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Interim Results

23rd May 2008 12:09

RNS Number : 1779V
Polo Resources Limited
23 May 2008
 



23 May 2008

Polo Resources Ltd 

("Polo Resources" or the "Company")

Interim Audited Results for the Period 23 May 2007 to 31 March 2008

Polo Resources (AIM: PRL) the AIM listed natural resources investment company is pleased to announce Interim Results for the period 23 May 2007 to 31 March 2008.

CHAIRMAN'S STATEMENT

I am pleased to report to shareholders the first interim financial statements for Polo Resources Ltd ("Polo Resources" or the "Company"). Following incorporation o23 May 2007, Polo is on track to establish itself as a major international coal mining and exploration group. Polo Resources has acquired a diversified portfolio of coal and uranium licences in Mongolia and more recently a strategic interest in GCM Resources plc, an AIM listed (ticker code: GCM) resource development company with a wholly owned subsidiary operating in Bangladesh and investments in South Africa. The significant progress made during the period to 31 March 2008 is summarised as follows:

In September 2007, Polo Resources was successfully admitted to AIM raising gross proceeds of £6.6million.

In September 2007, Polo Resources announced that it had issued and allotted a total of 131,422,000 ordinary shares at a price of 5p per share to institutional and other investors raising £6,571,100, increasing the available cash resources to support the Company's investment strategy and enable the Company to consider significant investment opportunities.

In October 2007, Polo Resources announced that it, had signed a binding agreement to acquire a 100% interest in a large coal exploration licence in the South Gobi Coal Basin for a total consideration of US$350,000. 

The exploration project, with excellent logistics and situated 73 km from the Chinese border in the South Gobi Desert, covers 550 km2 of Permian Sediments known to host some of the region's better coal deposits. 

In November 2007, Polo Resources announced the conditional acquisition of 26 Mongolian Coal, Uranium and Tungsten Mineral exploration licences from a number of special purpose vehicles; namely MUC Resources LLC, and Polo Resources LLC, which together with Asia Intercept Mongolia LLC jointly comprised the vendors who held the portfolio of Coal, Uranium and Tungsten licences in Mongolia. The total consideration payable to the vendors was US$2m together with the issuance of 25 million ordinary shares. 

As the proposals amounted to a reverse takeover for the purposes of the AIM Rules, trading in the Company's issued share capital was suspended pending the publication of a shareholder circular; comprising an AIM Admission Document. This was published on 20 February 2008 and shares were re admitted to trading following shareholder approval at an EGM, on 4 March 2008.

In February 2008, Polo Resources announced the successful placing of 281,680,000 New Ordinary Shares at 9p per share raising gross proceeds of £25.4m for use in the acquisition and development of coal interests throughout the world. 

Subsequently, on 13 March 2008, Polo Resources announced the successful placing of 362,000,000 new ordinary shares at a price of 12 pence per New Ordinary Share, raising gross proceeds of approximately £43.4 million. The proceeds are being used to develop existing assets in Mongolia and pursue further acquisitions.

On 1 February 2008 Polo Resources announced the acquisition of an important strategic interest in GCM Resources plc, formerly known as Asia Energy plc, representing approximately 20.5 per cent of GCM's issued share capital. GCM is engaged in developing a world class coal mine and power plant project in Bangladesh, the Phulbari Project. The mine life is expected to be more than 30 years, with forecast production of 15 million tonnes at full capacity of mostly export quality metallurgical and thermal coal. This acquisition, has served to enhance our strategy of becoming a major international coal mining and exploration group.

 

On 19 May 2008, Polo Resources subsequently made a preliminary approach to Board of GCM Resources plc.

The approach to GCM is a pre-conditional cash offer for all the issued and to be issued share capital of GCM at 175p per share (which represents an approximately 50.7% premium to the volume weighted average price for the 20 trading days ending on 16 May 2008) and is subject to financing. Such an offer would be consistent with Polo Resources' strategy of building a significant and diversified portfolio of coal producing, development and exploration assets. Polo Resources intends to work with the management of GCM and, if a formal offer is made, Polo Resources proposes to seek shareholder approval to change its name to GCM Resources Limited. 

The Company's approach is subject to the arrangement of necessary funding. This does not amount to a firm intention to make an offer and, accordingly, there can be no certainty that any offer will be made even if the necessary funding is arranged.

