12th Dec 2013 11:36
Praetorian Resources Limited
("Praetorian Resources" or the "Company")
Interim Results
Praetorian Resources (AIM: PRAE; PRSS) announces its results for the six months ended 30 September 2013.
An extract from the interim report appears below and the full version can be viewed on the Company's website at www.praetorianresources.com. Hard copies of the interims are available by request to
For further information, please contact:-
Westhouse Securities Limited (Nominated Adviser)
Richard Baty +44 (0)20 7601 6100
Ocean Equities Limited (Broker)
Guy Wilkes +44 (0)20 7786 4370
Chairman's Statement
Dear Shareholder
Since our last statement to shareholders the junior resources market has failed to make up lost ground with the sector stubbornly refusing to respond to positive news. This continued negative environment has had a major impact on the net assets attributable to the Company's ordinary shares, which as at 30 September 2013 was £10,358,152 providing a Net Asset Value per Share of 21 pence.
In spite of an improving economic backcloth, junior resources companies continue to face extremely challenging conditions and are struggling to get any attention from the investment community. Volatile commodity prices and a prolonged funding drought are the critical drivers to poor sentiment in the sector. It is unlikely that the deterioration in market conditions can last for very much longer and we would expect a marginal improvement in share prices in the coming months. In order to position the Company to take any advantage of any upturn in the sector's fortunes, the management team continues to concentrate the portfolio on six key positions where they take a hands-on approach to building shareholder funds.
These six key positions equate to approximately 75% of the net asset value and we provide further details of these positions below.
Maya Gold and Silveris quoted on the TSX Venture Exchange and has a market capitalisation of approximately C$29m. The company is focused on developing its suite of mining assets in Morocco with its most advanced asset, the Zgounder silver mine, currently moving into commercial production. During 2013, Maya also acquired an 85% stake in the significant Boumadine polymetalic deposit winning the tender for this property against stiff opposition. With the short term prospect of material cash flow from Zgounder along with the further development of Boumadine, 2014 will be a pivotal year for Maya.
Polar Star Mining Corporation is a main board TSX listed Chilean copper / gold exploration and development company with a market capitalisation of approximately C$30m. The company's strategy is to develop its numerous Chilean assets via joint ventures and partnerships to allow it to benefit from any exploration success without having to overly dilute its equity to fund operations. Polar Star is hopeful for a positive 2014 with extensive drilling campaigns planned by BHP and other joint venture partners on the company's assets.
Galileo Resources plcis quoted on the AIM market and has a market capitalisation of approximately £10m. Earlier this year the company announced the results of the preliminary economic assessment (PEA) of its Glenover phosphate / rare earth asset in South Africa with an indicated IRR of 34.5% and NPV of USD 512m. We feel 2014 will be a year where Galileo explores ways for further optimising the results of the Glenover PEA while also looking at other opportunities to generate market interest until sentiment improves in the rare earth market.
A Cap Resources Limitedis quoted on the Australian Stock Exchange and has a market capitalisation of approximately A$12m. The company is attempting to become Botswana's leading energy company through the development of its uranium and coal assets. In June 2013, A-Cap announced a major upgrade to its JORC compliant uranium resource and is currently undertaking a pre-feasibility study with production targeted for 2016 at what will be Botswana's first uranium mine. Both its uranium and coal assets are substantial in size and the company is looking for sensible joint venture partners to assist with the development of these strategic assets.
Equatorial Palm Oil plcis quoted on the AIM market and has a market capitalisation of approximately £18m. The company is in the process of developing its three Liberian Palm Oil assets which total 169,000 hectares. The assets are held within a 50/50 Liberian joint venture company that the company co-owns with the Malaysian Palm Oil major Kuala Lumpur Kepong Bhd (KLK). Management hopes that 2014 will see the rapid development of the most advanced of its three assets, the 34,000 hectare Palm Bay Estate, located near the operating deep water port of Buchanan. Equatorial Palm Oil plc is currently subject to a mandatory takeover offer, from a wholly owned subsidiary of KLK, at 5 pence per ordinary share.
Besra Gold Incis quoted on both the Toronto Stock Exchange and Australian Stock Exchange and has a current market capitalisation of approximately C$13m. Besra is a pan-Asian gold company with two production assets in Vietnam and a significant development asset in Malaysia (currently 3.3m oz resource @ 1.44 g/t all within 100m from surface). Besra's management recently released the results of the definitive feasibility study for its flagship Bau asset with 2014 being the year where the company clarifies the development timetable for Bau as well as the required funding strategy.
Praetorian like many investment companies in the sector remains under-capitalised to take full advantage of the recovery prospects, thereby focusing the Board's efforts in raising additional finance. As you will have seen in our announcement in October 2013 an additional £1,500,000 was raised and the directors will continue to look for new capital in order to take the Company forward.
