27th Sep 2011 07:00
Paragon Diamonds Limited
("Paragon" or the "Company")
(AIM: PRG)
Paragon Diamonds, the AIM quoted, African focused diamond production and development company, today announces its unaudited interim results for the six months to 30 June 2011.
A copy of the interim results is being posted to shareholders shortly and will be available from the Company's website - www.paragondiamonds.co
Highlights
·; Cash balance up £1.6 million to £3.6 million
·; Net assets up £8.9 million to £37.8 million on the back of acquisition of International Diamond Consultants and fundraising
Chairman's Statement: I am pleased to present the first interim financial statements for Paragon Diamonds Limited (the "Company" or the "Group") for the six month period to 30 June 2011 and report on developments of the Group.
The acquisition of a further 54.2 per cent of International Diamond Consultants has strengthened the Groups' asset base considerably and transformed it into a hard rock diamond exploration and development company. The acquisition increases the Group's interest to 98.5 per cent and gives the Group direct interests in the Lemphane Kimberlite in Lesotho, the Kabale River and Kaplamp licences in Zambia as well as the recently awarded Kopje licence in Botswana. These combined with the Group's existing interest in Tanzania and alluvial operations in Sierra Leone give the Group a diversified asset base on which to operate.
Lemphane - Lesotho
The Lemphane licence covers a known 6Ha surface area kimberlite in the world renowned diamondiferous region of the Kingdom of Lesotho. The Group has undertaken an immediate strategic review of the work underway at Lemphane and commenced a bulk sampling programme which will initially mine 25,000 tonnes of kimberlite to assess the grade and value of stones contained within the pipe. A bulk sampling plant has been assembled on site and stockpiles created ready for processing. It is anticipated that the initial results of the bulk sampling will be available around the end of the year.
The Company has also lodged a full application for recently identified area in Lesotho, which has been previously mined on an artisanal level and is known to be diamondiferous.
Kopje - Botswana (awarded post period end)
In July 2011 the Group's Botswana subsidiary was awarded a new exploration licence covering 15 km2 and is located circa 35 km due east of the world-class Orapa Kimberlite mine and north of the Francistown road in the East Orapa Kimberlite Field. The 15 km2 licence area is also adjacent, to the east, of Firestone's BK14 kimberlite project.
The licence area lies within the large regional (40 x 30 km) "KI" anomaly which was established by DeBeers in the 1990's and of which the "Orapa-type" kimberlites of the BK series are a part. The eastern part of the "KI" anomaly has been held by DeBeers and Petra Diamonds for a number of years, and holds the potential of a new kimberlite field.
Sierra Leone Hard Rock
Our operations in Sierra Leone in the first half of 2011 generated revenue of £0.7 million on the sale of two parcels totalling 3,629 carats of diamonds. The average value generated was $291 / ct including 114 carats of "special" stones which generated $191,500 in total. A recent deterioration in the fiscal regulatory environment in Sierra Leone, which involves large increases in the annual cost of holding title, has prompted the Board to initiate a review of its operating strategy.
Financial Results
Excluding impairment and depreciation the Group reported a loss of £1.3 million for the six months period to 30 June 2011. The Group reported a one off impairment charge of £4.4million relating to impact of the deterioration of the fiscal operating environment on the Group's assets in Sierra Leone. The net assets of Group have increased 30% to £37.5 million due to the acquisition of a further £12.5 million interest in International Diamond Consultants and the completion of a fundraising of £2.9 million in January 2011. This was done by way of issuing 8.5 million new shares at a price of 34 pence per share. As at 30 June 2011 the Group held £3.7 million of cash.
The Board
On 21 June 2011 Francesco Scolaro stepped down from the Board of Directors in order to focus on other projects. I would like to take this opportunity to thank him for his valuable contribution to the Company in its early stages and for his continued support as a major shareholder.
Outlook
I am optimistic about what the rest of the year will bring, at this very exciting time for the Company. I look forward to the initial results from our bulk sampling at the newly acquired Lemphane Kimberlite, expected by the end of the year as well as initial grab sampling at the newly awarded Kopje licence. It is a great time to be evaluating new hard rock diamond projects with rough diamond prices strengthening on the back of growing investment demand in these turbulent economic times.
