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Interims for six months ended 30 September 2013

27th Dec 2013 07:00

RNS Number : 3751W
West African Minerals Corporation
27 December 2013
 



27 December 2013

 

West African Minerals Corporation

("WAFM", the "Group" or the "Company")

 

Unaudited Consolidated Interim Financial Statements for the six month period ended 30 September 2013

 

The directors of West African Minerals Corporation (AIM: WAFM) are pleased to announce its unaudited interim consolidated financial Statements for the six months ended 30 September 2013.

 

Operational Highlights

· Drilling at South Djadom confirmed mineralization in five target areas

· Two blocks drilled in detail forming the basis of maiden Mineral Resource Estimates (MRES) announced in October

· Total combined Inferred MREs for Blocks 1 and 2 of 111.5 Mt @ 30.0% Fe at a 25% Fe cut-off grade (including 15.6 Mt @ 40.7% at a 35% Fe cut-off grade)

· South Djadom lease emerging as a possible satellite ore body to the adjacent Mbarga deposit

· Binga project maiden MRE expected in early January 2014 

· Potential of large untested geophysical anomalies on the North Djadom and Lélé leases to be tested

 

Financial Highlights

· Total Assets dropped by 21.2% to £23.4 million (31 March 2013: £29.7 million), largely as a result of impairment recognized in respect of Dja and Minko licence permits

· Cash remains over £3.5 million (31 March 2013: £9.4 million)

· Operational expenses continue to be rigorously controlled at all levels

· Basic and diluted loss per share increased from £0.0056 to £0.0221

 

Brad Mills, President of WAFM, said:

"2013 was an important year for WAFM as it moved from regional exploration to detailed definition drilling of two of its Cameroon licenses, Binga and Djadom. At South Djadom, we have defined two large scale iron resources that should have significant future value as a satellite development to the adjacent Mbarga deposit once infrastructure reaches this portion of the Cameroon-Congo Brazzaville iron ore belt. More importantly, definition drilling of two test blocks within the large scale geophysical anomaly at our near costal Binga concession will result in the release of a maiden resource for this concession in early 2014. We anticipate Binga will become the major focus for work in 2014 as the logistical costs (both operating and capital) of developing this lease are substantially lower than any of the more distant deposits in Eastern Cameroon."

 

The interim consolidated financial statements will shortly be available on the Company's web-site, http://westafricaminerals.com/annual-interim-filings.

 

For further information contact:

 

West African Minerals Corporation

Anton Mauve

Managing Director

+44 (0) 1624 639396

Denham Eke

Chief Financial Officer

 

+44 (0) 1624 639396

Beaumont Cornish Limited (Nominated Advisor)

Roland Cornish

Michael Cornish

+44 (0) 20 7628 3396

SP Angel Corporate Finance LLP (Broker)

Ewan Leggat

+44 (0) 20 3463 2260

GTH Communications

Toby HallSuzanne Johnson Walsh

+44 (0) 20 7822 7493/7492

 

Chairman's statement

 

Dear Shareholders,

A continuation of our systematic exploration in Cameroon during the second half of fiscal 2013 positioned the Company to deliver its first mineral resource estimates at its South Djadom prospect, adjacent to the Mbarga deposit in southeast Cameroon, as announced in October. With the completion of this work, the Company has focused its attention on firming up the continuity and grade of its Binga project, located approximately 60km from the new deep seaport at Kribi. We expect to publish a maiden resource for this prospect in early January 2014.

 

This work is the culmination of approximately 30,000 metres of reverse circulation and diamond core drilling completed to date. All six of our original concessions have received at least some drill testing and this work has greatly enhanced our understanding of the local geology of each concession and the prospects for large scale iron ore mineralization. The Company's strategy remains to explore for and develop iron ore mineralization in Western Africa presenting significant margins, being either inherently high grade or located in proximity to coastal infrastructure that can dramatically reduce capital and operating costs.

 

Results to September 2013

During the financial period under review, the Company reported a loss of £6.4 million (30 September 2012: £1.6 million). The increased loss was largely the impairment of deferred mine exploration costs and the impairment of exploration permits and goodwill.

 

As part of the licence renewal negotiations, the Company agreed to surrender the portion of its licences that related to areas within the national parks so that it could retain the full licence area for its remaining projects. This resulted in the surrender of the Dja and the majority of the Minko licences. In line with the Group's accounting policy for deferred mine exploration costs, the balances in relation to these two licence areas have been fully impaired. The impairment recognised, in respect of Dja and Minko, licence permits and capitalised deferred mine costs of £2.0 million (30 September 2012: £Nil) andexploration permit and goodwill of £3.4 million (30 September 2012: £Nil). In addition, the Company assessed the deferred mine costs relating to areas for which licences were still held for impairment as at 30 September 2013 and considered that the recoverable amount of these assets exceeded the carrying amount and as such, no impairment was recognized. There have been no indications of impairment since the last review and exploration activities to date have continued to be positive. As a result, the Company's Shareholder Equity reduced by 20.9% to £23.4 million (30 September 2012: £29.7 million).

