Interim Results

Centurion Resources Plc / Index: AIM / Epic: CEN / Sector: Natural Resources

30 November 2012

Centurion Resources Plc ('Centurion' or 'the Company')

Interim Results

Centurion Resources plc, the AIM listed resource exploration and development company, announces its unaudited interim results for the six month period ended 31 August 2012.

Overview

·; Successful admission on AIM and successful raising of £1 million at 1 pence

·; Acquired the 33 sq km Mitterberg Copper Licences in the Mitterberg district of Salzburg, Austria

·; Exploration target of 11.0Mt-11.7Mt with a grade range of 1.0%-1.15% copper

·; Defined development programme to further delineate mineralisation - believed to continue to the east & below thereby expanding the existing target

·; Continued evaluation of synergistic resource assets

·; Experienced Board with extensive experience in developing and managing resource projects up the development curve

Chairman's Statement

I am delighted to report that this past six month period has culminated in Centurion's listing on AIM. Our management team has a breadth of experience in the natural resources sector, and has been working hard to identify prospective projects that fulfill our stringent investment criteria. In line with this, I am confident that our first project, the 33 sq km Mitterberg Copper Project ('Mitterberg' or 'the Project') located in the historic Mitterberg district of Salzburg, Austria, provides the Company with a solid foundation that offers shareholders an ideal opportunity to gain exposure to the highly prospective natural resource sector.

The Project, which includes a historically producing high grade copper mine, is located in an area of significant mineralisation in Austria with the Mitterberg district estimated to contain the largest copper concentration in the Eastern Alps. The Mitterberg Copper Project was previously mined on a commercial scale in the 1970s, with approximately 120,000 tonnes of copper believed to have been extracted to date. Plentiful historic data has provided us with a strong understanding of the mineral-rich area and a current calculated exploration target of 11.0Mt-11.7Mt grading between 1.0%-1.15% copper for the Project. Additionally, the level of historical mining in the area demonstrates the presence of a well mineralised system and consequently our consultants, Al Maynard & Associates Pty Limited ('AM&A'), is of the firm opinion that potential exists to develop a JORC Code compliant copper mineral resource estimate below and to the west of the current mine workings.

On the back of these positive findings from AM&A, we now plan to implement an exploration programme to develop this asset. In tandem with our listing, we successfully raised £1 million before expenses by way of a placing which provides us with a solid cash position to enable us to get work underway.

It is the Directors' belief that the previously mined western area extends and possibly dips upwards towards the surface in the east and therefore the Board intends to initially survey and then develop a work programme to drill the eastern portion of this western extension to verify this. We look forward to announcing further details of this in the near term.

In addition, the funds will be used to evaluate additional resource projects. Our Board of Directors and management team has a strong network of contacts in the European mining space which will enable us to target areas of prospectivity and I look forward to the opportunities this will create.

Financials

For the six months ended 31 August 2012, we are reporting a pre-tax loss of £128,807 (31 August 2011: £232,832). The Company's net cash balances as at 31 August 2012 were £64,687 (31 August 2011: £126,044).

In November we successfully raised £1 million by way of a placing and subscription. The Group's cash position currently stands at £834,000.

I would like to take this opportunity to thank our shareholders for their patience, as well as our Board and management team for their hard work, and I look forward to updating shareholders in due course as we look to build value in the Company over the months ahead.

Peter Landau

Chairman

29 November 2012

For further information see www.centurionresources.com or contact the following:

Condensed Statement of Comprehensive Income

For the period ended 31 August 2012

Condensed Balance Sheet

As at 31 August 2012

Condensed Statement of Changes in Equity

Condensed Cash Flow Statement

For the period ended 31 August 2012

Major non-cash transactions

On 13 August 2012, the Company issued 4,400,000 new ordinary shares of 0.2 pence each fully paid at 1 pence per share as consideration for deferred and unpaid director fees.

Notes to the Interim Results

1. General information

The principal activity of Centurion Resources plc ('the Company') and its subsidiaries (together 'the Group') is the exploration and development of precious and base metals. The Company's shares are listed on the Alternative Investment Market of the London Stock Exchange ('AIM'). The Company is incorporated and domiciled in the UK.

The address of its registered office is 47 Charles Street, London, W1J 5EL.

2. Basis of preparation

The condensed interim financial statements have been prepared in accordance with the requirements of the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 30 April 2011, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

The interim financial information set out above does not constitute statutory accounts within the meaning of the Companies Act 2006. It has been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union.

Statutory financial statements for the period ended 29 February 2012 were approved by the Board of Directors on 9 May 2012 and delivered to the Registrar of Companies. The report of the auditors on those financial statements was unqualified.

The 2012 interim financial report of the Company has not been reviewed by the Company's auditor.

Going concern

The Directors, having made appropriate enquiries, consider that adequate resources exist for the Company to continue in operational existence for the foreseeable future and that, therefore, it is appropriate to adopt the going concern basis in preparing the condensed interim financial statements for the period ended 31 August 2012.

