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Interim Results

5th Sep 2011 07:00

RNS Number : 5668N
North River Resources Plc
05 September 2011
 



North River Resources plc / Ticker: NRRP / Index: AIM / Sector: Mining

5 September 2011

North River Resources plc ('North River' or 'the Company')

Interim Results

North River Resources plc, the AIM listed resource company, announces its results for the six months to 30 June 2011.

 

Overview

 

·; Significant progress made across Namibian portfolio of assets resulting from ongoing comprehensive work programme

·; High grade intercepts indentified following underground drilling at Namib Lead-Zinc Project - prioritised to advance towards recommencement of production

·; Drilling on two copper projects completed - preliminary test results from Koperberg positive, final report expected shortly

·; Updated resource on Dordabis copper target and maiden resource from Malachite Pan copper target expected Q4 2012

·; Total Namibian land position increased to 5,459km2 following grant of four additional exclusive prospecting licences

·; Strong cash position of circa £5 million to be utilised for additional exploration and development campaigns across Namibian portfolio

 

North River Managing Director, David Steinepreis, said, "The recent drill results from the Namib project returned some higher grades than we were anticipating based on available historic data. Most importantly we have now confirmed that the mineralisation continues immediately below the current base of mining which has added credibility to historic intersections at similar depths in other ore bodies in the mine.

 

"The results from the Namib project have underpinned the high prospectivity of this previously producing asset and have demonstrated its potential to become a stand-alone project. In line with this, the Company has commenced a conceptual engineering study of the project. This study will form the basis of a pre-feasibility study should exploration work demonstrate sufficient resource/reserve numbers.

 

"In tandem with our Namib development schedule, work continues on the Koperberg and Malachite Pan surface copper projects. We are looking forward to receiving the results of ongoing metallurgical studies from both projects. Preliminary flotation results from Koperberg are positive with higher than expected oxide recoveries from the upper section of the deposit.

 

"Our exploration programs are continuing with regional exploration of our Witvlei and Dordabis projects ramping up over the remainder of 2011, as we remain focussed on advancing both the Namib project and our copper assets in order to realise our strategy of building a significant southern African resource company."

 

Operations Statement

 

2011 is proving to be a defining year for North River. Positive drill results from the Namib Lead-Zinc Project have reinforced the potential for this asset to return to production. In addition, the drilling campaigns conducted at our Witvlei and Dordabis Copper Projects have intersected mineralisation as anticipated and we await the results of metallurgical testwork being carried out on those samples. Accordingly I believe we are now at a point where we can begin to translate the work we have put into our projects into appreciated shareholder value.

 

A key development for North River was the successful underground drilling campaign at the Namib Lead-Zinc Project. The identification of high grade intersections, which included 5.00m @ 19.64% zinc ('Zn'), 14.32% lead ('Pb'), 317g/t silver ('Ag'), 144ppm indium ('In') and 8.93m @ 5.77% Zn, 7.83% Pb, 134g/t Ag, 36ppm In, has provided further support for the development of the Namib project, and in line with this, we have commenced a conceptual engineering study on the project. These highly encouraging results, which demonstrated extensions of mineralisation at depth and higher than expected grades in the main junction ore zone, have led to an increased focus on Namib, which we believe has considerable potential value to North River and could progress to be a stand-alone project.

 

Our 2011 work programme has also focussed on our copper projects, which include the Witvlei and Dordabis Copper Projects in central Namibia. The work programme on our copper assets has included drilling and sampling ahead of metallurgical test work. Encouragingly, initial results on samples from the Koperberg target within the Dordabis Project show that the oxide material in the upper section of the ore body responds more positively than expected to flotation. The Company is waiting to receive the final report on this metallurgical test work, the results of which will be announced in due course. An updated resource estimate on the Koperberg target and a maiden resource estimate on the Malachite Pan target of the Witvlei Project, are underway.

 

In addition to the work programme carried out on our existing Namibian portfolio, the Company was also granted four additional exclusive prospecting licences ('EPLs'), providing the Company with a total land position in Namibia of 5,459km2. This significant land holding in Namibia, which hosts one of the largest and most unique concentrations of mineralised terrains in Africa, provides North River with a strong position from which to develop the Company's portfolio of highly prospective assets towards production in the mid-term.

 

Namibia

 

Namib Lead & Zinc Mine ('Namib')

 

The Company recently completed an underground drilling campaign at the previously producing Namib project. A total of approximately 1,300m was drilled, with the target being extensions to two ore shoots in the Junction Ore Body area.

 

Assay results for twelve of the drill-holes have already been received from the Bureau Veritas laboratory in Swakopmund and the results from the remaining four holes are expected shortly.

 

The current results and historic records tend to support statements made in 1992, at the time of the mine's closure, that there was 1,000,000 tonnes of high grade ore remaining. It is thought that this claim refers to reserves from the base of historic mining at 7 Level (approx 200m below surface) down to the base of historic drill records, at approximately 10 Level (300m below surface).

 

North River has commenced dewatering operations with the installation of pumps. Pumping will start once a discharge permit is received. Once the lower levels of the mine are accessible they will be made safe, cleared and surveyed to support a conceptual engineering study on the project. Completion of this exercise will enable the Company to establish the level of reserves/resources required to justify re-opening the mine and will form the basis of any decision to commence underground development to facilitate further exploration.

 

Further underground drilling will be completed if suitable drill platforms can be identified.

 

Witvlei and Dordabis Copper Projects ('Witvlei and Dordabis')

 

Dordabis Copper Project

 

Located 90km south-east of the Namibian capital, Windhoek, the Dordabis Copper Project, covering over 473km², contains four known copper deposits.