 

Total costs capitalised to Deferred Mine Exploration costs stood at £9.9 million (31 March 2013: £7.0 million).

 

Cash stood at £3.5 million at the end of the period (31 March 2012: £9.4 million) and the cash at the end December 2013 is anticipated to be £1.8 million.

 

Operational expenses for the period, excluding impairment, stood at £1.0 million compared to £1.6 million for the equivalent period in the previous year, a 38% reduction.

 

The directors have instituted a cost control programme which will result in further future savings.

 

Total number of shares in issue increased to 289.1 million (31 March 2013: 288.0 million) resulting in an increase in Share Premium to £59.8 million (31 March 2013: £59.6 million). Total shares issued during the period comprised of 0.17 million shares and 0.94 million shares issued pursuant to an exercise of share options and warrants, respectively.

 

The Company issued share warrants totalling 1 million to certain consultants of the Group.

 

Phase III Infill Drilling Programmes

 

Results at South Djadom

The Company's exploration activities during the period focused on the first of the large-scale (25km interpreted strike length) geophysical targets at South Djadom following the gravity gradiometry survey conducted in February 2013 over the Djadom and Lélé concessions. These targets were interpreted as regionally extensive BIF with similar geophysical signatures and potentially geologically continuous to the adjacent Mbarga deposit.

 

Following the first set of results announced in March 2013 of 42 vertical Reverse Circulation (RC) holes drilled at the northern-most portion of South Djadom confirming the presence of BIF/enriched BIF and hematite-rich oxide cap in 11 drill holes over an area 3km by 2km, further vertical RC drilling extended the strike length of the known mineralisation to approximately 6km of the 25km long gravity and magnetic anomaly. This confirmation of near surface mineralisation provided the basis for an infill grid drilling program of approximately 200 holes starting at the northwest portion of the mineralisation. A second RC drill rig and two diamond drill rigs were deployed to further define geological control of the mineralisation model with the objective of establishing continuity of a maiden resource.

 

In July, the Company announced that scout drilling in 166 holes additional at South Djadom had identified five separate target blocks with confirmed mineralisation, two of which would be drilled in detail to establish the grade and tonnage for mineral resources. At the same time, approximately 100 infill holes on the Block 1 target had confirmed the consistent presence of an iron-rich stratigraphic sequence over a 3km strike length with widths varying from 50 to 200 metres. At Block 2 a second mineralised stratigraphic sequence was traceable over 2 km.

 

In early October, the Company delivered the first of two initial inferred mineral resource estimates (MREs) at South Djadom. Block 1 returned an Inferred MRE of 76.1 Mt @ 30.3% Fe at a 25% Fe cut-off grade. This included a higher grade colluvial and eluvial cap and near-surface enriched mineralisation of 12.6 Mt @ 41.6% at a 35% Fe cut-off grade. While a greater degree of enrichment and thickness of enriched mineralisation had been envisaged, the resulting tonnage was highly encouraging indicating that further exploration could unlock considerable additional resources.

 

Also released in October was a NI-43-101 compliant Inferred MRE for Block 2 of 35.4 Mt @ 29.5% Fe at a 25% Fe cut-off grade, which included a higher grade colluvial and eluvial cap and near-surface enriched mineralisation of 2.6 Mt @ 37.4% Fe at a 35% cut-off grade. The total compliant Inferred MRE for Blocks 1 and 2 combined stands at 111.5 Mt of Inferred Mineral Resource @ 30.0% Fe at a 25% Fe cut-off grade including 15.6 Mt @ 40.7% at a 35% Fe cut-off grade. The mineralised area extends from surface to between 100 and 150 metres below surface and remains open along strike to the southeast on Block 2, while enrichment of the primary BIF extends variably from surface to depths up to 40 metres with the majority of the enriched mineralisation shallower than 20 metres.

 

As a result of these initial MREs, the Company's South Djadom lease is emerging as a possible satellite ore body to the adjacent Mbarga deposit in this world-class iron district. The requirement for unlocking value for this lease will be the establishment of heavy rail service to this area.

 

Further work at South Djadom would involve preliminary metallurgical testing to determine if a commercially viable concentrate can be produced from this Inferred Mineral Resource and further definition drilling of additional defined block areas to establish their scale and grade. The Company is also planning to assess the large untested geophysical anomalies on the North Djadom and Lele leases with surface sampling and mapping in preparation for possible drill testing in 2014.