Luc Huyghebaert
Chairman
26 September 2011
Paragon Diamonds Limited Luc Huyghebaert - ChairmanSimon Retter - Finance Director www.paragondiamonds.co | +44 (0) 20 7099 1940
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ZAI Corporate Finance Ltd | +44 (0) 20 7060 2220 |
John Depasquale Sarang Shah
Fox-Davies Capital Ltd Simon Leathers Jonathan Evans |
+44 (0) 20 3463 5010 |
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Threadneedle Communications | +44(0) 20 7653 9855 |
Laurence Read Beth Harris
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| Six Months to 30 June | Period to 31 December |
| Notes | 2011 (Unaudited) | 2010 (Audited) |
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| £000 | £000 |
Revenue |
| 687 | 349 |
Operating expenses |
| (1,465) | (545) |
OPERATING LOSS |
| (778) | (196) |
Impairment of tangible assets | 6 | (4,410) | - |
Administration costs |
| (509) | (242) |
Expenses for IPO |
| - | (335) |
Depreciation | 6 | (605) | (354) |
Finance income |
| 3 |
|
Finance costs |
| (24) | (11) |
LOSS BEFORE TAXATION |
| (6,323) | (1,138) |
Taxation |
| - | - |
LOSS FOR THE PERIOD |
| (6,323) | (1,138) |
Other comprehensive income: |
| ||
Exchange differences on translation of foreign operations |
| (480) | 646 |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE PARENT |
| (6,803) | (492) |
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|
| ||
LOSS PER SHARE |
| ||
Basic and diluted (pence) | 4 | (3.98) | (3.95) |
The loss arises from the Group's continuing operations.
Comparatives for the period since incorporation on 27 April 2010 to 30 June 2010 have not been included as the Company was dormant during this period.
Share capital | Share premium | Foreign exchange reserve | Share based payment reserve | Retained deficit | Total | Non-controlling Interests | Total equity | |
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
At 27 April 2010 | ||||||||
Loss for the period | - | - | - | - | (1,138) | (1,138) | - | (1,138) |
Exchange differences on translation of foreign operations | - | - | 646 |
- | - | - | - | 646 |
Total comprehensive income for the period | - | - | 646 |
- | (1,138) | (1,138) | - | (492) |
Issue of shares | 1,427 | 28,105 | - | - | - | - | - | 29,532 |
Expenses on issue of shares | - | (150) | - | - | - | - | - | (150) |
Share based payment | - | - | - | 20 | - | - | - | 20 |
At 31 December 2010 | 1,427 | 27,955 | 646 | 20 | (1,138) | (1,138) | - | 28,910 |
Loss for the period | - | - | - | - | (6,323) | (6,323) | - | (6,323) |
Exchange differences on translation of foreign operations | - | - | (480) |
- | - | - | - | (480) |
Total comprehensive income for the period | - | - | (480) |
- | (6,323) | (6,323) | - | (6,803) |
Issue of shares | 455 | 15,014 | - | - | - | - | - | 15,469 |
Expenses on issue of shares | - | (91) | - | - | - | - | - | (91) |
Share based payment | - | - | - | 48 | - | - | - | 48 |
Acquisition of subsidiary | - | - | - | - | - | - | 291 | 291 |
At 30 JUNE 2011 | 1,882 | 42,878 | 166 | 68 | (7,461) | (7,461) | 291 | 37,824 |
30 June 2011 (Unaudited) | 31 December 2010 (Audited) | ||||
Notes | £000 | £000 | |||
ASSETS | |||||
Non-current assets | |||||
Investments | 8 | - | 6,055 | ||
Intangible exploration and evaluation assets | 5 | 27,068 | 2,524 | ||
Property, plant and equipment | 6 | 14,930 | 20,457 | ||
Total non-current assets | 41,998 | 29,036 | |||
Current assets | |||||
Trade and other receivables | 31 | 355 | |||
Inventory | 9 | 197 | |||
Cash and cash equivalents | 3,653 | 1,989 | |||
Total current assets | 3,693 | 2,541 | |||
TOTAL ASSETS | 45,691 | 31,577 | |||
LIABILITIES | |||||
Current liabilities | |||||
Trade and other payables | (542) | (339) | |||
Loan from parent | (2,067) | (2,021) | |||
TOTAL CURRENT LIABILITIES | (2,609) | (2,360) | |||
NON-CURRENT LIABILITIES | |||||
Site restoration provision | (406) | (307) | |||
Deferred tax liability | (4,852) | ||||
Total non-current liabilities | (5,258) | (307) | |||
TOTAL LIABILITIES | (7,867) | (2,667) | |||
NET ASSETS | 37,824 | 28,910 | |||
EQUITY | |||||
Share capital | 9 | 1,882 | 1,427 | ||
Share premium | 10 | 42,878 | 27,955 | ||
Foreign exchange reserve | 166 | 646 | |||
Share based payment reserve | 68 | 20 | |||
Retained deficit | (7,461) | (1,138) | |||
Equity attributable to the owners of the parent | 37,533 | 28,910 | |||
Non-controlling interests | 291 | - | |||
TOTAL EQUITY | 37,824 | 28,910 |
Comparatives for the period since incorporation on 27 April 2010 to 30 June 2010 have not been included as the Company was dormant during this period.