 

A 485m drilling programme at the Koperberg target on the project was completed on 4 June 2011, with all nine holes (KBDD001-9) intersecting moderate to good mineralisation based on visual estimates. Sampling was completed in June 2011 and 278 samples were cut, bagged and dispatched for preliminary metallurgical test-work at Kupfermelt Metal Processing in South Africa in July 2011. Bulk density measurements will now be made on the core at the Company's warehouse in Windhoek.

 

A preliminary structural map of the outcrop area at Koperberg has been compiled. This mapping will be supplemented by incorporating structural observations from cores and a ground magnetic survey, which is scheduled for completion in September 2011.

 

It is now anticipated that the Company will obtain an updated resource statement for Koperberg from an external consultant, which is expected to be completed in Q4 2011.

 

A regional programme to explore the remaining potential on the Dordabis licence area is being planned, including field visits to known mineralisation areas, re-assessment of previous drilling results and identification of additional targets for follow-up if required.

 

A mining consultancy is to be appointed to conduct a preliminary pit design over the Koperberg, RK and RK West deposits to facilitate economic analysis.

 

Witvlei Copper Project

 

The Witvlei Copper Project covers five known copper deposits located over a region of 550km².

 

A 700m drilling programme commenced at the Malachite Pan target on the project in June 2011, aimed at acquiring samples for metallurgical test-work. The programme has been completed with all holes intersecting mineralisation, as targeted, of dominantly malachite and mixed copper sulphides in the oxidised zone and bornite-chalcopyrite-chalcocite-malachite in the un-oxidised rock. Bulk density measurements will be made on the core once it has been transported to the Company's warehouse in Windhoek and detailed structural measurements will also be recorded to assist with upgrading the geological model for the area, this work will be completed by the Company's geologists. The Company is in the process of obtaining a resource statement for Malachite Pan from an external consultant, which should be completed in Q4 2011.

 

A regional programme to explore remaining potential on the Witvlei Project is currently being planned. Previous exploration programmes by the Company (and, historically, by third parties) have largely focussed on the known copper occurrences, with little work on regional targets that might not have been detected by conventional surface soil geochemistry. The main focus of the regional targeting is a revised structural interpretation of the area.

 

Ubib Copper/Gold Project ('Ubib')

 

The Ubib Copper/Gold Project is located 15km south-west of Namibia's longest producing gold mine, the four million ounce Navachab Gold Mine, owned by AngloGold Ashanti.

 

The recently completed soil sampling programme at Ubib covered the Tsawichas target, a consistent ground magnetic anomaly over a 2.5km strike length, which correlates well with previous regional gold in soil sampling results, rock chip sampling of outcrop and limited drilling carried out by the Company in 2008. A total of 1,624 samples have been dispatched for analysis by Genalysis Laboratory Services in Perth, Australia.

 

The soil sampling programme covered the priority part of the ground magnetic survey area at 50m line and 25m sample spacing and is anticipated that the results will indicate whether the gold in soil anomaly is consistent over the entire 2.5km strike length of the magnetic anomaly and whether there are additional drill targets worth testing immediately or after additional ground geophysics (e.g. induced polarisation geophysical imaging to identify subsurface materials).

 

Reconnaissance soil sampling and mapping at the Bergrus and Tsawisis targets, approximately 25km southwest of the Tsawichas target, is expected to be completed in September 2011.

 

Brandberg Energy - JV with Extract Resources Limited ('Extract')

 

Work to date has involved interpretation of regional data acquired by Extract and a reconnaissance field visit to assess the area, by mapping out areas of outcrop and overburden, for future ground geophysical surveys. Access to the licence areas is good.

The main target is for secondary uranium mineralisation hosted within concealed calcretised palaeochannels that drain known primary uranium bearing lithologies in the area.

 

The reconnaissance visit highlighted a number of historical sampling pits, some of which show evidence of secondary uranium mineralisation in the exposed spoil and percussion drill hole collars. Results for the historical exploration work are not known.

 

New Licences

 

Hero

 

Exploration at the Hero Project, prospective for base and precious metals, is targeting extensions to the extensively mineralised Northern Marginal Zone and Northern Platform areas of the Damaran Belt in northern Namibia. The project lies to the east of known deposits at Tsumeb, Kombat, Berg Aukas and Khusib Springs, amongst others.

 

Regional 200m line spacing airborne magnetic data, conducted by the Namibian Geological Survey indicates that numerous structures of the Damaran rock units continue under the Kalahari cover sequences and also that the Kalahari sequences are not as thick as previously interpreted.

 

An airborne electromagnetic survey (VTEM system) was flown by the government of the Republic of Namibia in 2008 and the data is in the process of being acquired by the Company. The VTEM survey covers approximately 40% of the project area and will be used to target areas for future ground geophysical surveys prior to drill testing.

 

The Company is reprocessing the airborne magnetic data prior to a full data interpretation.

 

Kamkas

 

The Kamkas Project is targeting base and precious metals mineralisation in an area underlain by extensive Neoproterozoic Nama Group sediments. The targeting was based on anomalous base and precious metals (Cu, Zn, Pb, Ag) values obtained from the drilling of a water borehole in the area in the last five years, the location of which falls on the boundary of a distinctive deep-seated magnetic feature which occurs at the intersection of numerous regional structural lineaments.

 

Repeat tests of drill cuttings, (conducted in 2011) from the historic hole did not support the previous analysis and reported no significant results.

 

The Company is to conduct a relatively low cost reconnaissance exercise, including geophysics down the existing water borehole and water sampling from regional water bores.