Risks and uncertainties

The Board continuously assesses and monitors the key risks of the business. The key risks that could affect the Company's medium term performance and the factors that mitigate those risks have no substantially changed from those set out in the Company's 2012 Annual Report and Financial Statements, a copy of which is available on the Company's website: www.centurionresources.com. The key financial risks are liquidity risk, credit risk, interest rate risk and fair value estimation.

Critical accounting estimates

The preparation of condensed interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in note 3 of the Company's 2012 Annual Report and Financial Statements. The nature and amounts of such estimates have not changed significantly during the interim period except for the following:

Convertible loan notes

Convertible loan notes are regarded as compound instruments, consisting of a liability component and an equity component. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt. The difference between the proceeds of issue of the convertible loan notes and the fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the Company, is included in equity.

The interest expense on the liability component is calculated by applying the prevailing market interest rate for similar non-convertible debt to the liability component of the instrument. The difference between this amount and the interest paid is added to the carrying amount of the convertible loan note.

3. Accounting policies

The same accounting policies, presentation and methods of computation are followed in this condensed consolidated financial information as were applied in the preparation of the Company's annual financial statements for the period ended 29 February 2012, except for the following and the impact of the adoption of the Standards and interpretations described in 3.1 below.

Compound Financial Instruments

Compound financial instruments issued by the Company comprise convertible loan notes that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value.

Where material, the liability component of a compound financial instrument is measured initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognised initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability in cash for at least 12 months after the end of the reporting period.

3.1 Changes in accounting policy and disclosures

(a) New and amended standards, and interpretations mandatory for the first time for the financial year beginning 1 March 2012

The following standards and amendments to existing standards have been published and are mandatory for the Company's accounting periods beginning on or after 1 March 2012 or later periods, but not currently relevant to the Company: 

Amendments to IFRS 1 "First-time Adoption of International Financial Reporting Standards" replace references to a fixed date of 1 January 2004 with "the date of transition to IFRSs", thus eliminating the need for companies adopting IFRSs for the first time to restate derecognition transactions that occurred before the date of transition to IFRSs, and provide guidance on how an entity should resume presenting financial statements in accordance with IFRSs after a period when the entity was unable to comply with IFRSs because its functional currency was subject to severe hyperinflation.

Amendments to IFRS 7 "Financial Instruments: Disclosures" are designed to help users of financial statements evaluate the risk exposures relating to transfers of financial assets and the effect of those risks on an entity's financial position.

(b) New standards, amendments and interpretations issued but not effective for the financial year beginning 1 March 2012 and not early adopted

The Directors are assessing the possible impact of the following standards on the Company's Financial Statements:

IFRS 9 "Financial Instruments" specifies how an entity should classify and measure financial assets, including some hybrid contracts, with the aim of improving and simplifying the approach to classification and measurement compared with IAS 39. This standard is effective for periods beginning on or after 1 January 2015, subject to EU endorsement.

IFRS 10 "Consolidated Financial Statements" builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. This standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement.

IFRS 11 "Joint Arrangements" provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form (as is currently the case). The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities. This standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement.

IFRS 12 "Disclosure of Interests in Other Entities" is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. This standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement.

IFRS 13 "Fair Value Measurement" improves consistency and reduces complexity by providing, for the first time, a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. It does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards. This standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement.

Amendments to IFRS 1 "First-time Adoption of International Financial Reporting Standards" require that first-time adopters apply the requirements in IFRS 9 "Financial Instruments" and IAS 20 "Accounting for Government Grants and Disclosure of Government Assistance" prospectively to government loans existing at the date of transition to IFRSs. Entities may choose to apply the requirements retrospectively if the information needed to do so had been obtained at the time of initially accounting for the loan. The amendments are effective for periods beginning on or after 1 January 2013, subject to EU endorsement.

Amendments to IFRS 7 "Financial Instruments: Disclosures" require disclosure of information that will enable users of financial statements to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated with the entity's recognised financial assets and recognised financial liabilities, on the entity's financial position. The amendments are effective for annual periods beginning on or after 1 January 2013 and interim periods within those annual periods, subject to EU endorsement.

Amendments to IFRS 9 "Financial Instruments" and IFRS 7 "Financial Instruments: Disclosures" require entities to apply IFRS 9 for annual periods beginning on or after 1 January 2015 instead of on or after 1 January 2013, subject to EU endorsement. Early application continues to be permitted. The amendments also require additional disclosures on transition from IAS 39 "Financial Instruments: Recognition and Measurement" to IFRS 9.

Amendments to IFRS 10 "Consolidated Financial Statements", IFRS 11 "Joint Arrangements" and IFRS 12 "Disclosure of Interests in Other Entities" clarify the IASB's intention when first issuing the transition guidance in IFRS 10, provide similar relief in IFRS 11 and IFRS 12 from the presentation or adjustment of comparative information for periods prior to the immediately preceding period, and provide additional transition relief by eliminating the requirement to present comparatives for the disclosures relating to unconsolidated structured entities for any period before the first annual period for which IFRS 12 is applied. The amendments are effective for periods beginning on or after 1 January 2013, subject to EU endorsement.

