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Interim Financial Statement

24th Dec 2014 07:00

RNS Number : 6583A
West African Minerals Corporation
24 December 2014
 



For immediate release

24 December 2014

West African Minerals Corporation

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

 

Unaudited Consolidated Financial Statements for the six month period ended 30 September 2014

 

The Directors of West African Minerals Corporation (AIM: WAFM) are pleased to announce its unaudited consolidated financial statements for the six month period ended 30 September 2014.

 

 

Financial Highlights

 

· Total Assets stand at £27.76 million (2013: £28.36 million)

· Cash stands at £5.35 million (2013: £7.1 million)

· Operational expenses reduced by 30.2% to £0.68 million (2013: £0.97 million) and continue to be rigorously controlled at all levels

· Basic and diluted loss per share has almost halved at 0.019 pence (2013: 2.21 pence)

 

Operational Highlights

Coastal Cameroon - Sanaga:

· Positive results from detailed mapping and sampling of the South Sanaga target area outlined several areas of magnetite bearing gneiss from surface with grades ranging from 29.1% Fe to 66.3% Fe

· A recommended programme of reconnaissance drilling and preliminary metallurgical testing returned:

· Several units of magnetite gneiss containing significant iron intersections outlined in 1,729 metres of diamond drilling in seventeen holes.

· Concentrates averaging 69% Fe confirming the potential to produce a premium concentrate with insignificant impurities.

· An RC infill drilling programme of approximately 2,000 metres was initiated towards a maiden MRE.

· Infill drilling was subsequently completed in late November providing sufficient data for an MRE to be delivered in 2015.

 

Coastal Cameroon - Binga:

· Positive metallurgical test results on Binga ore confirmed the potential to produce a saleable magnetite concentrate ranging from 61% to 64% Fe with high recovery of iron to magnetite of 94% and appreciable discard (25%) of gangue material.

· The recommended grind size to obtain a concentrate with acceptably low silica grade is relatively coarse in comparison to existing magnetite concentrators, potentially providing process benefits of lower mill power and operating cost.

· Ground gravity and magnetic surveys in the central region of Binga have identified several promising targets extending over an approximate 10km of strike length.

 

Interior Cameroon - Lélé and North Djadom:

· Surface mapping on gravity and magnetic targets in previously unexplored areas have revealed surface showings of iron mineralisation over several kilometres of strike.

· Grab sample assays over these anomalies returned grades ranging from 24.1% Fe to 58.7% Fe at Lélé, and 36.2% Fe to 56.1% Fe at North Djadom.

 

Madina - Sierra Leone:

· Final assay results from the Madina trenching programme in Sierra Leone confirmed a Marampa Group hematite schist exploration target over 1.5 kilometres of strike length with an average width at surface of approximately 220 metres and iron grades of 39-42%.

 

For further information contact:

 

West African Minerals Corporation

Anton Mauve

Managing Director

 

+44 (0) 1624 639396

Donna Yoshimatsu

Investor Relations and

Corporate Secretary

+1 (416) 722-2456

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 3463 2260

GTH Communications

Toby Hall

+44 (0) 20 7822 7493

 

 

Chairman's statement

 

Dear Shareholders,

 

In the last message to shareholders we reported that detailed field follow-up of previously identified geophysical targets at the Sanaga and Binga licenses in Cameroon, and extensive trenching of a hematite schist unit at Madina (EL06/11) in Sierra Leone, had identified two potentially significant new discoveries in these near coastal regions. The new set of targets at the South Sanaga permit, located in very close proximity to the Port at Douala in Cameroon, warranted a modification to the 2014 work programme to allow for reconnaissance drilling and preliminary metallurgical test work at Sanaga. As a result, much of the focus in the current fiscal period was on completing the reconnaissance drilling programme followed by wide spaced infill drilling. The goal is to complete a maiden mineral resource estimate for the South Sanaga permit area.

 

Detailed mapping of the South Sanaga target area outlined several areas of surface exposure of magnetite bearing gneiss with surface grades ranging from 29.1% Fe to 66.3% Fe. In addition, ground gravity and magnetic geophysical surveys of the area confirmed high magnitude gravity and magnetic anomalies largely coincident with mapped surface exposures of magnetite rich mineralised material.