 

Mozambique

 

The Company recently signed two JVs in regard to its Mozambican assets in order to accelerate development of the licences and deliver value to shareholders.

 

Monte Muande - JV with Baobab Resources plc ('Baobab')

 

Baobab is advancing the development of the Monte Muande project in the Tete province of Mozambique, which is prospective for magnetite/phosphorus, base and precious metals.

 

An iron and phosphate exploration target of 200Mt-250Mt has been published, which demonstrates the potential of the project, and the shallow depth of the current modelling suggests that further mineralisation may be delineated following deeper drilling programmes.

 

A diamond drilling programme of approximately 2,000 metres is under way with approximately 1,250 metres completed. Results are expected in October.

 

Further details relating to the agreement between North River and Baobab are set out in the announcement dated 15 November 2010.

 

Mavuzi - JV with Jacana Resources Limited ('Jacana')

 

The Mavuzi licence is prospective for uranium and rare earth elements ('REEs') and covers 54,580ha in the Tete province of Mozambique. The licence hosts the Castro and Inhatobui targets as well as the previously producing Mavuzi and Castro uranium mines, where the initial discovery of uranium in 1948 resulted in the reported production of 50 tonnes of uranium between 1948 and 1950, with uranium mining continuing until 1974.

 

A work programme was initiated in May 2011 by Jacana. This anticipated re-establishing the exploration grid over the undrilled Castro and Inhatobui targets through rock chip sampling of outcropping mineralisation and lithological sampling of all exposed lithologies.

 

The Mavuzi and Mavuzi East Fault Zones, being the currently known hosts for uranium mineralisation, will initially form the principal target areas. Jacana will conduct systematic sediment sampling initially in the environs of the Mavuzi historic mine but ultimately to cover the entire licence, in order to delineate potentially mineralised targets outside the vicinity of the Mavuzi Fault and the Mavuzi East Zone.

 

Further details relating to the agreement between North River and Jacana are set out in the announcement dated 2 February 2011.

 

Outlook

 

The comprehensive work programme that we initiated at the beginning of 2011 is continuing, and we look forward to the receipt of further results. The progress at Namib is very encouraging as is the preliminary metallurgical work at Dordabis.

 

The Company anticipates further results from development work at Dordabis, Witvlei and Namib during Q4 2011, as well as results from the numerous exploration programmes currently underway.

 

David Steinepreis

Managing Director

2 September 2011

 

For further information please visit www.northriverresources.com or contact:

 

David Steinepreis

North River Resources Plc

Tel: +44 (0) 79 1340 2727

Luke Bryan

North River Resources Plc

Tel: +44 (0) 20 7292 9110

Guy Wilkes

Ocean Equities Ltd

Tel: +44 (0) 20 7784 4370

Stuart Faulkner

Strand Hanson Limited

Tel: +44 (0) 20 7409 3494

David Altberg

Strand Hanson Limited

Tel: +44 (0) 20 7409 3494

Hugo de Salis

St Brides Media & Finance Ltd

Tel: +44 (0) 20 7236 1177

Susie Geliher

St Brides Media & Finance Ltd

Tel: +44 (0) 20 7236 1177

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM 1 JANUARY 2011 TO 30 JUNE 2011

 

Unaudited

Period from 1 January to 30 June 2011

Unaudited

Period from

1 January to 30 June 2010

Audited Period from

1 July 09 to 31 Dec 2010

Note

£

£

£

CONTINUING OPERATIONS

Other operating income

-

-

6,991

Exploration expenditure

(712,864)

(319,341)

(1,393,181)

Administrative expenses before share based payments

(602,561)

(939,596)

(1,611,209)

Share based payments

9

(94,425)

(859,110)

(4,392,870)

 

Total administrative expenses

(696,986)

 

(1,798,706)

(6,004,079)

OPERATING LOSS

(1,409,850)

(2,118,047)

(7,390,269)

Interest paid on short term borrowings

-

(13,397)

(30,394)

Interest received on bank deposits

24,827

4,548

23,245

 LOSS BEFORE TAX

(1,385,023)

(2,126,896)

(7,397,418)

Taxation

-

-

-

LOSS FOR THE PERIOD

(1,385,023)

(2,126,896)

(7,397,418)

OTHER COMPREHENSIVE INCOME:

Currency translation gain / (loss)

25,400

(179,031)

82,643

TOTAL COMPREHENSIVE LOSS FOR THE PERIOD

(1,359,623)

(2,305,927)

(7,314,775)

Loss per share

Basic and diluted - pence per share

3

(0.21p)

(0.36p)

(1.62p)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2011

 

Unaudited

as at

Unaudited

as at

Audited

as at

30 June 11

 30 June 10

 31 Dec 10

Note

£

£

£

NON-CURRENT ASSETS

Goodwill

4

7,831,768

7,879,688

7,831,768

Intangible assets

5

200,958

214,636

202,108

Property, plant and equipment

6

271,837

187,141

184,782

8,304,563

8,281,465

8,218,658

CURRENT ASSETS

Trade and other receivables

140,022

102,986

108,756

Cash and cash equivalents

5,217,281

4,750,144

3,536,920

5,357,303

4,853,130

3,645,676

TOTAL ASSETS

13,661,866

13,134,595

11,864,334

CURRENT LIABILITIES

Trade and other payables

224,726

249,472

136,996

Convertible loan notes

-

250,000

-

224,726

499,472

136,996

NET ASSETS/(LIABILITIES)