On 15 May 2008 Polo Resources announced that it had agreed an option to acquire interests in Australian coal exploration licences with Baradine Bay Pty Limited ("BBL"), a private limited company registered and incorporated in Australia. This option provides the right to acquire an 80% interest in 'Exploration Permits for Coal' 1097 and 1098 owned by BBL.

The Coal Permits cover 1,725 square kilometres of the edge of the Galilee Basin of central QueenslandAustralia and are centred on a single drill hole (BEA 315) drilled in 1996. The hole encountered six metres of coal at a vertical depth of 41m beneath transported Tertiary cover. The coal appears to be situated in a sub-basin related to the Galilee Basin. To the south west in the Galilee Basin proper, a number of companies, including Xstrata, are actively exploring and developing coal resources.

In the relatively short period since incorporation, Polo Resources has taken significant strides towards its goal of establishing itself as a major player within the coal sector. The increasing global demand for coal represents a significant opportunity for Polo Resources. Polo Resources is keen to maximise the benefits derived from its existing licences and will continue to seeking new and exciting opportunities.

Acknowledgement is also made of the scope for growth and development of our uranium portfolio.

The Board is satisfied with the progress made by the Company in such a relatively short period of time and remain confident about future growth prospects and maximising the returns from existing investments.

Stephen Dattels

Executive Chairman

23 May 2008

Ends -

For further information: 

Polo Resources Limited 

Paul Ingram, CEO Tel: +61 418 77 3510

www.poloresources.com

Canaccord Adams 

Ryan Gaffney Tel: +44 (0) 207 050 6500 

Financial Dynamics 

Ben Brewerton

Edward Westropp Tel: +44 (0) 20 7831 3113

  POLO RESOURCES LTD

CONSOLIDATED INCOME STATEMENT 

FOR THE PERIOD 23 MAY 2007 TO 31 MARCH 2008

Note

Period 23 May to

31 March 2008

(unaudited)

£'000

Administrative expenses

(729)

Share of results of associate

(41)

Share options expensed

5

(413)

Operating (loss)

(1,183)

Interest receivable

374

Loss on ordinary activities before taxation

(809)

Taxation on loss on ordinary activities

-

Loss for the financial period

(809)

Attributable to:

Equity holders of the parent

(809)

Basic loss per share expressed in pence 

3

(0.21)

  POLO RESOURCES LTD

CONSOLIDATED BALANCE SHEET

AS AT 31 MARCH 2008

Note

As at

31 March 2008

(unaudited)

£'000

Non-current assets

Intangible assets

17,323

Property, plant and equipment

8

127

Interest in associate

21,206

Available for sale investments

5,403

Total non-current assets

44,059

Current assets

Trade and other receivables

1,514

Cash and cash equivalents

42,265

Total current assets

43,779

Total Assets

87,838

Current Liabilities

Trade and other payables

(3,075)

Total Liabilities

(3,075)

Net Assets

84,763

Shareholders' equity

Share capital

4

-

Share premium account

84,838

Share based payment reserve

5

413

Foreign exchange reserve

(131)

Available for sale investments reserve

452

Retained earnings

(809)

Total Equity

84,763

  POLO RESOURCES LTD

CONSOLIDATED CASH FLOW STATEMENT

FOR THE PERIOD 23 MAY 2007 TO 31 MARCH 2008

Period 23 May to

31 March 2008

(unaudited)

£'000

Cash outflow from operating activities

Operating Loss

(Increase) in trade and other receivables

Increase in trade and other payables

Share of associate result

Share options expensed

(1,183)

(1,514)

3,075

41

413

Net cash inflow from operating activities

832

Cash flows from investing activities

Interest received

374

Payments to acquire intangible assets

(14,293)

Payments to acquire tangible assets

(127)

Acquisition of interest in associates

(14,736)

Purchase of available for sale investments

(4,866)

Net cash outflow from investing activities

(33,648)

Acquisitions and disposals

Payments to acquire subsidiaries

(1,005)

Cash acquired with subsidiaries

8

Net cash outflow from acquisitions and disposals

(997)

Cash flows from financing activities

Issue of ordinary share capital

82,089

Share issue costs

(6,011)

