which has been effected by the sale on 19 August 2015 of its entire interest in the share capital of its wholly-owned subsidiary, Ferrous Africa Limited ("FAL"). FAL's subsidiaries ("FAL Group") held the Company's five licence interests in Sierra Leone. Following completion, the Company has no further interests in Sierra Leone and no further financial liabilities in respect of the Sierra Leone licences. In line with the Group's accounting policy for exploration permits, the balances in relation to these five license areas have been fully impaired.

 

The Company assessed the remaining exploration permits for impairment as at 30 September 2015 and considered that the recoverable amount of these intangible assets exceeded the carrying amount and as such, no impairment was recognised. There have been no indication of impairment since the last review and exploration activities to date have continued to be positive.

 

12 Financial instruments

 

Financial risk management

All aspects of the Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 March 2015.

 

Financial Instruments classification

Financial instruments comprise cash and trade and other receivables (classified as loans and receivables) and accounts payable and accrued expenses (classified as other financial liabilities). The carrying amounts of these financial instruments reported in the statement of financial position approximate their fair values due to the short-term nature of these accounts.

 

13 Trade and other receivables

30 September 2015

£

31 March 2015

£

Prepayments

 

56,816

60,919

VAT

102,327

100,360

Other debtors

54,429

59,277

────────────

────────────

213,572

220,556

══════

══════

 

14 Trade and other payables

 

 

30 September 2015

£

31 March 2015

£

Trade payables

143,031

81,289

Accrued expenses

3,141

20,000

Other creditors

-

730

─────────────

─────────────

146,172

102,019

══════

══════

 

15 Share options and warrants

 

Share warrants

The total number of share warrants in issue as at the period end is set out below.

Recipient

Grant

Date

Term in years

Exercise

Price

01 April

2015

Issued

Exercised

Lapsed

30 September

2015

FV of warrants in issue at period end

Expensed during the period

£

£

Ferrum warrant holders 1, 3

09/01/12

5

24.40p

11,456,000

-

-

-

11,456,000

382,637

-

Advisors 2, 3

09/01/12

5

10.00p

1,878,523

-

-

-

1,878,523

85,838

-

Consultants 4

02/04/12

5

25.00p

1,400,000

-

-

-

1,400,000

68,740

-

Shareholders 5

25/05/13

5

40.00p

1,000,000

-

-

-

1,000,000

43,244

-

Shareholders 5

14/02/14

2-3

10.00p

43,820,473

-

-

-

43,820,473

533,995

-

───────────────

─────────────

──────────────

──────────────

───────────────

────────────

────────────

59,554,996

-

-

-

59,554,996

1,114,454

-

═══════

══════

═══════

═══════

═══════

══════

══════

 

Notes

1. Issued as part of consideration paid by the Company to non-controlling shareholders of Ferrum Resources Limited in accordance with the terms of sale of Ferrum shares not yet owned by WAFM). These effectively replace the existing 8 million options issued to Ferrum non-controlling shareholders valued at and fully expensed prior to acquisition of £80,000 at the time of acquisition/issue.

2. In accordance with the terms of engagements, these warrants were granted to the Company's advisors following successful completion of the company's admission to AIM.

3. Ferrum warrants and warrants issued to Advisors on 09/01/12 vested immediately and as such the fair value in relation to these has been fully recognised. These warrants can be used anytime during the exercise period.

4. These warrants are subject to 3 years equal annual instalments vesting period

5. These warrants were issued in conjunction with the two fund raising exercises completed in February 2014.

 

The Company has utilised the Black Scholes Model for the purposes of estimating the fair value of the share warrants upon issue. The following table lists the inputs to the models used for warrants issued during the current and prior years.

 

14 February 2014

29 May 2013

02 April 2012

9 January 2012

Dividend yield (%)

-

-

-

-

Expected volatility (%) 1

50%

50%

40%

90%

Risk-free interest rate (%)2

0.97%

0.43%

0.7%

1.15%

Share price at grant date

7.12 pence

35.9 pence

21.6 pence

11.5 pence

Share price (market value)

7.12 pence

35.9 pence

21.6 pence

11.5 pence

Exercise price

10.0 pence

40.0 pence

25.0 pence

24.0/10.0 pence

Expected exercise period

2 years

2 years

3 years

1 year

 

Notes

1. Annualised standard deviation of continuously compounded rates of return based on Company's historic share prices

2. Rate on 2 year Guilt Strips

 

Share options

The total number of share options in issue as at the period end is set out below.