13,437,140

12,635,123

11,727,338

EQUITY

Called up share capital

7

1,402,400

1,192,400

1,192,400

Share premium account

7

16,968,767

14,198,148

14,203,767

Option premium reserve

4,642,070

2,741,412

4,547,645

Translation reserve

108,043

(158,279)

82,643

Retained earnings

(9,684,140)

(5,338,558)

(8,299,117)

TOTAL EQUITY

13,437,140

12,635,123

11,727,338

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD FROM 1 JANUARY 2011 TO 30 JUNE 2011

 

Issued capital

Share premium

Retained earnings

Option reserve

Translation reserves

Total

£

£

£

£

£

£

PERIOD FROM 1 JANUARY 2011 TO 30 JUNE 2011 (UNAUDITED)

At 31 Dec 2010

1,192,400

14,203,767

(8,299,117)

4,547,645

82,643

11,727,338

Loss for the period

-

-

(1,385,023)

-

-

(1,385,023)

Other comprehensive income

Exchange gains

-

-

-

-

25,400

25,400

Total comprehensive income for the period

-

-

(1,385,023)

-

25,400

(1,359,623)

Shares issued

210,000

2,940,000

-

-

-

3,150,000

Share issue expenses

-

(175,000)

-

-

-

(175,000)

Share based payment charge

-

-

-

94,425

-

94,425

At 30 June 2011

1,402,400

16,968,767

(9,684,140)

4,642,070

108,043

13,437,140

PERIOD FROM 1 JANUARY 2010 TO 30 JUNE 2010 (UNAUDITED)

At 31 Dec 2009

1,188,000

14,136,548

(3,211,662)

1,882,302

20,752

14,015,940

Loss for the period

-

-

(2,126,896)

-

-

(2,126,896)

Other comprehensive income

Exchange gains

-

-

-

-

(179,031)

(179,031)

Total comprehensive income for the period

-

-

(2,126,896)

-

(179,031)

(2,305,927)

Shares issued

4,400

61,600

-

-

-

66,000

Share issue expenses

-

-

-

-

-

-

Share based payment charge

-

-

-

859,110

-

859,110

At 30 June 2010

1,192,400

14,198,148

(5,338,558)

2,741,412

(158,279)

12,635,123

PERIOD FROM 1 JULY 2009 TO 31 DECEMBER 2010 (AUDITED)

At 30 June 2009

68,000

481,238

(901,699)

154,775

-

(197,686)

Loss for the period

-

-

(7,397,418)

-

-

(7,397,418)

Other comprehensive income

Exchange gains

-

-

-

-

82,643

82,643

Total comprehensive income for the period

-

-

 

(7,397,418)

-

 

82,643

 

(7,314,775)

Shares issued

1,124,400

14,541,600

-

-

-

15,666,000

Share issue expenses

-

(819,071)

-

-

-

(819,071)

Share based payment charge

-

-

-

4,392,870

-

4,392,870

At 31 December 2010

1,192,400

14,203,767

(8,299,117)

4,547,645

82,643

11,727,338

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM 1 JANUARY 2011 TO 30 JUNE 2011

 

Unaudited

Unaudited

Audited

Period from

1 January 11 to 30 June 11

period from

 1 January10 to 30 June 10

Period from

1 July 09 to 31 Dec 10

Note

£

£

£

Cash flows from operating activities

Operating loss

(1,409,850)

(2,118,047)

(7,390,269)

Adjustments:

Depreciation and amortisation charges

53,986

41,364

111,483

Share based payments

94,425

859,110

4,392,870

Foreign exchange

-

(2,321)

-

(1,261,439)

(1,219,894)

(2,885,916)

Movement in working capital

(Increase) / decrease in debtors

(31,266)

(60,883)

(108,756)

Increase / (decrease) in creditors

87,730

(65,069)

(95,768)

Net movements in working capital

56,464

(125,952)

(204,524)

Net cash outflow from operating activities

(1,204,975)

(1,345,846)

(3,090,440)

Cash flows from investing activities

Sale / (purchase) of intangible fixed assets

22,182

(3,513)

(78,530)

Cash gained on acquisition of subsidiaries

-

-

138,770

Purchase of property, plant and equipment

153,801

(19,637)

(57,524)

Net cash inflow / (outflow) from investing activities

175,983

 

(23,150)

2,716

Cash flow from financing activities

Repayments of convertible notes

-

(250,000)

(750,000)

Proceeds from issue of convertible notes

-

-

600,000

Issued shares

3,150,000

-

7,500,000

Issue expenses

(175,000)

-

(819,071)

Interest paid

-

(13,397)

(30,394)

Interest received

24,827

4,548

23,245

Net cash inflow / (outflow) from financing activities

2,999,827

 

(258,849)

6,523,780

Increase / (decrease) in cash and cash equivalents

1,970,835

 

(1,627,845)

3,436,056

Cash and cash equivalents at beginning of the year

 

 

3,536,920

 

6,557,020

35,078

Exchange (loss) / gain on cash

(290,474)

(179,031)

65,786

Cash and cash equivalents at end of the year

 

 

5,217,281

 

4,750,144

3,536,920

 

Cash and cash equivalents comprise cash on hand and bank balances.

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM 1 JANUARY 2011 TO 30 JUNE 2011

 

1. BASIS OF PREPARATION

 

The condensed consolidated financial statements are prepared in accordance with the International Financial Reporting Standard 34, Interim Financial Reporting.

 

These interim results for the six months ended 30 June 2011 are unaudited and do not constitute statutory accounts as defined in section 434 of the Companies Act 2006. They have been prepared using accounting bases and policies consistent with those used in the preparation of the financial statements of the Company and the Group for the 18 month period ended 31 December 2010. The financial statements for the 18 months ended 31 December 2010 have been delivered to the Registrar of Companies and the auditors' report on those financial statements was unqualified and did not contain a statement made under Section 498(2) or Section 498(3) of the Companies Act 2006.