Approved by the board and authorised for issue on 26 September 2011
Luc Huyghebaert Simon Retter
Executive Chairman Finance Director
Six months to June 2011 | Period to December 2010 | |||||
Notes | £000 | £000 | ||||
OPERATING ACTIVITIES | ||||||
Loss before taxation | (6,323) | (1,138) | ||||
Adjustment for: | ||||||
Depreciation of plant and equipment | 605 | 354 | ||||
Impairment | 4,410 | - | ||||
Interest expense | 24 | 8 | ||||
Foreign exchange gains | 123 | (58) | ||||
Share based payment charge | 48 | 20 | ||||
Decrease in trade and other receivables | 324 | (355) | ||||
Decrease in inventory | 188 | (197) | ||||
(Decrease)/Increase in trade and other payables | (125) | 214 | ||||
NET CASH OUTFLOW FROM OPERATIONS | (726) | (1,152) | ||||
INVESTING ACTIVITIES | ||||||
Purchases of property, plant and equipment | (200) | (101) | ||||
Purchase of subsidiary | (124) | (323) | ||||
Expenditure on mining licences | (94) | (16) | ||||
Overdraft acquired with subsidiary undertaking | - | (145) | ||||
Net cash outflow from investing activities | (418) | (585) | ||||
FINANCING ACTIVITIES | ||||||
Proceeds from issue of share capital | 2,890 | 3,797 | ||||
Expenses of issue of share capital | (91) | (150) | ||||
Increase in loan from parent | 22 | 96 | ||||
Net cash inflow from financing activities | 2,821 | 3,743 | ||||
INCREASE IN CASH AND CASH EQUIVALENTS | 1,677 | 2,006 | ||||
Cash and cash equivalents at beginning of period | 1,989 | - | ||||
Effects of foreign exchange | (13) | (17) | ||||
CASH AND CASH EQUIVALENTS AT end of period | 3,653 | 1,989 |
Comparatives for the period since incorporation on 27 April 2010 to 30 June 2010 have not been included as the Company was dormant during this period.
1. BASIS OF PREPARATION
The interim financial statements of Paragon Diamonds Limited are unaudited condensed consolidated financial statements for the six months to 30 June 2011. These include audited comparatives for the period to 31 December 2010.
2. significant accounting policies
The condensed consolidated financial statements have been prepared under the historic cost convention. The accounting policies adopted are consistent with those found in the preparation of the Group's annual financial statements for the period ended 31 December 2010.
3. SEGMENTAL REPORTING
The operations of the Group are located in Sierra Leone, Tanzania and the recently acquired projects in Lesotho, Zambia, Botswana. Head office costs are incurred in Guernsey.
The Group's primary reporting segments are geographical segments, being Sierra Leone, Tanzania and the recently acquired Southern Africa.