 

Binga - Strategic pathway to early cash flow

The Company's Binga license, located approximately 60km east of the Kribi multi-user, deep seaport presents a development option and strategic pathway for the Company to achieve its goal of rapid cash flow generation through short truck haulage and low capital cost access to shipping. Initially, mineralisation was recorded in the western sector of Binga on surface and in road-cuttings from Sinohydro's roadwork connected with the Memve'ele hydroelectric power project being built on the boundary between the Company's Binga and Minko leases. This was followed up in 2012 with over 5,500 metres of widely-spaced scout drilling in 114 holes that successfully confirmed the presence of target mineralization across the property. In August 2013, the Company undertook a successful programme of ground-based geophysics, defining a mineralized "envelope" over three small test blocks on the lease. The strategy of using ground geophysics to accurately direct the ensuing infill drilling programme was first tested on the South Djadom blocks and has proved a highly successful tool saving time and cost on the project. The drilling to test these geophysical anomalies is now completed and we expect to release a maiden MRE on Binga in early January 2014.

 

Based on our preliminary view of these results, the 2014 work programme is being designed to demonstrate: 1) metallurgical process requirements to produce a saleable concentrate; 2) ground geophysics to control future resource drilling; 3) resource expansion drilling to establish sufficient resource to support a 10+ year project; and 4) feasibility studies on commercial operations that will allow West African Minerals Corporation to be one of the first hard-rock mining operations in Cameroon.

 

Outlook

As the New Year opens, the Company expects to announce a maiden Mineral Resource Estimate (MRE) for the Binga project. Following completion of the MRE, metallurgical testing is planned along with ground geophysical surveys to further resource blocks at Binga and to improve our understanding of the economic viability, providing that the metallurgy work delivers a positive result and the resource is significantly expanded. A preliminary economic assessment will be completed, followed by a feasibility study. The timetable for completing this work is the end of calendar 2014. Based on the success of the foregoing, and in view of its close proximity to port, the Binga project could represent a clear strategic advantage for the Company. The potential for near-term cash flow would be based on short truck haulage on a newly paved regional road to port, anticipated low cost mining and energy efficient processing, and low capital port and terminal development.

 

At the large-scale southeast targets identified by geophysics, field verification will be undertaken at North Djadom and Lele, situated between the Mbalam and Nkout deposits. In addition, the Management and Board continue to assess acquisition or merger opportunities for synergy and growth, particularly in the very stable and favourable investment regime in Cameroon. The corollary of the more difficult market for minerals companies generally is that such opportunities can now be secured at advantageous prices. The Company's management maintains its positive outlook for the future demand for iron ore as the global economy continues to show signs of strengthening.

 

The 2013 calendar year has been challenging for the majority of mining companies and the junior sector in particular with share prices significantly lower than the start of the year and the Company was no exception. Management and the Board maintain a significant position in the Company and are committed to building value for all shareholders in the weeks and months ahead. In conjunction with this, the Directors are considering the possibility of raising approximately US$6 million in early 2014. The proceeds will be used principally to fund the development of the Binga licence zone, depending upon the results of a geophysical survey to be undertaken in the first quarter of 2014, but also to either continue the exploration programme in Cameroon or potentially fund further acquisitions. Certain major shareholders have indicated to the Directors that they will be willing to subscribe to a fund raising should this be approved by the Board.

 

Jim Mellon

Non-Executive Chairman

27 December 2013

 

Unaudited consolidated statement of comprehensive income

for the six month period ended 30 September 2013

 

Notes

Period ended

30 September 2013

(Unaudited)

Period ended

30 September 2012

(Unaudited)

Year ended

31 March 2013

(Audited)

£

£

£

Income

-

-

-

Expenses

Directors' fees

17

(256,628)

(307,506)

(633,672)

Salaries and wages

(105,274)

(38,146)

(142,135)

Consultants' fees

(32,869)

(6,798)

(19,819)

Other professional fees

(211,076)

(481,500)

(801,961)

Administration expenses

(254,638)

(286,830)

(600,232)

Share option and warrants

15

(56,642)

(420,709)

(876,620)

Other costs

(55,458)

(22,758)

(41,612)

Unrealised exchange gains/(losses)

3,045

5,227

(9,495)

Impairment of deferred mine exploration costs

6

(2,026,378)

-

-

Impairment of exploration permits

11

(3,142,327)

-

-

Impairment of goodwill

9

(214,569)

-

-

───────

───────

───────

Loss before finance (expense)/income

4

(6,352,814)

(1,559,020)

(3,125,546)

Finance (expense)/income

(5,945)

4,477

61,352

───────

───────

───────

Loss before income tax

(6,358,759)

(1,554,543)

(3,064,194)