 

These encouraging results supported the decision to proceed with a reconnaissance drilling programme at South Sanaga which commenced in July of this year and was completed in October with 1,729 metres of diamond drilling in seventeen holes. Drilling intersected several units of magnetite gneiss dipping consistently to the NW at 40-50 degrees. These magnetite gneiss units were found to contain significant iron intersections (see RNS dated 21 October 2014). Accordingly, the Company decided to undertake a reverse circulation (RC) infill drilling programme of approximately 2,000 metres designed to deliver sufficient drilling to support the calculation of a maiden mineral resource estimate.

 

Preliminary metallurgical test work was conducted by ALS Laboratories on a total of eleven samples from South Sanaga, seven samples of fresh, and four samples of oxidised magnetite-bearing gneiss. Davis Tube Recovery (DTR) magnetic separation at a grind size of 75 µm yielded concentrates of approximately 69% Fe at average mass recoveries of 48% for fresh, and 35% for oxidised material.

 

The metallurgy confirmed that a premium concentrate could be produced with very low impurities that can match the finest concentrate available in the market.

 

The RC infill drilling programme at the South Sanaga license was completed in late November of this year with a total of 2,214 metres drilled in thirty-seven holes. Together with the reconnaissance diamond drilling, almost 4,000 metres of drilling has been completed to date. This data should be sufficient to allow the calculation of a maiden MRE on the South Sanaga project planned for completion in 2015. Drilling targeted the NW-dipping magnetite gneiss units originally intersected in the diamond drilling programme and these units have now been intersected from surface to a depth of 150 metres. Significant intersections were reported in the RNS dated 4 December 2014 available on the Company's website.

 

The key advantage of the South Sanaga project is its proximity to existing infrastructure - within 60km of the commercial seaport at Douala, 10km to the main rail line and 5km to main line power - which significantly enhances the project's economics and provides a shorter timeline to production. This potentially positions WAFM to be one of the first iron ore producers in Cameroon once the current iron ore pricing environment recovers. A logistical study for the Sanaga permit is ongoing to assess the existing infrastructure including rail access from the lease area, roads, river access, pipeline potential and port availability at Douala.

 

The Binga license located approximately 80-100km east of the Kribi multi-user deep seaport presents a second option for the Company to develop a relatively low capital and operating cost operation. Following the maiden inferred MRE of 30.5Mt @ 29.7% Fe at a 25% Fe cut-off grade delivered in January 2014, preliminary metallurgical test work in April confirmed that a saleable magnetite concentrate could be produced from Binga ranging from 61% to 64% Fe depending on grind size. The recommended grind size to obtain a concentrate of acceptably low silica grade is relatively coarse compared to existing magnetite concentrators and could provide process benefits of lower mill power and operating cost.

 

In addition, ground gravity and magnetic surveys in the central region of Binga identified several promising targets extending over an approximate 10km of strike length. Geophysical interpretation shows excellent correlation with the previously drilled resource on Block 8 in support of further mineralised material present in the central region.

 

In addition to these coastal licenses, the company also conducted surface mapping on gravity and magnetic targets at the previously unexplored interior licenses of Lélé and North Djadom which confirmed coincidence with occurrences of magnetite rich mineralised material at surface. The most promising targets had surface showings of iron mineralisation over several kilometres of strike, underlain by prominent geophysical targets. In the case of Lélé, grab sample assays over the anomaly returned grades ranging from 24.1% Fe to 58.7% Fe, and for North Djadom from 36.2% Fe to 56.1% Fe. These interior licenses represent potentially significant long-term value, as do the South Djadom deposits where two inferred resource estimates have been completed, once infrastructure reaches this part of Cameroon.

 

Management believes the coastal licenses in Cameroon present more imminent value to shareholders as the logistical costs, both operating and capital, of developing these leases would be substantially lower than any of the more distant deposits in eastern Cameroon which require the establishment of heavy rail service to unlock value. In particular, the South Sanaga license has the potential for significantly enhanced economics in view of its proximity to the existing port, rail and power infrastructure which will allow for low capital and operating costs.

 

Management's focus is to de-risk the best of these coastal opportunities to deliver substantial real value to shareholders.

 

Results to September 2014

 

During the period under review, the Company reported a reduced total comprehensive loss of £0.73 million (2013: loss of £6.44 million). This reduction in loss was because a) no further impairments of deferred mine exploration costs, permits or goodwill were taken (2013: £5.17 million), and b) following stringent cost cutting, operational costs were reduced by 30.2% to £0.68 million (2013: £0.97 million). 