 

2. SEGMENT REPORTING

 

For the purposes of segmental information, the operations of the Group are focused in the United Kingdom, Namibia and Mozambique and comprise one class of business: the exploration and evaluation of mineral resources.

 

The Company acts as a holding company.

 

The Group's operating loss for the period arose from its operations in the United Kingdom, Namibia and Mozambique. In addition, all the Group's assets are based in the United Kingdom, Namibia and Mozambique.

 

Geographical Segment - Group 30 June 2011 (UNAUDITED)

 

 

United Kingdom

Namibia

Mozambique

Total

 

£

£

£

£

 

Other income

-

-

-

-

 

Exploration expenditure

(211,876)

(486,620)

(14,369)

(712,865)

 

Administration expenses

(473,253)

(129,307)

-

(602,560)

 

Interest paid

-

-

-

-

 

Interest received

19,142

5,685

-

24,827

 

Share based payments

(93,225)

(1,200)

-

(94,425)

 

 

Loss before taxation

 

(759,212)

 

(611,442)

 

(14,369)

 

(1,385,023)

 

Trade and other receivables

46,425

93,597

-

140,022

 

Cash and cash equivalents

4,179,749

1,037,532

-

5,217,281

 

Accrued expenditure and provisions

(102,038)

(122,688)

-

(224,726)

 

Goodwill

7,831,768

-

-

7,831,768

 

Intangible assets

1,363

23,086

176,509

200,958

 

Property plant and equipment

21,757

250,080

-

271,837

 

 

Net assets

 

11,979,024

 

1,281,607

 

176,509

 

13,437,140

 

 

Geographical Segment - Group 30 June 2010 (UNAUDITED)

 

United Kingdom

Namibia

Mozambique

Total

£

£

£

£

Other income

-

-

-

-

Exploration expenditure

(101,634)

(497,113)

-

(598,747)

Administration expenses

(560,570)

(99,620)

-

(660,190)

Interest paid

(13,397)

-

-

(13,397)

Interest received

2,487

2,061

-

4,548

Share based payments

(859,110)

-

-

(859,110)

 

Loss before taxation

 

(1,532,224)

 

(594,672)

 

-

 

(2,126,896)

Trade and other receivables

58,877

44,109

-

102,986

Cash and cash equivalents

4,735,785

14,359

-

4,750,144

Accrued expenditure and provisions

(111,073)

(138,399)

-

(249,472)

Goodwill

7,879,688

-

-

7,879,688

Intangible assets

169,485

45,151

-

214,636

Property plant and equipment

-

187,141

-

187,141

Convertible loan notes

(250,000)

-

-

(250,000)

 

Net assets

 

12,482,762

 

152,361

 

-

 

12,635,123

 

Geographical Segment - Group 31 December 2010 (AUDITED)

 

United Kingdom

Namibia

Mozambique

Total

£

£

£

£

Other income

-

6,991

-

6,991

Exploration expenditure

-

(1,370,768)

(22,413)

(1,393,181)

Administration expenses

(1,240,161)

(371,048)

-

(1,611,209)

Interest paid

(30,394)

-

-

(30,394)

Interest received

18,943

4,302

-

23,245

Share based payments

(4,368,109)

(24,761)

-

(4,392,870)

 

Loss before taxation

 

(5,619,721)

 

(1,755,284)

 

(22,413)

 

(7,397,418)

Trade and other receivables

37,619

71,137

-

108,756

Cash and cash equivalents

3,446,322

90, 598

-

3,536,920

Accrued expenditure and provisions

(72,682)

(64,314)

-

(136,996)

Goodwill

7,831,768

-

-

7,831,768

Intangible assets

1,758

30,865

169,485

202,108

Property plant and equipment

-

184,782

-

184,782

 

Net assets

 

11,244,785

 

313,068

 

169,485

 

11,727,338

 

 

At 30 June 2011, the Group had not commenced commercial production from its explorations sites and therefore had no turnover for the period. In the period to 31 December 2010 other income relates to the sale of scrap metal arising from the removal of the old mine head at the Namib Lead and Zinc mine in Namibia.

 

3. LOSS PER SHARE

 

Loss for the period from continuing operations

£

Weighted average number of shares

Loss per share

 

Basic - pence per share

 

Six months ended 30 June 2011 (Unaudited)

 

(1,385,023)

 

646,780,568

 

(0.21) pence

 

Six months ended 30 June 2010 (Unaudited)

 

(2,126,896)

 

595,442,623

 

(0.36) pence

 

Eighteen months ended 31 December 2010

 

(7,397,418)

 

455,357,377

 

(1.62) pence

 

Options in issue are not considered diluting to the earnings per share as the Group is currently loss making.

 

4. GOODWILL AND BUSINESS COMBINATIONS

 

In accordance with the Share Purchase Agreement (dated 5 October 2009) entered into with Kalahari Gold Ltd, Kalahari Diamonds Ltd and Kalahari Minerals plc, the Company acquired, on 20 November 2009, the entire issued share capital in, and the shareholder loans to, West Africa Gold Exploration (Namibia) (Pty) Ltd ('WAGE') and Namib Lead and Zinc Mining (Pty) Ltd ('Namib Lead'), formerly Craton Diamonds (Pty) Ltd. The consideration paid by the Company for these two Namibian entities and the shareholder loans was satisfied by the allotment of 266,666,667 Ordinary shares of £0.002 ('Ordinary shares') each at 3 pence per Ordinary share.