Taxation

5

-

-

-

───────

───────

───────

Loss after income tax

(6,358,759)

(1,554,543)

(3,064,194)

Other comprehensive (loss)/income - foreign currency translation reserve

(80,030)

(54,574)

319,294

───────

───────

───────

Total comprehensive loss for the period/year

(6,438,789)

(1,609,117)

(2,744,900)

═══════

═══════

═══════

Loss attributable to:

Owners of the Company

(6,358,759)

(1,553,432)

(3,063,083)

Non-controlling interest

-

(1,111)

(1,111)

───────

───────

───────

(6,358,759)

(1,554,543)

(3,064,194)

═══════

═══════

═══════

Total comprehensive loss attributable to:

Owners of the Company

(6,438,789)

(1,608,006)

(2,743,789)

Non-controlling interest

-

(1,111)

(1,111)

───────

───────

───────

(6,438,789)

(1,609,117)

(2,744,900)

═══════

═══════

═══════

Basic and diluted loss per share

 

19

(0.0221)

(0.0056)

 

(0.0108)

═══════

═══════

═══════

 

The notes form part of these condensed consolidated interim financial statements.

 

The Directors consider that all results derive from continuing activities.

 

Unaudited consolidated statement of financial position

as at 30 September 2013

Notes

At

30 September 2013

(Unaudited)

At

31 Mach 2013

(Audited)

£

£

Assets

Property, plant and equipment

7

496,404

458,476

Deferred mine exploration costs

6

9,940,945

7,040,510

Exploration permits

11

8,655,866

11,798,193

Goodwill

9

643,706

858,275

───────

───────

Total non-current assets

19,736,921

20,155,454

───────

───────

Current assets

Cash and cash equivalents

3,510,843

9,437,392

Trade and other receivables

13

180,371

155,335

───────

───────

Total current assets

3,691,214

9,592,727

───────

───────

Total assets

23,428,135

29,748,181

═══════

═══════

Equity

Share premium

8

59,818,956

59,626,661

Share options reserves

15

897,470

864,159

Share warrants reserves

15

542,878

576,249

Foreign currency translation reserve

176,569

256,599

Retained deficit

(38,054,902)

(31,696,143)

───────

───────

Shareholders' equity

23,380,971

29,627,525

Non-controlling interest

-

-

───────

───────

Total equity

23,380,971

29,627,525

───────

───────

Current Liabilities

Trade and other payables

14

47,164

120,656

───────

───────

Total liabilities

47,164

120,656

───────

───────

Total equity and liabilities

23,428,135

29,748,181

═══════

═══════

 

The notes form part of these condensed consolidated interim financial statements.

 

These financial statements were approved by the board of directors on 27 December 2013 and were signed on their behalf by:

 

Denham Eke

Director

Unaudited consolidated statement of changes in equity

for the six month period ended 30 September 2013

 

 

Notes

Share

premium

Share options reserve

Share warrants reserve

Foreign currency translation reserves

Retained

deficit

Total shareholders' Equity

Non -controlling interest

Total

£

£

£

£

£

£

£

£

Balance at 1 April 2013 (audited)

59,626,661

864,159

576,249

256,599

(31,696,143)

29,627,525

-

29,627,525

Total comprehensive loss for the period

Loss for the period

-

-

-

-

(6,358,759)

(6,358,759)

-

(6,358,759)

Other comprehensive loss for the period

-

-

-

(80,030)

-

(80,030)

-

(80,030)

Transactions with owners, recorded directly in equity

Contributions by and distributions to owners

Exercise of options and warrants

8, 15

192,295

(13,783)

(42,919)

-

-

135,593

-

135,593

Options and warrants reserve charge

15

-

47,094

9,548

-

-

56,642

-

56,642

───────

───────

───────

───────

────────

───────

───────

───────

Balance at 30 September 2013 (unaudited)

59,818,956

897,470

542,878

176,569

(38,054,902)

23,380,971

-

23,380,971

═══════

═══════

═══════

═══════

════════

═══════

═══════

═══════

Balance at 1 April 2012 (audited)

43,838,819

29,546

534,242

(62,695)

(18,517,934)

25,821,978

14,735

25,836,713

Total comprehensive loss for the period

Loss for the period

-

-

-

-

(1,553,432)

(1,553,432)

(1,111)

(1,554,543)

Other comprehensive loss for the period

-

-

-

(54,574)

-

(54,574)

-

(54,574)

Transactions with owners, recorded directly in equity

Contributions by and distributions to owners

Shares issued for cash subscription

8

5,613,578

-

-

-

-

5,613,578

-

5,613,578

Exercise of options

8, 15

32,507

-

-

-

-

32,507

-

32,507

Shares issued in settlement of subsidiary acquisitions

8

10,128,750

-

-

-

-

10,128,750

-

10,128,750

Options and warrants reserve charge

15

-

399,705

21,004

-

-

420,709

-

420,709

Changes in ownership interests in subsidiaries

Non-controlling interest on acquisition

-

-

-

-

(10,115,126)

(10,115,126)

(13,624)

(10,128,750)

───────

───────

───────

───────

────────

───────

───────

───────

Balance at 30 September 2012 (unaudited)

59,613,654

429,251

555,246

(117,269)

(30,186,492)

30,294,390

-

30,294,390

═══════

═══════

═══════

═══════

════════

═══════

═══════

═══════

The notes form part of these condensed consolidated interim financial statements.