 

The basic and diluted loss per share for the period was 0.019 pence per share (2013: loss per share 0.022 pence).

 

Total equity and liabilities stood at £27.76 million (31 March 2014: £28.36 million), of which cash represented £5.35 million (31 March 2014: £7.10 million) and property, deferred mine exploration costs, permits and goodwill stood at £22.17 million (31 March 2014: £21.04 million).

 

Shareholder equity stood at £27.56 million (31 March 2014: £28.21 million).

Outlook

 

The mining sector has been under significant pressure due to the collapse in prices of several key commodities, most notably iron ore. Spot iron ore prices have fallen to their lowest levels in more than five years as the world's largest producers increase output amid slowing demand growth in China. For many global suppliers, prices are approaching the cost of production. A number of operations have already shut down or scaled back considerably. In the near term iron ore prices are expected to extend declines as low-cost supply outstrips demand and less competitive mines succumb to the harsh reality of the current economics. In the backdrop, Indian iron ore imports continue to absorb some of the global surplus that is helping to stabilise prices, but a rebound in the commodity price will likely come at the cost of further production curtailments, particularly from those who cannot compete with the low-cost majors.

 

Until market fundamentals resolve and demand from China strengthens, it is a matter of weathering the storm and positioning ourselves for the eventual and inevitable recovery. WAFM has implemented a cash preservation program with plans to continue to complete minimal cost de-risking activities on the South Sanaga project 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 will actively evaluate opportunities that provide exceptional synergies and growth.

 

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.

 

 

 

 

Brad Mills

Executive Chairman

24 December 2014

 

Unaudited consolidated statement of comprehensive income

for the six month period ended 30 September 2014

 

Notes

Period ended

30 September 2014

(unaudited)

Period ended

30 September 2013

(unaudited)

Year ended

31 March 2014

(audited)

£

£

£

Income

-

Expenses

Directors' fees

17

(159,557)

(256,628)

(463,279)

Salaries and wages

(60,814)

(105,274)

(183,316)

Consultants' fees

(25,587)

(32,869)

(46,726)

Other professional fees

(180,957)

(211,076)

(792,384)

Administration expenses

(160,780)

(254,638)

(437,531)

Share option and warrants

15

(77,962)

(56,642)

(844,608)

Other costs

(11,235)

(55,458)

(100,515)

Foreign exchange losses

-

3,045

(112,717)

Impairment of deferred mine exploration costs

6

-

(2,026,378)

(2,026,378)

Impairment of exploration permits

11

-

(3,142,327)

(3,142,327)

Impairment of goodwill

9

-

(214,569)

(214,569)

───────

───────

───────

Loss before finance income/(expense)

4

(676,892)

(6,352,814)

(8,364,350)

Finance income/(expense)

6,596

(5,945)

(2,488)

───────

───────

───────

Loss before income tax

(670,296)

(6,358,759)

(8,366,838)

Taxation

5

-

-

-

───────

───────

───────

Loss after income tax

(670,296)

(6,358,759)

(8,366,838)

Other comprehensive loss - foreign currency translation reserve

(59,393)

(80,030)

(162,152)

───────

───────

───────

Total comprehensive loss for the period/year

(729,689)

(6,438,789)

(8,204,686)

═══════

═══════

═══════

Loss attributable to:

Owners of the Company

(670,296)

(6,358,759)

(8,366,838)

═══════

═══════

═══════

Total comprehensive loss attributable to:

Owners of the Company

(729,689)

(6,438,789)

(8,528,990)

═══════

═══════

═══════

Basic and diluted loss per share

 

19

(0.0019)

(0.0221)

 

(0.0278)

═══════

═══════

═══════

 

The notes form an integral part of these condensed consolidated interim financial statements.

 

The Directors consider that all results derive from continuing activities.