Your directors remain both optimistic and realistic about the future and we are expecting this notoriously cyclical sector to swing into the upside again in the not too distant future. In the meantime we are focused on working with our investee management teams to ensure the best possible returns for our Shareholders. This is taking considerably longer than we initially anticipated and we would like to thank all shareholders for their patience and continued support.
Robert King - Chairman
December 2013
Interim Condensed Consolidated Statement of Comprehensive Income | |||||||
For the period 1 April 2013 to 30 September 2013 | |||||||
01/04/2013 | *22/02/2012 | ||||||
to 30/09/2013 | to 30/09/2012 | ||||||
Unaudited | Unaudited | ||||||
£ | £ | ||||||
Income | |||||||
Net capital loss on financial assets at fair value through profit or loss | (5,135,749) | (1,624,691) | |||||
Net investment gains and losses | (5,135,749) | (1,624,691) | |||||
Expenses | |||||||
Directors' fees and expenses | (49,139) | (25,000) | |||||
Administration fees | (37,144) | (14,516) | |||||
Support services administration fees | (82,791) | (45,246) | |||||
Audit fees | (10,417) | (16,000) | |||||
Custodian fees | (4,636) | (2,829) | |||||
Broker fees | (12,747) | (6,963) | |||||
Consultancy fees | (62,000) | (33,500) | |||||
Registrar fees | (6,124) | (1,375) | |||||
Other expenses | (49,243) | (26,464) | |||||
Total expenses | (314,241) | (171,893) | |||||
Operating loss | (5,449,990) | (1,796,584) | |||||
Finance income | 565 | 3,124 | |||||
Finance costs | (9,969) | (78,519) | |||||
Loss for the financial period | (5,459,394) | (1,871,979) | |||||
Other comprehensive income for the period | - | - | |||||
Total comprehensive expense for the period | (5,459,394) | (1,871,979) | |||||
Basic and diluted deficit per share (pence) | (11.10) | (4.12) | |||||
(Based on weighted average number of Ordinary shares of 49,176,334 (2012 : 45,407,173) | |||||||
* - The Company was incorporated on 22 February 2012 and dealings on AIM commenced on 9 July 2012 hence the trading activity of the Company was for the period 9 July to 30 September 2012. | |||||||
All activities derive from continuing operations. | |||||||
All income is attributable to the holders of the Ordinary Shares of the Company. |
Interim Condensed Consolidated Statement of Financial Position | |||||||
As at 30 September 2013 | |||||||
30/09/2013 | 31/03/2013 | ||||||
Unaudited | Audited | ||||||
£ | £ | ||||||
ASSETS | |||||||
Non-Current Assets | |||||||
Investments at fair value through profit or loss | 10,364,861 | 15,325,843 | |||||
Total non-current assets | 10,364,861 | 15,325,843 | |||||
Current Assets | |||||||
Trade and other receivables | 14,511 | 5,176 | |||||
Cash and cash equivalents | 89,228 | 826,052 | |||||
Total current assets | 103,739 | 831,228 | |||||
Total Assets | 10,468,600 | 16,157,071 | |||||
EQUITY AND LIABILITIES | |||||||
Equity | |||||||
Shares issued | 24,677,936 | 24,677,901 | |||||
Treasury shares | (310,655) | - | |||||
Retained earnings | (14,009,129) | (8,549,735) | |||||
Total Equity | 10,358,152 | 16,128,166 | |||||
Liabilities | |||||||
Current Liabilities | |||||||
Trade and other payables | 110,448 | 28,905 | |||||
Total current liabilities | 110,448 | 28,905 | |||||
Total equity and liabilities | 10,468,600 | 16,157,071 | |||||
Net asset value per Ordinary Share (excluding shares held in Treasury) | 0.21 | 0.32 | |||||
Interim Condensed Consolidated Statement of Changes in Equity | |||||
For the period 1 April 2013 to 30 September 2013 | |||||
Share Capital | Treasury Shares | Retained Earnings | Total Equity | ||
Unaudited | Unaudited | Unaudited | Unaudited | ||
£ | £ | £ | £ | ||
At 1 April 2013 | 24,677,901 | - | (8,549,735) | 16,128,166 | |
Total comprehensive expense for the period | - | - | (5,459,394) | (5,459,394) | |
24,677,901 | - | (14,009,129) | 10,668,772 | ||
Transactions with owners | |||||
Shares issued | 35 | - | - | 35 | |
Share buybacks | - | (310,000) | - | (310,000) | |
Share transaction costs | - | (655) | - | (655) | |
Total transactions with owners | 35 | (310,655) | - | (310,620) | |
At 30 September 2013 | 24,677,936 | (310,655) | (14,009,129) | 10,358,152 | |
As at 22 February 2012 | - | - | - | ||
Total comprehensive expense for the period | - | (1,871,979) | (1,871,979) | ||
Transactions with owners | |||||
Shares issued | 25,231,101 | - | 25,231,101 | ||
Share issue costs | (549,399) | - | (549,399) | ||
Total transactions with owners | 24,681,702 | - | 24,681,702 | ||
At 30 September 2012 |
| 24,681,702 | (1,871,979) | 22,809,723 |
Interim Condensed Consolidated Statement of Cash Flows | |||||||