 

 

Unaudited consolidated statement of cash flows

for the six month period ended 30 September 2013

 

Notes

Period ended

30 September 2013

(Unaudited)

Period ended

30 September 2012

(Unaudited)

Year ended 31 March 2013

(Audited)

£

£

£

Cash flows from operating activities

Loss before income tax

(6,358,759)

(1,554,543)

(3,064,194)

Adjusted for non-cash and non-operating items:

Depreciation

7

31,963

10,351

16,083

Share options and warrants charge

56,642

420,709

876,620

Loss on sale of property, plant and equipment

16,230

-

-

Impairment of deferred mine exploration costs

6

2,026,378

-

-

Impairment of exploration permits

11

3,142,327

-

-

Impairment of goodwill

9

214,569

-

-

Finance expense/(income)

5,945

(4,477)

(61,352)

───────

───────

───────

(864,705)

(1,127,960)

(2,232,843)

Change in trade and other receivables

(25,036)

21,009

116,938

Change in trade and other payables

(73,492)

(220,424)

(399,576)

───────

───────

───────

Net cash used in operating activities

(963,233)

(1,327,375)

(2,515,481)

Cash flows from investing activities

Purchase of property, plant and equipment

7

(156,250)

(165,142)

(277,626)

Proceeds from sale of property, plant and equipment

29,735

-

-

Amount paid for capitalised deferred mine exploration cost

6

(4,886,419)

(1,805,068)

(4,449,101)

───────

───────

───────

Net cash used in investing activities

(5,012,934)

(1,970,210)

(4,726,727)

Cash flows from financing activities

Interest (paid)/received

(5,945)

4,477

61,352

Cash proceeds from issue of shares

8

-

5,613,578

5,613,578

Exercise of share options and warrants

8

135,593

32,507

45,514

───────

───────

───────

Net cash generated from financing activities

129,648

5,650,562

5,720,444

Effect of foreign exchange movement on cash

(80,030)

(54,574)

319,294

(Decrease)/increase in cash and cash equivalents

(5,926,549)

2,298,403

(1,202,470)

Cash and cash equivalents at beginning of period/year

9,437,392

10,639,862

10,639,862

───────

───────

───────

Cash and cash equivalents at end of period/year

3,510,843

12,938,265

9,437,392

═══════

═══════

═══════

Significant non-cash transactions

Shares issued in settlement of acquisition of non-controlling interest in CMC Guernsey/ CMC Cameroon

-

10,128,750

10,128,750

═══════

═══════

═══════

 

The notes form part of these condensed consolidated interim financial statements.

 

 

Notes

forming part of the condensed consolidated interim financial statements for the period ended 30 September 2013

 

1 Reporting Entity

West African Minerals Corporation (formerly Emerging Metals Limited) (the "Company" or "WAFM") is a company domiciled in the British Virgin Islands. The Company's strategic objective is to acquire holdings in natural resources companies and/or physical resource assets which the Directors believe are undervalued and where such a transaction has the potential to create value for Shareholders. The Directors intend to take an active role in the management of such investments and estimate that they will be held for periods of up to five years.

 

2 Basis of preparation

 

(a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS34 Interim Financial Reporting and do not include all of the information required for full annual financial statements.

 

These condensed consolidated interim financial statements were authorised for issue by the Board of Directors on 27 December 2013.

 

(b) Basis of measurement

 

Functional and Presentation Currency

The condensed consolidated interim financial statements of the Group are presented in Pounds Sterling (£) which is the Company's functional currency. All financial information presented in Pounds Sterling has been rounded to the nearest pound.

 

Estimates

The preparation of condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

In preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 March 2013.

 

Going concern

The condensed consolidated interim financial statements have been prepared on a going concern basis, taking into consideration the level of cash and cash equivalents presently held by the Group, in addition to the assessment of the Directors that the current status and plans for the current projects in Sierra Leone and Cameroon remain viable. The Directors therefore have a reasonable expectation despite the economic uncertainty that the Company will have adequate resources and liquidity management for its continuing existence and projected activities for the foreseeable future, and for these reasons, continue to adopt the going concern basis in preparing the consolidated financial statements for the period ended 30 September 2013.