 

 

Unaudited consolidated statement of financial position

as at 30 September 2014

Notes

At

30 September 2014

(unaudited)

At

31 March 2014

(audited)

£

£

Assets

Property, plant and equipment

7

334,209

383,692

Deferred mine exploration costs

6

12,540,019

11,358,377

Exploration permits

11

8,655,866

8,655,866

Goodwill

9

643,706

643,706

───────

───────

Total non-current assets

22,173,800

21,041,641

───────

───────

Current assets

Cash and cash equivalents

5,347,596

7,103,877

Trade and other receivables

13

237,767

217,049

───────

───────

Total current assets

5,585,363

7,320,926

───────

───────

Total assets

27,759,163

28,362,567

═══════

═══════

Equity

Share premium

8

65,953,822

65,953,822

Share options reserves

15

74,143

712,783

Share warrants reserves

15

1,110,635

1,106,816

Foreign currency translation reserve

35,054

94,447

Retained deficit

(39,611,779)

(39,654,266)

───────

───────

Shareholders' equity

27,561,875

28,213,602

───────

───────

Current Liabilities

Trade and other payables

14

197,288

148,965

───────

───────

Total liabilities

197,288

148,965

───────

───────

Total equity and liabilities

27,759,163

28,362,567

═══════

═══════

 

The notes form an integral part of these condensed consolidated interim financial statements.

 

These financial statements were approved by the board of directors on 24 December 2014 and were signed on their behalf by:

 

 

 

Anton Mauve

Director

Consolidated statement of changes in equity

for the six month period ended 30 September 2014

 

 

Notes

Share

premium

Share options reserve

Share warrants reserve

Foreign currency translation reserves

Retained

deficit

Total shareholders' equity

£

£

£

£

£

£

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

Shares issued for cash subscription

8

-

-

-

-

-

-

Exercise of share options

8, 15

-

-

-

-

-

-

Exercise of share warrants

8, 15

-

-

-

-

-

-

Options/warrants expired/cancelled

-

(712,783)

-

-

712,783

-

Options and warrants reserve charge

15

-

74,143

3,819

-

-

77,962

───────

───────

───────

───────

────────

───────

Balance at 31 March 2014

65,953,822

74,143

1,110,635

35,054

(39,611,779)

27,561,875

═══════

═══════

═══════

═══════

════════

═══════

Balance at 1 April 2013 (audited)

59,626,661

864,159

576,249

256,599

(31,696,143)

29,627,525

Total comprehensive loss for the year

Loss for the year

-

-

-

-

(6,358,759)

(6,358,759)

Other comprehensive loss for the year

-

-

-

(80,030)

-

(80,030)

Transactions with owners, recorded directly in equity

Contributions by and distributions to owners

Exercise of share options

8, 15

55,450

(13,783)

-

-

-

41,667

Exercise of share warrants

8, 15

136,845

-

(42,919)

-

-

93,926

Options/warrants expired

-

-

-

-

-

-

Options and warrants reserve charge

15

-

47,094

9,548

-

-

56,642

───────

───────

───────

───────

────────

───────

Balance at 30 September 2013 (unaudited)

59,818,956

897,470

542,878

176,569

(38,054,902)

23,380,971

═══════

═══════

═══════

═══════

════════

═══════

 

The notes form an integral part of these condensed consolidated interim financial statements.

Consolidated statement of cash flows

for the six month period ended 30 September 2014

 

Notes

Period ended

30 September 2014

(unaudited)

Period ended

30 September 2013

(unaudited)

Year ended

31 March 2014

(audited)

£

Cash flows from operating activities

Loss before income tax

(670,296)

(6,358,759)

(8,366,838)

Adjusted for non-cash and non-operating items:

Depreciation

7

-

31,963

62,143

Share options and warrants charge

77,962

56,642

844,608

Loss on sale and write off of property, plant and equipment

-

16,230

33,293

Impairment of deferred mine exploration costs

6

-

2,026,378

2,026,378

Impairment of exploration permits

11

-

3,142,327

3,142,327

Impairment of goodwill

9

-

214,569

214,569

Finance (income)/expense

(6,596)

5,945

2,488

───────

───────

───────

(598,930)

(864,705)

(2,041,032)

Change in trade and other receivables

(20,718)

(25,036)

(61,714)

Change in trade and other payables

48,323

(73,492)

28,309

───────

───────

───────

Net cash used in operating activities

(571,325)

(963,233)

(2,074,437)

Cash flows from investing activities

Purchase of property, plant and equipment

7

(3,810)

(156,250)

(156,581)

Proceeds from sale of property, plant and equipment

-

29,735

31,838

Amount paid for capitalised deferred mine exploration cost

6

(1,128,349)

(4,886,419)

(6,240,154)

───────

───────

───────

Net cash used in investing activities

(1,132,159)

(5,012,934)

(6,364,897)