For the period 1 April 2013 to 30 September 2013 | |||||||
01/04/2013 | 22/02/2012 | ||||||
to 30/09/2013 | to 30/09/2012 | ||||||
£ | £ | ||||||
Cash flows from operating activities | |||||||
Purchase of investments | (739,847) | (6,218,012) | |||||
Proceeds from sale of investments | 565,080 | 1,542,614 | |||||
Interest received | 565 | 3,124 | |||||
Operating expenses paid | (252,002) | (219,293) | |||||
Net cash outflow from operating activities | (426,204) | (4,891,567) | |||||
Cash flows from financing activities | |||||||
Proceeds from issue of shares | 35 | 9,322,510 | |||||
Share buybacks | (310,000) | - | |||||
Share transaction costs | (655) | (531,315) | |||||
Net cash (outflow) / inflow from financing activities | (310,620) | 8,791,195 | |||||
Net change in cash and cash equivalents | (736,824) | 3,899,628 | |||||
Cash and cash equivalents at beginning of period | 826,052 | - | |||||
Cash and cash equivalents at end of period | 89,228 | 3,899,628 |
1. FINANCIAL INFORMATION
The financial information set out above does not constitute the Company's Interim accounts for the period ended 30 September 2013, but is derived from those accounts.
The unaudited condensed consolidated financial statements of the Group ("Interim Statements") have been prepared in accordance with International Accounting Standard ("IAS") 34: Interim Financial Reporting. The Interim Statements do not include all the information and disclosures required in annual financial statements, and should be read in conjunction with the Company's Annual Report and Consolidated Financial Statements for the period ended 31 March 2013 ("2013 Annual Report"), which were prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and applicable Guernsey law and are available at
www.praetorianresources.com.
2. REVIEW OF CENTRAL COSTS
During the six month period to 30 September 2013 the Company has undertaken a careful review of its central costs. Mr Andrew Ferguson and Mr Malcolm Burne have voluntarily resigned from the Board for no compensation with effect from 27 June 2013. Mr Burne and Mr Cannon-Brookes have each agreed, with effect from 1 April 2013 and until further notice, to defer any future fees or personal entitlements due to them in order to minimise cash payments out of the Company.
The Directors fees of Richard Lockwood and Mark Hohnen have similarly been deferred until further notice.
Robert King has waived his entitlement to his Directors fee for Praetorian Resources (GP) Limited with effect from 1 April 2013.
These deferred fees and entitlements will continue to be accrued and therefore reflected within the Company's NAV but no cash payments have been, or will be, made until further notice.
3. INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
For the period ended 30 September 2013 - Unaudited | Level 1 | Level 2 | Level 3 | Total | ||||
£ | £ | £ | £ | |||||
Opening Cost | 22,132,351 | - | 1,314,499 | 23,446,850 | ||||
Additions at cost - cash | 739,847 | - | - | 739,847 | ||||
Disposals proceeds | (565,080) | - | - | (565,080) | ||||
Net realised loss on disposal of investments | (1,151,754) | - | - | (1,151,754) | ||||
Closing portfolio cost | 21,155,364 | - | 1,314,499 | 22,469,863 | ||||
Net unrealised (loss) / gain on investments | (11,171,182) | 35,600 | (969,420) | (12,105,002) | ||||
Closing valuation | 9,984,182 | 35,600 | 345,079 | 10,364,861 | ||||
Net unrealised (loss) / gain on investments | (3,962,402) | 35,600 | (57,193) | (3,983,995) | ||||
Net realised loss on disposal of investments | (1,151,754) | - | - | (1,151,754) | ||||
Net capital (loss) / gain on fair value of financial assets designated at fair value through profit or loss | (5,114,156) | 35,600 | (57,193) | (5,135,749) | ||||
Investment income | - | - | - | - | ||||
Total (losses)/gains on Financial Assets at fair value through profit or loss | (5,114,156) | 35,600 | (57,193) | (5,135,749) | ||||
For the period ended 31 March 2013 - Audited | ||||||||
Opening Cost | - | - | - | - | ||||
Additions at cost - in specie | 14,713,092 | - | 1,314,499 | 16,027,591 | ||||
Additions at cost - cash | 11,160,840 | - | - | 11,160,840 | ||||
Disposals proceeds | (3,873,013) | - | - | (3,873,013) | ||||
Net realised gain on disposal of investments | 131,432 | - | - | 131,432 | ||||
Closing portfolio cost | 22,132,351 | - | 1,314,499 | 23,446,850 | ||||
Net unrealised loss on investments | (7,208,780) | - | (912,227) | (8,121,007) | ||||
Closing valuation | 14,923,571 | - | 402,272 | 15,325,843 | ||||
Net unrealised loss on investments | (7,208,780) | - | (912,227) | (8,121,007) | ||||