 

Name of company

 

Country

 

Holding

Portion held

Nature of business

West Africa Gold Exploration (Namibia) (Pty) Ltd

Namibia

Ordinary shares

100%

Exploration and mining

Namib Lead and Zinc Mining (Pty) Ltd

Namibia

Ordinary shares

100%

Exploration and mining

The combined loss for WAGE and Namib Lead since the acquisition date and included in the Consolidated Statement of Comprehensive Income for the reporting period is £1,864,916.

 

The acquisition of the two Namibian entities has been accounted for using acquisition accounting ("the purchase method"). The aggregate assets and liabilities were as follows:

 

Book and fair values

£

£

Non-current assets

Intangible assets

62,767

Property, plant and equipment

158,966

221,733

Current assets

Trade and other receivables

143,582

Cash and cash equivalents

138,770

282,352

Current liabilities

Trade and other payables

(325,528)

Total net current assets

178,557

Non-current liabilities

Borrowings from shareholder and related parties

(9,789,050)

Net assets acquired

(9,610,493)

Stakeholder loans acquired

9,844,725

Total assets acquired

234,232

Goodwill arising on acquisition

7,765,768

Additional goodwill from acquisition of royalty contracts (note a)

66,000

Total goodwill

7,831,768

Cost of acquiring WAGE and Namib Lead

8,000,000

Costs of acquiring royalty contracts (note a)

66,000

8,066,000

Satisfied by:

Shares issued as consideration shares

8,066,000

Note a:

 

Following the acquisition of WAGE, on 2 March 2010, the Company issued 2,200,000 Ordinary shares at 3 pence per Ordinary share to two individuals in exchange for the royalty contracts of WAGE's future earnings owned by the individuals.

 

It is the Directors' view that whilst the acquisition of the royalty contracts increases the value of WAGE to the Group no separately identifiable asset has been created, accordingly an increase to goodwill has been recognised.

 

Goodwill impairment

 

The Directors are of the opinion that the Goodwill acquired in respect of WAGE and Namib Lead in November 2009 represents the value of the Licence Areas held by WAGE and Namib Lead at 30 June 2011. At the time of the acquisition of WAGE and Namib Lead, the Licence Areas were subject to an external review by MSA Geosciences of South Africa whose employee Mike Venter acted as a Competent Person, as disclosed in the AIM re-admission document.

 

The continued exploration and development work within the Licence Areas since acquisition has not revealed anything that would suggest that there has been a value change to the Goodwill position set out in the AIM listing document.

 

In reviewing the Goodwill value, it is noted that the commodity prices for the commodities that WAGE and Namib Lead are exploring for in Namibia have increased since November 2009. Copper prices have moved from approximately US$6,500 per tonne in November 2009 to approximately US$9,500 per tonne in June 2011 as well as the increase in gold, lead and zinc prices over that time.

 

On the date the Licence Areas were acquired, the Goodwill was allocated to the exploration areas in proportion to the historic exploration costs associated with the areas. See below. Management consider this to be an appropriate basis on which to recognise the goodwill purchased.

 

Goodwill ascribed to areas

30 June 2011

£

WAGE

Witvlei Copper

4,719,300

Dordabis Copper

1,983,634

6,702,934

 

Namib Lead

Namib Lead- mine

1,036,052

Ubib

92,782

 Total

 

7,831,768

 

 

5. INTANGIBLE ASSETS

 

 

Exploration licences

Software

 

Total

£

£

£

COST

At 30 June 2009

-

-

-

Acquired with subsidiaries

119,384

21,668

141,052

Additions in the period

169,654

-

169,654

Disposals in the period

-

(469)

(469)

At 31 December 2009

289,038

21,199

310,237

Additions in the period

3,513

3,513

Disposals in the period

-

-

-

Effects of movement in foreign exchange

1,246

250

1,496

At 30 June 2010 (Unaudited)

290,284

24,962

315,246

Additions in the period

870

8175

9,045

Disposals in the period

(1,198)

(79)

(1,277)

Effects of movement in foreign exchange

15,131

(622)

14,509

At 31 December 2010 (Audited)

305,087

32,436

337,523

Additions in the period

7,023

15,159

22,182

Disposals in the period

-

-

-

Effects of movement in foreign exchange

(5,712)

(579)

(6,291)

At 30 June 2011 (Unaudited)

306,398

47,016

353,414

DEPRECIATION

At 30 June 2009

-

-

-

Acquired with subsidiaries

65,253

8,985

74,238

Charge for the period

5,352

1,736

7,088

Disposals in the period

-

(469)

(469)

At 31 December 2009

70,605

10,252

80,857

Charge for the period

14,901

3,549

18,450

Disposals in the period

-

-

-

Effects of movement in foreign exchange

1,108

195

1,303

At 30 June 2010 (Unaudited)

86,614

13,996

100,610

Charge for the period

19,550

5,970

25,520

Disposals in the period

(1,198)

(79)

(1,277)

Effects of movement in foreign exchange

8,396

2,166

10,562

At 31 December 2010 (Audited)

113,362

22,053

135,415

Charge for the period

16,015

6,179

22,194

Disposals in the period

-

-

-

Effects of movement in foreign exchange

(4,389)

(764)

(5,153)

At 30 June 2011 (Unaudited)

124,988

27,468

152,456

 

NET BOOK VALUE

At 30 June 2011 (Unaudited)

181,410

19,548

200,958

At 30 June 2010 (Unaudited)

203,670

10,966

214,636

At 31 December 2010 (Audited)