The following tables show the segment analysis of the Group's loss before tax for the period, net assets and other segment information:
Six months ended 30 June 2011 | ||||
Production - Sierra Leone | Exploration - Tanzania | Exploration - Southern Africa | Total | |
£000 | £000 | £000 | £000 | |
Income statement | ||||
Revenue | 687 | - | - | 687 |
Operating expenses | (1,465) | - | - | (1,465) |
Depreciation | (605) | - | - | (605) |
Impairment | (4,410) | - | - | (4,410) |
Interest expense | (24) | - | - | (24) |
Segmental result | (5,817) | - | - | (5,817) |
Head office administration costs | (509) | |||
Interest income | 3 | |||
Loss after tax | (6,323) | |||
NET ASSETS | ||||
Assets | 14,921 | 2,438 | 24,781 | 42,140 |
Liabilities | (2,636) | - | (346) | (2,982) |
Deferred tax liability | - | - | (4,852) | (4,852) |
Segment net assets | 12,285 | 2,438 | 19,583 | 34,306 |
Unallocated assets | 3,550 | |||
Unallocated liabilities | (32) | |||
Net assets | 37,824 | |||
Other Segment information | ||||
Capital expenditure: | ||||
Property, plant and equipment | - | - | 124 | 124 |
Intangible exploration and evaluation assets |
- | - | 24,364* | 24,364 |
* includes intangible assets acquired as part of the acquisition of International Diamond Consultants Limited (refer note 7)
Period ended 31 December 2010 | ||||
Production -Sierra Leone | Exploration - Tanzania | Total | ||
£000 | £000 | £000 | ||
Income statement | ||||
Revenue | 349 | - | 349 | |
Operating expenses | (545) | - | (545) | |
Depreciation | (354) | - | (354) | |
Interest expense | (11) | - | (11) | |
Segmental result | (561) | - | (561) | |
Head office administration costs | (242) | |||
Expenses for IPO | (335) | |||
Loss after tax | (1,138) | |||
NET ASSETS | ||||
Assets |
| 20,654 | 2,524 | 23,178 |
Liabilities | (2,472) | - | (2,472) | |
Segment net assets | 18,182 | 2,524 | 20,706 | |
Unallocated assets | 8,399 | |||
Unallocated liabilities | (195) | |||
Net assets | 28,910 | |||
Other Segment information | ||||
Capital expenditure: | ||||
Property, plant and equipment | 20,084 | - | 20,084 | |
Intangible exploration and evaluation assets |
- | 2,516 | 2,516 |
4. LOSS PER SHARE
Basic loss per share is based on the net loss for the period of £6,323,000 attributable to equity holders of the parent divided by the weighted average number of ordinary shares in issue during the period of 158,925,808.
5. INTANGIBLE EXPLORATION AND EVALUATION ASSETS
Exploration licences | |||
£000 | |||
COST AND BOOK VALUE AT 27 APRIL 2010 | - | ||
Purchase of mining licences | 2,500 | ||
Acquisition costs | 16 | ||
Foreign exchange differences | 8 | ||
Cost and book value at 31 DECEMBER 2010 | 2,524 | ||
Acquisition of subsidiary | 24,265 | ||
Exploration costs capitalised | 94 | ||
Foreign exchange differences | 185 | ||
Cost and book value at 30 June 2011 | 27,068 |
The above value of intangible assets represents the cash and non-cash consideration paid by the Group at the time of acquisition.
Purchase of mining licences
International Diamond consultants
During the period the Group acquired a further 54.2% interest in international diamond consultants. The consideration was satisfied by the issue of 36,994,235 new ordinary shares in the Company at a price of 34 pence per share representing £12,578,040 (refer note 7 for further details).
Impairment
The Directors have considered the following factors when undertaking their impairment review of the intangible assets:
a) Geology and lithology on each licence as outlined in the most recent CPRs (independent Competent Person's Reports)
b) The expected useful lives of the licenses and the ability to retain the license interests at renewal
c) Comparable information for large mining and exploration companies in the vicinity of each of the licences
d) History of exploration success in the regions being explored
e) Local infrastructure
f) Climatic and logistical issues
g) Geopolitical environment
After considering these factors, the Directors have not made any impairment for the period to 30 June 2011.