 

3 Significant accounting policies

The condensed consolidated interim financial statements of the Company for the period ending 30 September 2013 comprise the Company and its subsidiaries (together referred to as the "Group").

 

The accounting policies adopted by the Group in the preparation of these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 March 2013. There were no new accounting policies adopted during the period.

 

The audited consolidated financial statements of the Group as at and for the year ended 31 March 2013 are available at the Group's website: http://westafricanminerals.com/content/investor-centre/annual-interim-filings

 

4 Loss before finance income

Loss before finance income is stated after charging:

Company and Group

Period ended

30 September 2013

Period ended

30 September 2012

For the year ended 31 March 2013

£

£

£

Auditors' Fees

8,500

18,630

37,260

Auditors' Fees - non audit services

-

-

-

Directors' Fees (note 17)

256,628

307,506

633,672

Depreciation (note 7)

31,963

10,351

16,083

══════

══════

══════

 

5 Taxation

The British Virgin Islands under the International Business Companies Act 2004 imposes no corporate taxes or capital gains taxes. However, the Group may be liable for taxes in the jurisdictions where it is operating however, such operations are currently loss making.

 

The effective corporate tax rate in Cameroon is 38.5% (35% basic and 10% surcharge). The basic rate is reduced to 30% for the first three years a company is listed on the national stock exchange. Losses may be carried over for utilisation for up to four years. The operating subsidiary in Cameroon incurred losses therefore it is not subject to tax liability.

 

For mining companies in Sierra Leone, the tax rate is 37.5% subject to additional tax on profits agreed between the Minister of Mines and Mineral Resources and the company. However, the deduction for any year of assessment must not be such that the tax payable will be less than 50% of the tax due if the loss is not carried forward. Losses may be carried over indefinitely. The operating subsidiary in Sierra Leone incurred losses therefore it is not subject to tax liability.

 

Deferred tax assets have not been recognised in respect of the losses incurred due to insufficient evidence of the timing of suitable future profits against which they can be recovered. No deferred tax liability has been recognised as a result of the losses in the period.

 

6 Deferred mine exploration costs

The schedule below details the current projects of the Group and the related acquisition cost capitalised:

Cameroon

Sierra Leone

Total

£

£

£

Deferred mine exploration costs at 1 April 2013

5,583,285

1,457,225

7,040,510

Costs capitalised during the period

4,884,016

2,403

4,886,419

Depreciation charges capitalised during the period (note 7)

40,394

-

40,394

Impairment recognised in the period

(2,026,378)

-

(2,026,378)

─────────

─────────

─────────

Balance at 30 September 2013

8,481,317

1,459,628

9,940,945

═══════

═══════

═══════

Deferred mine exploration costs represent intangible assets. Equipment and other assets used in exploratory activities are capitalised in Property, Plant and Equipment. Depreciation charges in respect of these assets are capitalised in deferred mine exploration costs.

 

The CMC Exploration Permits, held by Compagnie Minière du Cameroun ("CMC Cameroon") originally comprise six permits for the exclusive rights to explore for iron ore and associated minerals in each of the Dja, Djadom, Lélé, Binga, Minko and Sanaga zones in Cameroon. Licence permit for Dja and a large portion of Minko were relinquished during the period. Renewal applications for the remaining licences for two additional years have been submitted and approved in principle, although the Company is still waiting for an official reply.

 

The Sierra Leone Licences comprise five exploration licences (EL.05/11, EL.06/11, EL.07/11, EL.08/11 and EL.09/11) for the exclusive right to explore for all minerals over a total area of approximately 687 square kilometres. Three of the Sierra Leone Licences (EL.05/11, EL.06/11 and EL.07/11) are held by Ingwe Investments Limited and the other two are held by Tanziron Resources Limited (EL.08/11 and EL.09/11). These licences are valid for four years from 17 January 2011.

 

During the period to 30 September 2013, as part of the licence renewal negotiations the Group agreed to surrender the portion of its licences that related to areas within the national parks so that it could retain the full licence area for its remaining projects. This resulted in the surrender of the Dja and the majority of the Minko licences. In line with the Group's accounting policy for Deferred mine exploration costs the balances in relation to these two licence areas have been fully impaired.

 

The Company assessed the deferred mine costs, relating to areas for which licences were still held, for impairment as at 30 September 2013 and considered that the recoverable amount of these assets exceeded the carrying amount and as such, no impairment was recognized. There have been no indications of impairment since the last review and exploration activities to date have continued to be positive.