191,725

10,383

202,108

 

 

6. PROPERTY, PLANT AND EQUIPMENT

 

 

Plant & machinery

 

Fixtures & fittings

Motor vehicles

Total

£

£

£

£

COST

At 30 June 2009

-

-

-

-

On acquisition of subsidiary

32,835

55,394

184,040

272,269

Additions in period

168

-

28,223

28,391

Disposals in the period

-

(9,348)

-

(9,348)

At 31 December 2009

33,003

46,046

212,263

291,312

Additions in period

17,473

2,164

-

19,637

Disposals in the period

-

-

-

-

Effects of movement in foreign exchange

1,027

534

2,212

3,773

At 30 June 2010 (Unaudited)

51,503

48,744

214,475

314,722

Additions in period

4,741

5,848

-

10,589

Disposals in the period

(4,121)

(8,193)

-

(12,314)

Effects of movement in foreign exchange

5,896

(6,101)

27,134

26,929

At 31 December 2010 (Audited)

58,019

40,298

241,609

339,926

Additions in period

40,124

26,410

87,266

153,800

Disposals in the period

-

-

(47,885)

(47,885)

Effects of movement in foreign exchange

(1,462)

(1,294)

(13,495)

(16,251)

At 30 June 2011 (Unaudited)

96,681

65,414

267,495

429,590

DEPRECIATION

At 30 June 2009

-

-

-

-

Accumulated depreciation on acquisition of subsidiary

16,617

32,575

55,341

 

104,533

Charge for the period

1,482

1,932

3,972

7,386

Disposals in the period

-

(8,897)

-

(8,897)

At 31 December 2009

18,099

25,610

59,313

103,022

Charge for the period

5,079

5,613

12,222

22,914

Disposals in the period

-

-

-

-

Effects of movement in foreign exchange

315

407

923

1,645

At 30 June 2010 (Unaudited)

23,493

31,630

72,458

127,581

Charge for the period

8,074

5,649

16,402

30,125

Disposals in the period

-

(3,117)

-

(3,117)

Effects of movement in foreign exchange

1,650

(7,972)

6,877

555

At 31 December 2010 (Audited)

33,217

26,190

95,737

155,144

Charge for the period

10,344

5,449

15,999

31,792

Disposals in the period

-

-

(47,885)

(47,885)

Effects of movement in foreign exchange

(1,151)

(971)

20,824

18,702

At 30 June 2011 (Unaudited)

42,410

30,668

84,675

157,753

NET BOOK VALUE

At 30 June 2011 (Unaudited)

54,271

34,746

182,820

271,837

At 30 June 2010 (Unaudited)

28,010

17,114

142,017

187,141

At 31 December 2010 (Audited)

24,802

14,108

145,872

184,782

 

 

7. ORDINARY SHARES

 

Authorised:

 

Number

 

Class

 

Nominal value

Unaudited

At 30 June

2011

£

Unaudited

At 30 June

2010

£

Audited

At 31 Dec

2010

£

5,000,000,000

Ordinary

0.2p

10,000,000

10,000,000

10,000,000

 

Allotted, issued and fully paid:

 

Number

 

Class

 

Nominal value

Unaudited

At 30 June

2011

£

Unaudited

At 30 June

2010

£

Audited

At 31 Dec

2010

£

701,200,000

Ordinary

0.2p

1,402,400

1,192,400

1,192,400

 

 

Date of issue

Detail of issue

Number of Ordinary shares

Share capital

Share premium

£

£

26-Aug-09

Consolidation of capital (0.002p)

34,000,000

68,000

481,238

24-Sep-09

Placement to provide working capital

40,000,000

80,000

320,000

24-Sep-09

Placement - Mozambique licences

10,000,000

20,000

80,000

09-Oct-09

Conversion of convertible notes

10,000,000

20,000

80,000

20-Nov-09

Consideration to Kalahari Diamonds

21,666,667

43,333

606,667

20-Nov-09

Consideration to Kalahari Gold

245,000,000

490,000

6,860,000

20-Nov-09

Placement to provide working capital

233,333,333

466,667

6,533,333

18-Feb-10

Issue to purchase Royalty contracts

2,200,000

4,400

61,600

Cost of issuing capital in the period

-

-

(819,071)

As at 31 Dec 2010

596,200,000

1,192,400

14,203,767

12-April-11

Placement to provide working capital

105,000,000

210,000

2,940,000

Cost of issuing capital in the period

-

-

(175,000)

 

As at 30 June 2011

701,200,000

1,402,400

16,968,767

 

In the period from 1 January 2011 to 31 June 2011 the following Ordinary share issues occurred:

 

On 12 April 2011 105,000,000 Ordinary shares were placed in the market to raise £3,150,000 in share capital. Cash placement costs were £175,000 resulting in an increase in working capital of £2,975,000. The placing increases the number of Ordinary shares in issue at 30 June 2011 to 701,200,000.

 

8. SUBSIDIARY ENTITIES

 

The financial statements include the following group companies:

 

Company

Country of Incorporation

Holding

Nature of business

 

NRR Energy Minerals Limited

United Kingdom

100%

Inactive

NRR Mozambique Limited

United Kingdom

100%

Inactive

West Africa Gold Exploration (Namibia) (Pty) Ltd

Namibia

100%

Exploration and mining

Namib Lead and Zinc Mining (Pty) Ltd

Namibia

100%

Exploration and mining

North River Resources Namibia (Pty) Ltd

Namibia

100%

Administration

North River Resources (Mavusi) Limitada

Mozambique

100%

Inactive

North River Resources (Murrupula) Limitada

Mozambique

100%

Inactive

North River Resources Pty Ltd Note 1

Australia

100%

Inactive

North River Resources Ltd Note 2

Isle of Man

100%

Dormant

North River Minerals Ltd Note 2

Isle of Man

100%

Dormant

 

 

Note 1: Company was closed in 2010

Note 2: Incorporated and closed within the period 30 June 2009 to 31 December 2010 with no activity.