Cash flows from financing activities

Interest (paid)/received

6,596

(5,945)

(2,488)

Cash proceeds from issue of shares

8

-

-

6,134,866

Exercise of share options and warrants

8

-

135,593

135,593

───────

───────

───────

Net cash generated from financing activities

6,596

129,648

6,267,971

Effect of foreign exchange movement on cash

(59,393)

(80,030)

(162,152)

Decrease in cash and cash equivalents

(1,756,281)

(5,926,549)

(2,333,515)

Cash and cash equivalents at beginning of year

7,103,877

9,437,392

9,437,392

───────

───────

───────

Cash and cash equivalents at end of year

5,347,596

3,510,843

7,103,877

═══════

═══════

═══════

 

The notes form an integral part of these condensed consolidated interim financial statements.

 

 

Notes

forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2014

 

1 Reporting Entity

West African Minerals Corporation (the "Company" or "WAFM") is a company domiciled in the British Virgin Islands. These condensed consolidated interim 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 24 December 2014.

 

(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 Sierra Leone and 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 2014.

 

3 Significant accounting policies

The condensed consolidated interim financial statements of the Company for the period ending 30 September 2014 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 2014. 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 2014 are available at the Group's website http://westafricanminerals.com/content/investor-centre/annual-interim-filings

 

4 Loss before finance (expense)/income

Loss before finance income is stated after charging:

Company and Group

Period ended

30 September 2014

(unaudited)

Period ended

30 September 2013

(unaudited)

£

£

Auditors' Fees

8,500

8,500

Directors' Fees (note 17)

159,557

256,628

Depreciation (note 7)

-

31,963

══════

══════

 

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, estimated to be £523,562 and £377,669 for Cameroon and Sierra Leone, respectively, have not been recognised due to insufficient evidence of the timing of suitable future profits against which they can be recovered. Deferred tax liability has 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 2013

5,583,285

1,457,225

7,040,510

Costs capitalised during the year

6,198,667

41,487

6,240,154

Depreciation charges capitalised during the year (note 7)

92,729

11,362

104,091

─────────

─────────

─────────

At 31 March 2014

11,874,681

1,510,074

13,384,755

Costs capitalised during the period

914,091

214,258

1,128,349

Depreciation charges capitalised during the period (note 7)

47,612

5,681

53,293

─────────

─────────

─────────

At 30 September 2014

12,836,384

1,730,013

14,566,397

Impairment:

At 1 April 2013

-

-

-

Impairment recognised during the year

(2,026,378)

-

(2,026,378)

─────────

─────────

─────────

At 31 March 2014

(2,026,378)

-

(2,026,378)

At 30 September 2014

(2,026,378)

-

(2,026,378)

Net carrying value:

At 30 September 2014

10,810,006

1,730,013

12,540,019

At 31 March 2014

9,848,303

1,510,074

11,358,377

═══════

═══════

═══════

 

 

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.

 

The CMC Exploration Permits, held by Compagnie Minière du Cameroun ("CMC Cameroon") originally comprise 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 permit for Dja and a large portion of Minko were relinquished during the year ended 31 March 2014. The remaining licenses were officially renewed on May 2014 for two additional years.

 

The Sierra Leone Licenses comprise five exploration licenses (EL.05/11, EL.06/11, EL.07/11, EL.08/11 and EL.09/11) for the exclusive right to explore for all minerals over a total area of approximately 687 square kilometres. Three of the Sierra Leone Licenses (EL.05/11, EL.06/11 and EL.07/11) are held by Ingwe Investments Limited and the other two are held by Tanziron Resources Limited (EL.08/11 and EL.09/11). These licenses are valid for four years from 17 January 2011.

 

During the year ended 31 March 2014, as part of the license renewal negotiations the Group agreed to surrender the portion of its licenses that related to areas within the national parks so that it could retain the full license area for its remaining projects. This resulted in the surrender of the Dja and the majority of the Minko licenses. In line with the Group's accounting policy for Deferred mine exploration costs the balances in relation to these two license areas have been fully impaired recognising a total loss of £2,026,378 during the year ended 31 March 2014.

 

The Group assessed the deferred mine costs, relating to areas for which licenses were still held, for impairment as at 30 September 2014 and considered that the recoverable amount of these assets exceeded the carrying amount and as such, no further impairment was recognized. There have been no indications of impairment since the last review and exploration activities to date have continued to be positive.