Net cash inflow from financing activities

76,078

Net increase in cash and cash equivalents

42,265

Cash and cash equivalents at beginning of period

-

Cash and cash equivalents at end of period

42,265

POLO RESOURCES LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited)

FOR THE PERIOD ENDED 31 MARCH 2008

Attributable to equity holders of the parent

Called up share capital

Share premium reserve

Foreign currency translation reserve

Available for sale investment reserve

Share based payment reserve

Retained earnings

Total

Group

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

As at 23 May 2007 

-

-

-

-

-

(Loss) for the period

-

-

-

-

-

(809)

(809)

Currency translation differences

-

-

(131)

-

-

-

(131)

Gain on revaluation of available for sale investments

-

-

-

452

-

-

452

Total recognised income and expense

-

-

(131)

452

-

(809)

(488)

Share capital issued

-

90,849

-

-

-

-

90,849

Cost of share issue

-

(6,011)

-

-

-

-

(6,011)

Share based payments

-

-

-

-

413

-

413

-

As at 31 March 2008

-

84,838

(131)

452

413

(809)

84,763

  POLO RESOURCES LTD

NOTES TO THE INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2008

Basis of preparation

The Company was registered as Ormond Natural Resources Inc. in British Virgin Islands having been incorporated on 23rd May 2007 under the BVI Business Companies Act 2004 with registered number 1406187. On 24th July 2007 a resolution was passed to change the name of the Company to Polo Resources Limited.

The financial information has been prepared under the historical cost convention and on a going concern basis and in accordance with International Financial Reporting Standards and IFRIC interpretations adopted for use in the European Union ("IFRS") and those parts of the BVI Business Companies Act applicable to companies reporting under IFRS.

The financial information for the period ended 31 March 2008 has not been audited or reviewed in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board. The figures were prepared using applicable accounting policies and practices consistent with those to be adopted in the statutory accounts for the period ended 30 June 2008. 

The financial information contained in this document does not constitute statutory accounts as defined by Section 240 of the Companies Act 1985 (England & Wales)In the opinion of the directors the financial information for this period fairly presents the financial position, result of operations and cash flows for this period.

This Interim Financial Report was approved by the Board of Directors on 23 May 2008.

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ('IAS') 34 - Interim Financial Reporting as adopted by the European Union. Accordingly the interim financial statements do not include all of the information or disclosures required in the annual financial statements.

Basis of consolidation

The consolidated financial statements comprise the financial statements of Polo Resources Ltd and its controlled entities. The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date control ceases.

The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

All inter-company balances and transactions have been eliminated in full.

Foreign currencies

The functional currency of each entity is determined after consideration of the primary economic environment of the entity. The group's presentational currency is Sterling (£).

  

2. Segmental analysis

Period ended

31 March 2008

(unaudited)

£'000

Retained loss by geographical area

BVI / United Kingdom

(703)

Mongolia

(25)

Australia

(40)

Bangladesh

(41)

(809)

Segment assets

BVI / United Kingdom

41,450

Mongolia

18,970

Australia

6,009

Bangladesh

21,409

Total assets

87,838

3. Loss per share

The calculation of earnings per share is based on the loss after taxation divided by the weighted average number of shares in issue during the period:

Period ended

31 March 2008

(unaudited)

£'000

Net loss after taxation 

(809)

Weighted average number of ordinary shares used in calculating basic earnings per share

384.4m

Basic loss per share (expressed in pence)

(0.21)pence

As the inclusion of the potential ordinary shares would result in a decrease in the loss per share they are considered to be antidilutive and, as such, a diluted loss per share is not included.

  

4. Share capital

The authorised share capital of the Company and the called up and fully paid amounts at 31 March 2008 were as follows:

£'000

Authorised

Unlimited ordinary shares of no par value each-

Called up, allotted, issued and fully paid 

Number of shares

Nominal value 

£'000

Incorporation 

1

-

3 August 2007 for cash at 0.05p per share

165,000,000

-

3 August 2007 - original incorporation share cancelled

(1)

-

24 August 2007 for cash at 5p per share

132,880,000

-

4 September 2007 for non-cash consideration

300,000

-

25 September 2007 for cash at 5p per share

131,422,000

-

31 January 2008 for cash at 9p per share

281,680,000

-

1 February 2008 for non-cash consideration

72,340,425

-

March 2008 for non-cash consideration

25,000,000

-

17 March 2008 - for cash at 12p per share

362,000,000

-

As at 31 March 2008

1,170,622,425

-

Total share options in issue

During the period ended 31 March 2008, the Company granted 77,000,000 options over ordinary shares