Recipient

Grant

Date

Term

in years

Exercise

Price

01 April

2015

Issued

 

Lapsed

/cancelled

Exercised

30 September 2015

Expensed during the period

Fair value

£

£

Directors and consultants

14/05/14

10

7.00p

14,450,000

-

(4,700,000)

-

9,650,000

39,132

215,865

────────

─────────

─────────

─────────

───────────

───────

─────────

14,450,000

-

(4,700,000)

-

9,650,000

39,132

215,865

══════

══════

══════

══════

═══════

═════

══════

 

On 14 May 2014, the Company awarded options to acquire up to 21,500,000 ordinary shares of no par value in the Company (the "Options") to the Directors, key management and employees. These Options replace all previously granted options which have been cancelled as at the same date. The Options shall vest as to one-third on each anniversary of the date of the grant. Vested options may be exercised within 10 years at a price of 7 pence per share. The fair value of these options is £215,865 of which £154,424 has been recognised in the profit and loss to date.

 

On 1 June 2015, Anton Mauve resigned from the Board and has accordingly relinquished his recent share option.

 

The Company has utilised the Black Scholes Model for the purposes of estimating fair value of the share options upon issue. The following table lists the inputs to the models used for options in issue as at the period end.

 

14 May 2014

Dividend yield (%)

-

Expected volatility (%)1

40%

Risk-free interest rate (%)2

0.63%

Share price at grant date

7 pence

Share price (market value)

7 pence

Exercise price

7 pence

Expected exercise period

4 years

 

 

Notes

1. Annualised standard deviation of continuously compounded rates of return based on Company's historic share prices

2. Rate on 2 year Guilt Strips

 

Share Option Scheme

In accordance with, and subject to the terms of the Company's Share Option Scheme, options issued during the year shall vest in equal instalments annually over a period of three years from the date of grant. Vested options are exercisable at the Exercise Price and may not be exercised later than the tenth anniversary of the Date of Grant. The Directors shall have an absolute discretion as to the selection of persons to whom an Option is granted by the Company. An option shall not be granted to any person unless he/she is a person/company who has provided or is providing services to the Group as a consultant or otherwise ("Approved Grantee") or an employee or any person nominated by such Approved Grantee or employee. The exercise price shall be determined by the Directors and shall be the market value of a Share on the date of the grant of the option to the option holder or shall be such greater or lesser price as the Directors shall determine in their discretion provided always that in the case of a subscription option, the price shall not be less than the nominal value of a Share.

 

Exercise of the option may be conditional upon satisfaction of performance-related conditions as shall be determined by the Directors and notified to the option holder on the date of the grant. They are not transferable and may not be exercised when to do so would contravene the provisions of the Company's code governing share dealings by directors and employees. In the event that a director/consultant resigns and ceases to be engaged by the Company in any role, pursuant to the Share Option Scheme rules, he or she may only exercise options which have vested and for a period of no later than six months from resignation.

 

16 Segment reporting

The Group operates in one industry segment: mineral exploration and development in two African regions, Cameroon and Sierra Leone. The activities of these regions alongside those of the corporate entities within the Group are regularly monitored by management to make decisions about resources and assess its performance and discrete financial information is maintained for each. Below is the analysis of Group's exposures in these segments:

 

 Cameroon

£

 Sierra Leone

£

Corporate

£

Total

£

Deferred mine exploration costs (note 6)

11,648,628

-

-

11,648,628

Exploration permit (note 11)

6,284,715

-

-

6,284,715

Other non-current assets

580,526

-

-

580,526

Current assets

316,376

-

3,838,914

4,155,290

Total liabilities

(3,573)

-

(142,599)

(146,172)

Finance income

-

-

5,254

5,254

Expenses

(12,940)

(15,368)

(385,621)

(413,929)

Net loss

(12,940)

(15,368)

(380,367)

(408,675)

Other comprehensive (loss) / profit

4,892

(2,751)

-

2,141

 

17 Related party transactions

All related party transactions occurred on an arm's length basis and in the normal course of operations.

 

Key management personnel

Directors of the Group received the following remuneration during the period:

 

Expense recognised during the period

Outstanding at the end of the period

 

 

30 September 2015

£

30 September 2014

£

30 September 2015

£

30 September 2014

£

Brad Mills

2,523

50,990

1,915

38,289

Anton Mauve (resigned 01 June 2015)

-

74,662

653

22,422

Denham Eke (resigned 21 May 2014)

-

12,655

-

28,717

James Mellon

2,523

10,625

1,915

7,969

Gerard Holden

3,235

10,625

2,455

4,427

Willy Simon (appointed 01 June 2015)

1,719

-

859

-

Andrew Gutman (appointed 01 June 2015)

1,719

-

1,719

-

──────────

──────────

──────────

──────────

11,719

159,557

9,516

101,824

══════════

══════════

══════════

══════════

 

 

Directors fee restructure:

As reported in previous year's financial statement, the Directors of the Company shall be paid 50% of their salary by the issue of new ordinary shares ("New Shares") in the Company in arrears at an implied monthly price equivalent to the volume weighted average price ("VWAP") of the Company's shares at the end of each relevant month. This structure was mutually agreed between the Company and the Directors as part of the cash-saving exercise implemented across the Group. The arrangements were to be with effect from 1 January 2014 and in respect of Gerard Holden from 1 May 2014.