 

7 Property, plant and equipment

Group

Geological tools & equipment

Furniture & equipment

Leasehold improvements

Transportation

equipment

Total

£

£

£

£

£

Cost:

At 1 April 2013

118,431

118,464

27,347

366,285

630,527

Additions

19,380

13,614

-

123,587

156,581

Disposal

-

(441)

-

(84,086)

(84,527)

Write-off

(1,282)

(12,902)

-

(27,822)

(42,006)

────────────

────────────

────────────

────────────

────────────

At 31 March 2014

136,529

118,735

27,347

377,964

660,575

Additions

669

3,141

-

-

3,810

────────────

────────────

────────────

────────────

────────────

At 30 September 2014

137,198

121,876

27,347

377,964

664,385

Depreciation:

At 1 April 2013

31,707

41,452

5,018

93,874

172,051

Charge for the year - expensed

11,522

21,482

3,439

25,700

62,143

Charge for the year - capitalised

24,246

13,666

-

66,179

104,091

Disposal

-

(441)

-

(33,425)

(33,866)

Write-off

(879)

(10,881)

-

(15,776)

(27,536)

────────────

────────────

────────────

────────────

────────────

At 31 March 2014

66,596

65,278

8,457

136,552

276,883

Charge for the period - expensed

-

-

-

-

-

Charge for the period - capitalised

12,225

5,636

-

35,432

53,293

────────────

────────────

────────────

────────────

────────────

At 30 September 2014

78,820

70,915

8,457

171,984

330,176

Net book value:

At 30 September 2014

58,378

50,961

18,890

205,980

334,209

At 31 March 2014

69,933

53,457

18,890

241,412

383,692

══════

══════

══════

══════

══════

 

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 30 September 2014 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 2014 and 31 March 2014 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

Number of Shares

Share capital

Share premium

Issued ordinary shares

£

£

At 1 April 2013

287,990,252

-

59,626,661

Exercise of option (note 15)

21/06/2013

£0.25

166,666

-

41,667

Fair value of options exercised *

-

-

13,783

Exercise of warrants (note 15)

17/09/2013

£0.10

939,261

-

93,926

Fair value of warrants exercised *

-

-

42,919

Fund raising (first part)

05/02/2014

£0.07

52,797,738

-

3,695,842

Fund raising (second part)

12/02/2014

£0.07

34,843,206

-

2,439,024

───────

─────

───────

At 31 March 2014

376,737,123

-

65,953,822

At 30 September 2014

376,737,123

-

65,953,822

* calculated at the date of issue of the instrument

═══════

═════

═══════

 

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 2014. 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 year (31 March 2013: £Nil).

 

9 Goodwill

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

Cameroon

Sierra Leone

Total

Cost:

£

£

£

At 01 April 2013

643,706

214,569

858,275

────────────

────────────

────────────

At 30 September 2014 / 31 March 2014

643,706

214,569

858,275

Impairment:

At 01 April 2013

-

-

-

Impairment recognised during the year

(214,569)

-

(214,569)

────────────

────────────

────────────

At 30 September 2014 / 31 March 2014

(214,569)

-

(214,569)

Net carrying value:

At 30 September 2014

429,137

214,569

643,706

At 31 March 2014

429,137

214,569

643,706

════════

════════

════════

 

During year ended 31 March 2014, as part of the license renewal negotiations the Group agreed to surrender the portion of its licenses that related to areas within the national parks so that it could retain the full license area for its remaining projects. This resulted in the surrender of the Dja and the majority of the Minko licenses. In line with the Group's accounting policy for Goodwill, the balances in relation to these two license areas have been fully impaired recognising a total loss of £214,569 during the year ended 31 March 2014. The Company assessed the goodwill attributable to remaining exploration permits for impairment as at 30 September 2014 and considered that the recoverable amount of these intangible assets exceeded the carrying amount and as such, no further impairment was recognized. 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 2014, 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, Ferrous 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

Ferrous Africa Limited (Ferrous Africa)

BVI

100%

Holding company of Tanziron, Ingwe and Ferrous Benin

Tanziron Resources Limited (Tanziron)

BVI

100%

Holds exploration licenses in Sierra Leone

Ingwe Investments Limited (Ingwe)

Guernsey

100%

Holds exploration licenses in Sierra Leone

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 2014 or the date that control ceases.