(c) New standards, amendments and interpretations issued but not effective for the financial year beginning 1 March 2012 and not early adopted (Continued…)

Amendments to IAS 12 "Income Taxes" introduce a presumption that recovery of the carrying amount of an asset measured using the fair value model in IAS 40 "Investment Property" will normally be through sale. The amendments are effective for periods beginning on or after 1 January 2012, subject to EU endorsement.

"Annual Improvements 2009 - 2011 Cycle" sets out amendments to various IFRSs and provides a vehicle for making non-urgent but necessary amendments to IFRSs:

·; An amendment to IFRS 1 "First-time Adoption of International Financial Reporting Standards" clarifies whether an entity may apply IFRS 1:

(a) if the entity meets the criteria for applying IFRS 1 and has applied IFRS 1 in a previous reporting period; or

(b) if the entity meets the criteria for applying IFRS 1 and has applied IFRSs in a previous reporting period when IFRS 1 did not exist.

The amendment also addresses the transitional provisions for borrowing costs relating to qualifying assets for which the commencement date for capitalisation was before the date of transition to IFRSs.

·; An amendment to IAS 1 "Presentation of Financial Statements" clarifies the requirements for providing comparative information:

(a) for the opening statement of financial position when an entity changes accounting policies, or makes retrospective restatements or reclassifications; and

(b) when an entity provides financial statements beyond the minimum comparative information requirements.

·; An amendment to IAS 16 "Property, Plant and Equipment" addresses a perceived inconsistency in the classification requirements for servicing equipment.

·; An amendment to IAS 32 "Financial Instruments: Presentation" addresses perceived inconsistencies between IAS 12 "Income Taxes" and IAS 32 with regard to recognising the consequences of income tax relating to distributions to holders of an equity instrument and to transaction costs of an equity transaction.

·; An amendment to IAS 34 "Interim Financial Reporting" clarifies the requirements on segment information for total assets and liabilities for each reportable segment.

The amendments are effective for periods beginning on or after 1 January 2013, subject to EU endorsement.

4. Borrowings

Convertible Loans

During the period ended 31 August 2012, the Company issued 100,000 £1 convertible loans at a par value of £100,000 under loan note instruments dated 1 May 2012. The loans mature on 31 May 2013 and have a conversion price during the term equivalent to a 33.3% discount to the price per share at the placing price upon admission to a public stock exchange or in the event of a sale the price would be a 33.3% discount to the price at which the sale takes place. The Loan notes and accrued interest were converted into ordinary shares on Admission to AIM on 12 November 2012.

The values of the liability and equity conversion component were determined at the date the loan notes were issued. All convertible loans were issued to Exchange Minerals Limited.

The fair value of the liability component was calculated using a market interest rate for an equivalent non-convertible loan. The residual amount, representing the value of the equity conversion option, is included in shareholders' equity in other reserves.

5. Dividends

No dividend is proposed for the period ended 31 August 2012.

6. Loss per Share

The calculation of loss per share is based on a retained loss of £128,807 for the period ended 31 August 2012 (31 August 2011: £232,832, year ended 29 February 2012: loss £421,904) and the weighted average number of shares in issue in the period ended 31 August 2012 of 52,611,749 (31 August 2011: 1,043,148,027, year ended 29 February 2012: 52,157,401). No diluted earnings per share is presented for the period ended 31 August 2012, the period ended 31 August 2011 or for the year ended 29 February 2012 as the effect on the exercise of share options would be to decrease the loss per share.

7. Issued Capital

On 13 August 2012, the Company issued 4,400,000 new ordinary shares of 0.2 pence each fully paid at 1 pence per share as consideration for deferred and unpaid director fees.

8. Post balance sheet events

On 12 November 2012 the Company's shares were admitted to trading on AIM (the 'Admission'). In connection with the Admission the Company raised £1 million by way of a placing and subscription of 100,000,000 new ordinary shares of 0.2 pence each fully paid at 1 pence per share. On the same date and in connection with the Admission the Company also issued the following new ordinary shares of 0.2 pence each fully paid:

·; 55,000,000 new ordinary shares of 0.2 pence per share fully paid as consideration for the 80 per cent holding in the Mitterberg copper project in Salzburg, Austria;

·; 16,819,296 new ordinary shares of 0.2 pence per share fully paid on conversion of the convertible loan note, associated interest and exit ratchet; and

·; 1,600,000 shares of 0.2 pence each fully paid at 1 pence per share as consideration for deferred and unpaid director fees.

On Admission the Company issued 34,000,000 options to board and management valid for five years from the date of issue and exercisable at 1p per option. The Company also issued 16,819,296 and 2,843,660 warrants valid for two and five years from the date of issue respectively and exercisable at 0.67p and 1p per warrant respectively.

On Admission Peter Landau and Alastair Clayton were appointed to the board of directors and Anthony Roberts resigned.

9. Approval of interim financial statements

The condensed interim financial statements were approved by the Board of Directors on 29 November 2012.

**ENDS**