 

As discussed in note 15, the Board of Directors may issue share options or warrants to persons/company who provide services to the Group. The following table is a reconciliation of warrants and options in issue to key personnel as at 30 September 2015. The value of these warrants/options is commensurate with the value of services provided to the Company.

 

 

Name

01 April 2015

 

Granted

 

Exercised

Lapsed/

Cancelled

30 September 2015

Brad Mills

4,700,000

-

-

-

4,700,000

Anton Mauve (resigned 1 June 2015)

4,700,000

-

-

(4,700,000)

-

Gerard Holden

2,350,000

-

-

-

2,350,000

────────────

────────────

────────────

────────────

────────────

 

Directors' interests in the capital of the Company are the following:

 

Number of Ordinary Shares

Percentage of Issued Capital

Brad Mills (note 18)

43,655,233

11.45%

Anton Mauve (Resigned 1 June 2015)

43,056,704

11.30%

James Mellon (note 18)

26,015,591

6.83%

Gerard Holden (note 18)

142,869

0.04%

 

Burnbrae Limited

The Company has entered into a service agreement with Burnbrae Limited for the provision of administrative and general office services. Mr James Mellon is a director of Burnbrae Limited and the Company. During the period the Company incurred a total cost of £32,418 (30 September 2014: £50,000) under this agreement and a balance of £48,946 was due to Burnbrae at end of the period (30 September 2014: £50,000).

 

18 Significant shareholdings

Except for the interests disclosed in this note, the Directors are not aware of any holding of Ordinary Shares representing 3% or more of the issued share capital of the Company as at:

 

At 30 September 2015

Number

of Ordinary Shares

Percentage of Total Issued Capital

Beaufort Nominees Limited

117,466,234

30.82%

Panetta Partners Limited

57,559,775

15.10%

Bradford Mills 1

43,655,233

11.45%

Anton Mauve 2

43,056,704

11.30%

Plinian Guernsey Limited 1,2

42,496,856

11.15%

Rosy Mining Limited

35,889,079

9.42%

Regent Mercantile Holdings Limited

32,672,906

8.57%

James Mellon 3

26,015,591

6.83%

Generation Resources Limited

14,360,340

3.77%

 

Notes:

1. Brad Mills' interest comprises 1,158,377 Shares that he owns directly; and a further 42,496,856 Shares that are owned by Plinian Guernsey Limited ("Plinian"), of which Brad Mills is the controlling shareholder, and includes 10,142,858 Shares that are owned by CE Mining, which is 50 per cent. owned by Plinian.

2. Anton Mauve's interest comprises 78,405 Shares that he owns directly; 481,443 Shares that are owned by Metallogenic Mining Limited ("MML"), a company in which Anton Mauve is beneficially interested and which provides services to the Company; and a further 42,496,856 Shares that are owned by Plinian, of which Anton Mauve is a shareholder, and includes 10,142,858 Shares that are owned by CE Mining, which is 50 per cent. owned by Plinian.

3. James Mellon's interest comprises 23,291,082 shares held by Galloway Limited (a company which is indirectly wholly owned by the trustee of a settlement under which James Mellon has a life interest) and 1,844,825 Shares held by Burnbrae Limited (a company which is indirectly wholly owned by the trustee of a settlement under which James Mellon has a life interest). The balance of James Mellon's shareholding (879,684) is held in Mr Mellon's own name

 

19 Basic and diluted loss per share

The calculation of basic loss per share of the Group is based on the net loss attributable to shareholders for the period of £408,675 (2014: £670,296) and the weighted average number of shares outstanding of 381,157,838 (2014: 376,737,123).

 

Weighted average number of ordinary shares

30 September 2015

30 September 2014

Issued ordinary shares at 01 April

381,157,838

376,737,123

Effect of shares issued for cash

-

-

Effect of share options and warrants exercised

-

-

Effect of shares issued to Directors in lieu of salary

-

-

────────

────────

Weighted average number of ordinary shares

381,157,838

376,737,123

════════

════════

 

Diluted earnings per share are calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares such as warrants and options. As at 30 September 2015 and 2014, there is no dilutive effect because the Group incurred net losses in both periods. Therefore, basic and diluted earnings per share are the same.

 

20 Commitments and contingent liabilities

There are no known contingent liabilities as at the period end.

 

21 Subsequent events

There were no significant events that transpired subsequent to period end.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR PGGCCPUPAGMG

Related Shares:

OKYO.L
FTSE 100 Latest
Value8,275.66
Change0.00