6. PROPERTY, plant and equipment
Camp buildings | Motor vehicles | Mining equipment | Mine | Total | |
Cost | £000 | £000 | £000 | £000 | £000 |
AT 27 APRIL 2010 | - | - | - | - | - |
Acquired with subsidiary | 70 | 43 | 1,829 | 18,041 | 19,983 |
Additions in period | - | - | 101 | - | 101 |
Foreign exchange differences | 3 | 2 | 66 | 656 | 727 |
At 31 December 2010 | 73 | 45 | 1,996 | 18,697 | 20,811 |
Additions in period | - | - | 200 | - | 200 |
Foreign exchange differences | (3) | (2) | (72) | (635) | (711) |
At 30 JUNE 2011 | 70 | 43 | 2,124 | 18,061 | 20,299 |
Depreciation | |||||
AT 27 APRIL 2010 | - | - | - | - | - |
Charge for the period | (3) | (3) | (133) | (215) | (354) |
At 31 December 2010 | (3) | (3) | (133) | (215) | (354) |
Charge for the period | (8) | (9) | (382) | (206) | (605) |
Impairment | - | - | - | (4,410) | (4,410) |
At 30 JUNE 2011 | (11) | (13) | (515) | (4,831) | (5,369) |
Net book value | |||||
At 27 APRIL 2010 | - | - | - | - | - |
At 31 December 2010 | 70 | 42 | 1,863 | 18,482 | 20,457 |
At 30 June 2011 | 60 | 31 | 1,608 | 13,231 | 14,930 |
Impairment
The Directors have considered the following factors when undertaking their impairment review of the tangible mining assets:
a) Geology and lithology on each licence as outlined in the most recent CPRs (independent Competent Person's Reports)
b) The expected useful lives of the licenses and the ability to retain the license interests at renewal
c) Comparable information for large mining and exploration companies in the vicinity of each of the licences
d) History of exploration success in the regions being explored
e) Local infrastructure
f) Climatic and logistical issues
g) Geopolitical environment
After considering these factors, the Directors have decided to impair the mining asset in Sierra Leone by 25% to represent the anticipated dilution of the Groups interest in the licences when negotiating the renewal of the licences.
7. Acquisition of subsidiary undertaking
On 17 May 2011 Paragon Diamonds completed the acquisition of a further 54.2% interest in International Diamond Consultants Limited bringing the total ownership to 98.5%. The initial 44.3% of IDC was purchased in 2010 and accounted for as an investment in associate as at 31 December 2010. Consideration for the 54.2% was settled by way of issuing 35,670,705 new ordinary shares in the Company at the market price of 34 pence per share equating to £12.1 million. In addition 1,323,530 new ordinary shares in the Company were issued to the vendors of IDC at a market price of 34 pence per share to fully settle outstanding debts of approximately £450,000 owed by IDC to its previous owners. A total staggered consideration of USD700,000 was also paid to the vendors under the terms of a joint venture agreement, this has been treated as cash consideration.
Book value | Fair value | |||
£000 | £000 | |||
Net assets acquired: | ||||
Capitalised exploration expenditure | 1,416 | 24,265 | ||
Site restoration provision | (46) | (46) | ||
Trade Creditors | (328) | (328) | ||
Deferred Taxation | - | (4,852) | ||
Minority Interest | (291) | |||
1,042 | 18,748 | |||
Total consideration | ||||
Consideration satisfied by: | ||||
Issue of new shares | 18,311 | |||
Cash (including £124,000 paid in current period) | 437 | |||
18,748 |
8. investmentS
A summary of investments is as follows:
Available for sale investments | Investment in associate | Total investments | ||
£000 | £000 | £000 | ||
Cost and fair value at 27 April 2010 | - | - | - | |
Additions at cost | 317 | 5,732 | 6,049 | |
Acquisition costs | - | 6 | 6 | |
Cost and fair value at 31 December 2010 | 317 | 5,738 | 6,055 | |
Transfer to acquisition of subsidiary (refer note 7) | (317) | (5,738) | (6,055) | |
Cost and fair value at 30 June 2011 | - | - | - |
9. SHARE CAPITAL
Number | £000 | |||
Authorised: | ||||
Ordinary shares of £0.01 each | Unlimited | Unlimited | ||
Allotted, issued and fully paid ordinary shares of £0.01 each: | ||||
Issued in the period | 142,682,819 | 1,427 | ||
At 31 December 2010 | 142,682,819 | 1,427 | ||
Issued in the period | 45,494,235 | 455 | ||
At 30 June 2011 | 188,177,054 | 1,882 |
Fully paid ordinary shares carry one vote per share and carry rights to dividends.
On 27 January 2011 the Company issued 8,500,000 new ordinary shares in the Company at a price of 34 pence per share raising gross proceeds of £2,890,000
On 17 May 2011 the Company issued 36,994,235 new ordinary shares in the Company at a price of 34 pence per share as consideration for the acquisition of International Diamond Consultants (refer note 7).
10. SHARE PREMIUM ACCOUNT
£000 | ||
At 27 April 2010 | - | |
Premium on issue of shares (see note 9) | 28,105 | |
Expenses on issue of shares | (150) | |
At 31 December 2010 | 27,955 | |
Premium on issue of shares (see note 9) | 15,013 | |
Expenses on issue of shares | (90) | |
At 30 JUNE 2011 | 42,878 |
Related Shares:
PRG.L