As at 31 March 2008 the unexercised options in issue were;

Exercise Price

Expiry Date

Options in Issue

31 March 2008

5p

4 September 2012

6,000,000

9p

4 March 2013

500,000

9p

4 March 2018

66,000,000

12p

25 March 2018

4,500,000

77,000,000

The Company also granted a warrant to subscribe for 8,450,400 ordinary shares at 9p per share, to BMO Nesbitt Burns inc. for 12 months from date of placing of 31 January 2008.

No options or warrants lapsed or were cancelled and no options or warrants were exercised during the period to 31 March 2008

  

5. Share based payments

Under IFRS 2 'Share Based Payments', the Company determines the fair value of options issued to Directors and Employees as remuneration and recognises the amount as an expense in the income statement with a corresponding increase in equity.

Name

Date Granted

Date Vested

Number

Exercise Price (pence)

Expiry Date

Fair Value at Grant Date (pence)

Guy Elliott

04/09/2007

04/09/2007

2,000,000

5

04/09/2012

2.82

Harald van Hoeken

04/09/2007

04/09/2007

2,000,000

5

04/09/2012

2.82

Suresh Hiremath

04/09/2007

04/09/2007

2,000,000

5

04/09/2012

2.82

Consultant

04/03/2008

04/03/2008

500,000

9

04/03/2013

8.59

Stephen Dattels

04/03/2008

See 1 below

5,000,000

9

04/03/2018

10.46

Paul Ingram

04/03/2008

See 1 below

12,000,000

9

04/03/2018

10.46

Danny Sun

04/03/2008

See 1 below

5,000,000

9

04/03/2018

10.46

Guy Elliott

04/03/2008

See 1 below

3,000,000

9

04/03/2018

10.46

Anthony Bainbridge

04/03/2008

See 1 below

5,000,000

9

04/03/2018

10.46

Consultant

04/03/2008

See 1 below

15,000,000

9

04/03/2018

10.46

Consultant

04/03/2008

See 1 below

5,000,000

9

04/03/2018

10.46

Neil Herbert

04/03/2008

See 1 below

12,000,000

9

04/03/2018

10.46

Consultant

04/03/2008

See 1 below

2,000,000

9

04/03/2018

10.46

Consultant

04/03/2008

See 1 below

1,000,000

9

04/03/2018

10.46

Employees

04/03/2008

See 1 below

500,000

9

04/03/2018

10.46

Employees

04/03/2008

See 1 below

500,000

9

04/03/2018

10.46

Employees

25/03/2008

See 1 below

4,500,000

12

25/03/2018

7.67

Totals

77,000,000

1. The above share options vest equally over a 3 year period from the date of grant. The options are exercisable at any time after vesting during the Directors period as an eligible employee until the tenth anniversary of admission.

  

The fair value of the options granted during the period ended 31 March 2008 amounted to £0.413million. The assessed fair value at grant date is determined using the Black-Scholes Model that takes into account the exercise price, the term of the option, the share price at grant date, the expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.

 

The following table lists the inputs to the models used for the period ended 31 March 2008:

 

September 2007 issue

March 2008 issue

25 March 2008 issue

Dividend Yield (%)

-

-

-

Expected Volatility (%)

60.0

60.0

60.0

Risk-free interest rate (%)

4.8

4.8

4.8

Share price at grant date (£)

0.050

0.133

0.107

The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may, not necessarily be the actual outcome. 