 

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 01 April 2013:

Acquisition of initial interest in Ferrum Resources

6,002,990

2,371,151

8,374,141

Acquisition of initial interest in CMC Guernsey

3,424,052

-

3,424,052

────────────

────────────

────────────

At 30 September 2014 / 31 March 2014

9,427,042

2,371,151

11,798,193

Impairment:

At 01 April 2013

-

-

-

Impairment loss recognised during the year

(3,142,327)

-

(3,142,327)

────────────

────────────

────────────

At 30 September 2014 / 31 March 2014

(3,142,327)

-

(3,142,327)

Net carrying value:

Balance at 30 September 2014

6,284,715

2,371,151

8,655,866

Balance at 31 March 2014

6,284,715

2,371,151

8,655,866

════════

════════

════════

 

During year ended 31 March 2014, as part of the license renewal negotiations the Group agreed to surrender the portion of its licenses that related to areas within the national parks so that it could retain the full license area for its remaining projects. This resulted in the surrender of the Dja and the majority of the Minko licenses. In line with the Group's accounting policy for exploration permits the balances in relation to these two license areas have been fully impaired recognising a total loss of £3,142,327 during the year ended 31 March 2014. The Company assessed the remaining exploration permits for impairment as at 30 September 2014 and considered that the recoverable amount of these intangible assets exceeded the carrying amount and as such, no further impairment was recognized. 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 2014.

 

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 2014

£

31 March 2014

£

Trade receivables

-

-

Prepayments

 

81,816

60,454

VAT

76,878

81,617

Other debtors

79,073

74,978

─────────────

─────────────

237,767

217,049

═══════

═══════

 

14 Trade and other payables

 

 

30 September 2014

£

31 March 2014

£

Trade payables

176,889

73,919

Accrued expenses

11,454

59,705

Other creditors

8,945

15,341

─────────────

─────────────

197,288

148,965

═══════

═══════

 

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

01/04/

2014

Issued

Exercised

Lapsed

30/09/

2014

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

3,819

Shareholders

29/05/13

5

45.00p

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

3,819

════════

═══════

═══════

═══════

════════

══════

══════

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 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%

1.5%

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

 

 

15 Share options and warrants (continued)

 

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

01/04/

2014

Issued

 

Lapsed

/cancelled

Exercised

30/09/2014

Expensed during the period

Fair value

£

£

Directors

26/03/12

10

25.00p

1,500,000

-

(1,500,000)

-

-

-

-

Directors

24/04/12

10

25.00p

4,700,000

-

(4,700,000)

-

-

-

Consultant

01/05/12

10

40.13p

400,000

-

(400,000)

-

-

-

-

Consultant & employees

15/06/12

10

55.00p

400,000

-

(400,000)

-

-

-

-

Consultant & employees

01/11/12

10

65.00p

290,934

-

(290,934)

-

-

-

-

Directors and consultants

14/05/14

10

7.00p

-

21,500,000

(7,050,000)

-

14,450,000

74,143

323,238

________

__________

___________

__________

____________

_______________

_________

7,290,934

21,500,000

(14,340,934)

-

14,450,000

74,143

323,238

══════

══════

══════

══════

═══════

═════

══════

 

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.

 

On 19 May 2014, Brad Mills was appointed Executive Chairman of the Company with immediate effect. Jim Mellon will remain on the Board as a non-executive Director. Denham Eke resigned from the Board but will remain as CFO. Both Mr Mellon and Mr Eke have accordingly relinquished their recent share option awards.

 

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 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)

10,810,006

1,730,013

-

12,540,019

Exploration permit (note 11)

6,284,715

2,371,151

-

8,655,866

Other non-current assets

693,999

283,916

-

977,915

Current assets

635,702

-

4,949,661

5,585,363

Total liabilities

(7,498)

(1,081)

(188,709)

(197,288)

Finance expense

-

-

6,596

6,596

Expenses

(58,946)

(45,261)

(572,685)

(676,892)

Net loss

(58,946)

(45,261)

(566,089)

(670,296)

Other comprehensive (loss)/profit

(64,142)

4,749

-

(59,393)

 

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 year:

 

Expense recognised during the period

Outstanding at the end of the period

Company

30 September 2014

£

30 September 2013

£

30 September 2014

£

30 September 2013

£

Brad Mills

50,990

55,075

38,289

-

Anton Mauve

74,662

79,793

22,422

-

Stephen Dattels (resigned 17 July 2013)