Net realised gain on disposal of investments | 131,432 | - | - | 131,432 | ||||
Net capital loss on fair value of financial assets designated at fair value through profit or loss | (7,077,348) | - | (912,227) | (7,989,575) | ||||
Investment income | 25,735 | - | - | 25,735 | ||||
Total losses on Financial Assets at fair value through profit or loss | (7,051,613) | - | (912,227) | (7,963,840) | ||||
The current strategy of the Group, as discussed in the 2013 Annual Report, is to concentrate the portfolio on six key positions on which the Group can support and assist in management. As at the period end these key positions constitute 73% (31 March 2013: 68%) of the NAV of the Group. |
4. BASIC AND DILLUTED DEFICIT PER ORDINARY SHARE
£ | ||
Loss for the period | (5,459,394) | |
Weighted average number of ordinary shares in issue | 49,176,334 | |
EPS (pence) | (0.11) | |
The earnings per share is based on the loss for the period and on the weighted average number of ordinary shares in issue for the period. | ||
The Group's subscription shares could potentially dilute the earnings per share in the future. |
5. NET ASSET VALUE PER ORDINARY SHARE
£ | ||
Net assets | 10,358,152 | |
Ordinary shares in issue | 49,093,951 | |
Net asset value per share (pence) | 0.21 | |
On 16 April 2013 the Company announced an on market share buy back of 1,000,000 ordinary shares at a price of 31 pence each. These buy back shares will be held in the Company as Treasury shares, and while held as such carry no voting rights. The Directors only intend to purchase Ordinary Shares where they believe such purchases will result in an increase in the NAV per Ordinary Share and will assist in narrowing any discount to the NAV per Ordinary Share at which the Ordinary Shares may be trading. When Ordinary Shares trade at a substantial discount to the NAV per Ordinary Share and do not coincide with trading volumes in the market, the Directors may feel that it is appropriate to make such purchases. |
6. EVENTS AFTER THE FINANCIAL REPORTING DATE
The Company announced on 30 October 2013 that it had entered into a funding agreement (the 'Agreement') with Damille Investments II Limited ('Damille') to raise £1,500,000. The Agreement has been entered into through a newly incorporated wholly owned subsidiary of the Company, Praetorian ZDP Limited ('Praetorian ZDP'). Praetorian ZDP is a special purpose vehicle incorporated for the sole purpose of entering into the Agreement.
Under the Agreement, Praetorian ZDP issued 1,500,000 unlisted, zero dividend preference shares (the 'Shares') to Damille for a consideration of £1,500,000 (the 'Subscription Price'). The Shares carry an annually compounded coupon of 11% and have a maximum three year term from the date of signing the Agreement. The Company has agreed to pay Damille a facility fee of 2% of the Subscription Price which is due within 14 days of signing the Agreement. Praetorian ZDP has the right to redeem the Shares prior to the end of the three year term by giving Damille no less than 30 days written notice; by repaying the accrued capital entitlement per ZDP Share ("Capital") plus the accrued compounded coupon to that redemption date and by paying a redemption fee equating to 5% of the sum of the Capital and accrued compounded coupon at the date of redemption .
The Company has undertaken to maintain a net asset value coverage of 4.5 times the Subscription Price plus the compounded coupon due for the full three year term (the 'Cover Test'). If the Cover Test is not satisfied as at the date of two consecutive quarterly net asset value publications, the Company will place into escrow 50% of any asset realisations until such time that the Cover Test is once again satisfied, at which point all escrowed funds will be returned to the Company.
As part of the Agreement, the Company issued 7,263,922 unlisted warrants to Damille with an exercise price of £0.2065 per warrant (to subscribe for ordinary shares in the Company on a 1:1 basis). The warrants are exercisable immediately and for a period of three years from the date of the Agreement. In addition, Damille has the right to appoint one director to the board of both the Company and Praetorian ZDP so long as they continue to hold 75% of the Shares (excluding any ZDP Shares redeemed by the Company).
The newly invested funds will be loaned by Praetorian ZDP to the Company for working capital and investment purposes. The Company board continues to maintain its prudent central cost base and the Company directors and board advisors will continue to defer or maintain their substantially reduced fees until further notice.
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