 

7 Property, plant and equipment

Group

Geological tools & equipment

Furniture & equipment

Leaseholdimprovements

Transportation

equipment

Total

£

£

£

£

£

Cost

At 1 April 2013

118,431

118,464

27,347

366,285

630,527

Additions

18,309

19,346

-

118,595

156,250

Disposal

-

-

-

(65,664)

(65,664)

──────

──────

──────

──────

──────

As at 30 September 2013

136,740

137,810

27,347

419,216

721,113

──────

──────

──────

──────

──────

Depreciation

At 1 April 2013

31,707

41,452

5,018

93,874

172,051

Charge for the period - expensed

5,992

11,624

1,772

12,575

31,963

Charge for the period - capitalised

5,698

6,084

-

28,612

40,394

Disposal

-

-

-

(19,699)

(19,699)

──────

──────

──────

──────

──────

As at 30 September 2013

43,397

59,160

6,790

115,362

224,709

──────

──────

──────

──────

──────

Net book value

As at 30 September 2013

93,343

78,650

20,557

303,854

496,404

As at 31 March 2013

86,724

77,012

22,329

272,411

458,476

══════

══════

══════

══════

══════

 

8 Capital and reserves

 

Capital Management

The Group manages its capital to maximize the return to the shareholders through the optimization of equity. The capital structure of the Group at 31 March 2013 and 30 September 2013 consists of equity attributable to equity holders of the Company, comprising issued capital, reserves and retained deficit as disclosed.

 

The Group manages its capital structure and makes adjustments to it, in light of economic conditions and the strategy approved by shareholders. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares and release the Company's share premium account. No changes were made in the objectives, policies or processes during the period.

Share capital and premium

The Company is authorised to issue an unlimited number of nil par value shares of a single class. The Company may issue fractional shares and a fractional share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares. Shares may be issued in one or more series of shares as the Directors may by resolution determine from time to time.

 

Each share in the Company confers upon the shareholder:

· the right to one vote at a meeting of the shareholders or on any resolution of shareholders;

· the right to an equal share in any dividend paid by the Company; and

· the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.

 

The Company may by resolution of the Directors redeem, purchase or otherwise acquire all or any of the shares in the Company subject to regulations set out in the Company's Articles of Incorporation.

 

Authorised

The Company is authorised to issue an unlimited number of nil par value shares of a single class.

Date

Issue price

Shares

Share capital

Share premium

Issued ordinary shares

Number

£

£

At 1 April 2012

258,949,579

-

43,838,819

CMC Cameroon NCI acquisition (note 10)

21/05/2012

£0.5475

18,500,000

-

10,128,750

Exercise of options (note 15)

08/06/2012

£0.1362

238,667

-

32,507

Private placement

15/06/2012

£0.55

10,206,506

-

5,613,578

Exercise of options (note 15)

04/01/2013

£0.1362

95,500

-

13,007

───────

─────

──────

At 31 March 2013

287,990,252

-

59,626,661

Exercise of option (note 15)

21/06/2013

£0.25

166,666

-

41,667

Fair value of options exercised *

-

-

13,783

Exercise of warrants (note 15)

17/09/2013

£0.10

939,261

-

93,926

Fair value of warrants exercised *

-

-

42,919

───────

─────

──────

At 30 September 2013

289,096,179

-

59,818,956

═══════

═════

══════

* calculated at the date of issue of the instrument

 

Foreign currency translation reserve

The translation reserve comprises all foreign currency differences arising from the translations of the financial statements of foreign operations for consolidation.

 

Share options and warrants reserve

These reserves comprise the fair value of options and warrants in issue as at 30 September 2013. A reconciliation and methodology used in determining the fair values are set out in notes 15.

 

Dividends

No dividends were declared or proposed by the Directors during the period (31 March 2013: £Nil).

 

9 Goodwill

Goodwill has been recognized as a result of acquisition of Ferrum and its subsidiaries. The total balance as at the period end is analysed as follows:

Cameroon

Sierra Leone

Total

£

£

£

Acquisition of Ferrum

643,706

214,569

858,275

Impairment of exploration permits

(214,569)

-

(214,569)

────────────

────────────

────────────

Balance at 30 September 2013

429,137

214,569

643,706

═══════

═══════

═══════

 

During the period to 30 September 2013, as part of the licence renewal negotiations the Group agreed to surrender the portion of its licences that related to areas within the national parks so that it could retain the full licence area for its remaining projects. This resulted in the surrender of the Dja and the majority of the Minko licences. In line with the Group's accounting policy for Goodwill, the balances in relation to these two licence areas have been fully impaired. The Company assessed the goodwill attributable to remaining exploration permits for impairment as at 30 September 2013 and considered that the recoverable amount of these intangible assets exceeded the carrying amount and as such, no impairment was recognized. There have been no indication of impairment since the last review and exploration activities to date have continued to be positive.