-

18,539

-

-

Denham Eke (resigned 21 May 2014)

12,655

41,306

28,717

-

James Mellon

10,625

10,625

7,969

-

Gerard Holden

10,625

10,625

4,427

-

Gualtiero Giori (resigned 30 April 2013)

-

1,771

-

-

Subsidiaries

Richard Garnett (resigned 07 November 2013)

-

38,894

-

-

──────

──────

──────

──────

159,557

256,628

101,824

-

════════

════════

════════

════════

Directors fee restructure:

From 01 January 2014, the Directors of the Company have agreed to receive their usual basic salary of which (until terminated on 30 days' notice by the Company) 50% (20% in the case of Anton Mauve) shall be satisfied by issue of new shares in the Company to the Directors monthly in arrears at an implied price equal to the volume weighted average price of the Company's ordinary shares on the AIM Market at the end of each relevant month. For the avoidance of doubt, such shares shall be issued quarterly or semi-annually at the Company's discretion. No such shares have yet been issued. The other 50% (80% in the case of Anton Mauve) shall remain payable in cash before the end of each relevant month. This restructure was mutually agreed between the Company and the Directors as part of the cash-saving exercise implemented across the Group.

 

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 2014. The value of these warrants/options is commensurate with the value of services provided to the Company.

 

Name

At

01 April 2014

 

Granted

 

Exercised

Cancelled

At

30 September 2014

Brad Mills

2,800,000

4,700,000

-

(2,800,000)

4,700,000

Anton Mauve

1,400,000

4,700,000

-

(1,400,000)

4,700,000

James Mellon

500,000

2,350,000

-

(2,850,000)

-

Denham Eke (resigned 21 May 2014)

1,000,000

4,700,000

-

(5,700,000)

-

Gerard Holden

500,000

2,350,000

-

(500,000)

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)

42,496,856

11.28%

Anton Mauve (note 18)

42,496,856

11.28%

James Mellon (note 18)

23,255,970

6.17%

Denham Eke (resigned 21 May 2014)

1,151,827

0.31%

 

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 and Mr Denham Eke are both directors of Burnbrae Limited and the Company. During the period the Company incurred a total cost of £50,000 (2013: £49,953) under this agreement of which £50,000 was outstanding at end of the year (2013: £nil).

 

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 the period end:

 

Number

 of Ordinary Shares

Percentage of Total Issued Capital

Panetta Partners Ltd

50,186,142

13.32%

Plinian Guernsey Ltd 3

42,496,856

11.28%

Rosy Mining Ltd

35,889,079

9.53%

Regent Mercantile Holdings Ltd 1

32,672,906

8.67%

James Mellon 2

23,255,970

6.17%

Generation Resources Ltd

14,360,340

3.81%

 

Notes:

1. These shares are held by a company owned by a trust under which Stephen Dattels is a discretionary beneficiary.

2. James Mellon's shareholding consists of 22,572,299 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. The balance of James Mellon's shareholding is held in his own name.

3. Brad Mills and Anton Mauve are principals of Plinian Guernsey Limited. Plinian's shareholding includes 10,142,858 shares held by CE Mining Limited, a company that is 50% owned by Plinian.

 

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 £670,296 (2013: £6,358,759) and the weighted average number of shares outstanding of 376,737,123 (2013: 288,148,960).

 

Weighted average number of ordinary shares

30 September 2014

30 September 2013

Issued ordinary shares at 01 April

376,737,123

287,990,252

Effect of shares issued for cash

-

-

Effect of share options exercised

-

91,985

Effect of share warrants exercised

-

66,273

────────

────────

Weighted average number of ordinary shares

376,737,123

288,148,960

════════

════════

 

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 2014 and 2013, 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 year end.

 

As part of the initial license application as well as during the renewal process, under the Cameroon law, there is a minimum technical expense commitment of circa US$200/km2/year on each permit. The total surface area for the licenses retained during the period was about 4,000 km2 which brings the Company's total commitment for the year to at least US$800,000.

 

The minimum capital expense commitment for Sierra Leone permits is US$50,000 plus an additional US$800/km2/year (increasing to US$1600/km2/year the following year) on each permit held. Total commitment for the year is US$799,000.

 

21 Subsequent events

There are no significant events subsequent to the period end.

 

 

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

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