6. Investment in subsidiaries

Company

Country of Registration

Proportion held

Nature of business

Direct

MUC Resources Ltd

BVI

100%

Holding Company

Polo Australasia Ltd

BVI

100%

Holding Company

Polo Bangladesh Ltd

BVI

100%

Holding Company

World Coal Works Corporation

BVI

100%

Holding Company

Indirect 

Via MUC Resources Ltd 

MUC Resources LLC

Mongolia

100%

Mineral Exploration

Via Polo Australasia Ltd 

Polo Resources Australia Pty Ltd

Australia

100%

Mineral Exploration

Via World Coal Works Corporation

Polo Resources LLC

Mongolia

100%

Mineral Exploration

Via Polo Resources LLC

Kimko LLC

Mongolia

100%

Dormant Company

  

7. Business Combinations

Acquisition of MUC Resources LLC ("MUC")

On 29th February 2008 Polo Resources Ltd through its subsidiary MUC Resources Ltd acquired 100% of MUC, a company based in Mongolia. This transaction has been accounted for by the purchase method of accounting. The fair value of identifiable assets and liabilities of MUC as at the date of acquisition are:

Book value

Fair value adjustment

Fair value

£'000

£'000

£'000

Property, plant and equipment

57

-

57

Cash and cash equivalents

-

-

-

Trade and other receivables

310

-

310

License costs

1,326

1,313

2,639

1,693

1,313

3,006

Other creditors

(1,703)

-

(1,703)

(1,703)

-

(1,703)

Fair value of net assets

1,302

Consideration:

Cash paid

402

Shares issued

900

1,302

The cash outflow on acquisition was as follows;

Net cash acquired with subsidiary

-

Cash paid

402

Net cash outflow

402

  

Acquisition of Polo Resources LLC ("Polo LLC")

On 29th February 2008 Polo Resources Ltd through its subsidiary World Coal Works Corporation acquired 100% of Polo LLC, a company based in Mongolia. This transaction has been accounted for by the purchase method of accounting. The fair value of identifiable assets and liabilities of Polo LLC as at the date of acquisition are:

Book value

Fair value adjustment

Fair value

£'000

£'000

£'000

Property, plant and equipment

61

-

61

Cash and cash equivalents

8

-

8

Trade and other receivables

57

-

57

Other debtors

1,703

-

1,703

License costs

7,070

2,116

9,186

Exploration costs

525

-

525

9,424

2,116

11,540

Trade and other payables

(666)

-

(666)

Other creditors

(8,921)

-

(8,921)

(9,587)

-

(9,587)

Fair value of net assets

1,953

Consideration:

Cash paid

603

Shares issued

1,350

1,953

The cash outflow on acquisition was as follows;

Net cash acquired with subsidiary

(8)

Cash paid

603

Net cash outflow

595

  

8. Property, plant and equipment

Plant and equipment

Total

Group

£ 000's

£ 000's

At 23 May 2007

Additions

127

127

As at 31 March 2008

127

127

9. Post balance sheet events

On 14 May 2008, the Company announced the appointment of Neil Herbert as Executive Deputy Chairman of the Company.

On 15 May 2008, the Company announced that it has entered an option agreement (the "Option Agreement") with Baradine Bay Pty Limited ("BBL"), a private limited company registered and incorporated in Australia, giving the Company the option to acquire an 80 per cent. interest in 'Exploration Permits for Coal' 1097 and 1098 (the "Coal Permits") owned by BBL. The Company has paid BBL $150,000 in cash and agreed to issue $250,000 worth of Polo shares to BBL.

On 16 May 2008, the Company acquired the 100% share capital of CM Logisitics Ltd, a company incorporated in the British Virgin Islands, for par value.

On 19 May 2008, the Company announced it had made an approach to the board of GCM Resources plc ("GCM") which may or may not lead to an offer being made by the Company for GCM. The Company currently owns 29.72% of the issued shares of GCM. The approach to GCM is a pre-conditional cash offer for all the issued and to be issued share capital of GCM at 175p per share (which represents an approximately 50.7% premium to the volume weighted average price for the 20 trading days ending on 16 May 2008) and is subject to financing. Such an offer would be consistent with the Company's strategy of building a significant and diversified portfolio of coal producing, development and exploration assets. The Company intends to work with the management of GCM and, if a formal offer is made, intends to seek shareholder approval to change its name to GCM Resources Limited. The Company's approach is subject to the arrangement of necessary funding. This does not amount to a firm intention to make an offer and, accordingly, there can be no certainty that any offer will be made even if the necessary funding is arranged.

On 14 May 2008, prior to his appointment as Executive Deputy Chairman the Company issued 2,500,000 ordinary shares to Neil Herbert as remuneration for consultancy services performed prior to this date.

On 21 May 2008, the Company issued 1,117,391 ordinary shares to Baradine Bay Pty Limited, as part of the option agreement as detailed above.

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

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