 

The acquisition of WAGE and Namib Lead is covered in detail under Note 5 'Goodwill and Business Combinations'.

 

NRR Energy Minerals Limited and NRR Mozambique Limited were established in October and December 2010 respectively as wholly owned subsidiaries of North River Resources plc. They have not traded.

 

9. SHARE BASED PAYMENTS

 

Share options outstanding

 

Unaudited

6 months ended

30 June 2011

Unaudited

6 months ended

30 June 2010

Audited

18 months ended

31 Dec 2010

Opening balance

117,200,000

99,000,000

3,000,000

Issued in the period

-

18,900,000

114,900,000

Cancelled in the period

-

-

(700,000)

 

Closing balance

 

117,200,000

 

117,900,000

 

117,200,000

 

Details of share options outstanding at 30 June 2011:

 

Date of grant

Number of options

Option price p

Exercisable between

27 December 2006

3,000,000

10p

27/12/06 - 27/12/11

24 September 2009

61,000,000

5p

24/09/09 - 30/06/14

24 September 2009

10,000,000

10p

24/09/09 - 30/06/14

12 October 2009

10,000,000

5p

12/10/09 - 30/06/14

23 November 2009

15,000,000

5p

23/11/09 - 23/11/14

3 February 2010

4,725,000

7.5p

03/02/10 - 01/02/13

3 February 2010

4,725,000

7.5p

01/02/11 - 01/02/13

3 February 2010

4,725,000

10p

03/02/10 - 01/02/15

3 February 2010

4,725,000

10p

01/02/11 - 01/02/15

 

The share options issued in 2006 were fully expensed in prior periods.

 

The cost of equity settled transactions with employees is measured by reference to the fair value at the date on which they were granted and is recognised as an expense over the vesting period, which ends on the date the employee becomes fully entitled to the award. Included within administration expenses for the 6 months to 30 June 2011 is a charge of £94,425, representing the expense related to options granted and still to vest.

 

Additional disclosure information

 

Weighted average exercise price of share options:

- outstanding at the beginning of the period

6.2 pence

- granted during the period

nil pence

- outstanding at the end of the period

6.2 pence

- exercisable at the end of the period

6.2 pence

Weighted average remaining contractual life of share options outstanding at the end of the period

2.8 years

 

10. CONTROL

 

No one party is identified as controlling the Company.

 

11. EXPLORATION EXPENDITURE COMMITMENTS

 

Restoration commitments

 

The Company has no obligations to undertake any rehabilitation or restoration activity on the licences currently held.

 

Joint Venture agreement with Extract Resources Ltd

 

An agreement has been signed with Extract Resources Ltd ('Extract') relating to their respective wholly-owned subsidiaries, Extract Resources (Namibia) (Proprietary) Ltd ('Extract Namibia'), NRR Energy Minerals Limited ('NRR Energy') and WAGE.

 

Under the Agreement, subject to the satisfaction of certain conditions, NRR Energy will subscribe US$800,000, so that each of Extract and NRR Energy will hold a 50% interest in Extract Namibia. The principal assets of Extract Namibia are EPL 3327 and EPL 3328, pursuant to which Extract Namibia has the rights to explore for nuclear fuel minerals. Located west and north respectively of the historic tin mining centre of Uis in western Namibia, previous exploration activity, undertaken by Extract Namibia, has shown that these licences have the potential to host secondary uranium deposits associated with palaeodrainages of the Orawab and Ugab ephemeral river systems. The Subscription Funds will be used by Extract Namibia to expedite further uranium exploration on these licences.

 

The Agreement also allows for the formation of a 50/50 unincorporated joint venture between WAGE and Extract in relation to the nuclear fuel rights (if granted) in respect of EPL 3139. WAGE is the sole legal holder of EPL 3139 in Namibia and has applied for the rights to explore for nuclear fuel minerals in respect of this licence. The nuclear fuel rights for EPL 3139 have yet to be granted. Subject to the terms of the Agreement, WAGE and Extract have agreed that if WAGE is granted the nuclear fuel rights for EPL 3139, and subject to obtaining any necessary approvals and consents required for the transaction under the Namibian Minerals Act, WAGE and Extract will form an unincorporated 50/50 joint venture in respect of these nuclear fuel rights ('Joint Venture'). Once the Joint Venture is formed, WAGE is obligated to fund the first US$500,000 exploration for nuclear fuels in relation to EPL 3139 activities.

 

Existing Exploration Licences in Namibia

 

The Group has a number of exploration licences in Namibia. There is a commitment to spend £3,780,000 on these licences through 2011 and into 2014. There is scope in the Mines and Minerals Act for expenditure to be altered by the Company and still keep the licences in good standing. The commitments are based on a positive outcome for all stages of work within the period of tenure of each licence. It should also be noted that if the project has negative results in the first 6 months of the licence tenure - then the project can be terminated without further expenditure.

 

Existing Exploration Licences in Mozambique

 

The Group has a number of exploration licences in Mozambique. Under Joint Venture agreements our Joint Venture partners are committed to cover the cost of exploration for the foreseeable future.

 

12. POST BALANCE SHEET EVENTS

 

There are no post balance sheet events to report.

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