 

10 Investment in subsidiary undertakings

As at 30 September 2013, the Group had the following subsidiaries:

 

Name of company

Place of incorporation

Ownership interest

Principal activity

Ferrum Resources Limited (Ferrum) *

BVI

100%

Holding company of CMC, Ferrous Africa, Ferrum Guinee, Ferrous Benin and Ferrum Mauritania

CMC Guernsey Limited (CMC)

Guernsey

100%

Holding company of CMC Cameroon

Compagnie Minière du Cameroun (CMC Cameroon)

Cameroon

100%

Holds exploration licences in Cameroon

Ferrous Africa Limited (Ferrous Africa)

BVI

100%

Holding company of Tanziron, Ingwe and Ferrous Benin

Tanziron Resources Limited (Tanziron)

BVI

100%

Holds exploration licences in Sierra Leone

Ingwe Investments Limited (Ingwe)

Guernsey

100%

Holds exploration licences in Sierra Leone

Ferrum Resources Guinee S.A. (Ferrum Guinee)

Guinea

100%

Holds exploration applications in Guinea

* Held directly by WAFM. All other holdings are indirect

 

These consolidated financial statements include the results of the subsidiaries from the date that control is obtained to 30 September 2013 or the date the control ceases.

 

11 Exploration permits

The Group recognised the fair value of intangible assets attributable to exploration permits (including those previously unrecognised) as a result of the following business combinations:

Cameroon

Sierra Leone

Total

£

£

£

Acquisition of initial interest in Ferrum Resources

6,002,990

2,371,151

8,374,141

Acquisition of initial interest in CMC Guernsey

3,424,052

-

3,424,052

Impairment of exploration permits

(3,142,327)

-

(3,142,327)

───────────

───────────

───────────

Balance at 30 September 2013

6,284,715

2,371,151

8,655,866

═══════

═══════

═══════

 

During the period to 30 September 2013, as part of the licence renewal negotiations the Group agreed to surrender the portion of its licences that related to areas within the national parks so that it could retain the full licence area for its remaining projects. This resulted in the surrender of the Dja and the majority of the Minko licences. In line with the Group's accounting policy for exploration permits the balances in relation to these two licence areas have been fully impaired. The Company assessed the remaining exploration permits for impairment as at 30 September 2013 and considered that the recoverable amount of these intangible assets exceeded the carrying amount and as such, no impairment was recognized. There have been no indication of impairment since the last review and exploration activities to date have continued to be positive.

 

12 Financial instruments

 

Financial risk management

All aspects of the Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 March 2013.

 

Financial Instruments classification

Financial instruments comprise cash and trade and other receivables (classified as loans and receivables) and accounts payable and accrued expenses (classified as other financial liabilities). The carrying amounts of these financial instruments reported in the statement of financial position approximate their fair values due to the short-term nature of these accounts.

 

13 Trade and other receivables

30 September 2013

£

31 March 2013

£

Trade receivables

-

1,945

Prepayments

 

86,534

66,448

Other debtors

93,837

86,942

─────────────

─────────────

180,371

155,335

══════

══════

 

14 Trade and other payables

 

 

30 September 2013

£

31 March 2013

£

Trade payables

32,000

48,465

Accrued expenses

8,431

43,694

Other creditors

6,733

28,497

─────────────

─────────────

47,164

120,656

══════

══════

 

15 Share options and warrants

 

Share warrants

The total number of share warrants in issue as at the period end is set out below.

Recipient

Grant

Date

Term in years

Exercise

Price

01 April

2013

Issued

Exercised

30 September

2013

Fair value of warrants in issue at period end

Expensed during the period

£

£

Ferrum warrants holders 1, 3

09/01/12

5

24.40p

11,456,000

-

-

11,456,000

382,637

-

Advisors 2, 3

09/01/12

5

10.00p

1,878,523

-

-

1,878,523

85,838

-

Advisors 2, 3

09/01/12

2

10.00p

1,439,261

-

(939,261)

500,000

22,847

-

Consultants 4

02/04/12

5

25.00p

1,400,000

-

-

1,400,000

51,556

9,548

Investors

29/05/13

5

45.00p

-

1,000,000

-

1,000,000

-

-

─────────────────

───────────────

───────────────

────────────────

───────────────

──────────────

16,173,784

1,000,000

(939,261)

16,234,523

542,878

9,548

════════

═══════

═══════

═══════

═══════

══════

Notes

1. Issued as part of consideration paid by the Company to non-controlling shareholders of Ferrum Resources Limited in accordance with the terms of sale of Ferrum shares not yet owned by WAFM). These effectively replace the existing 8 million options issued to Ferrum non-controlling shareholders valued at and fully expensed prior to acquisition of £80,000 at the time of acquisition/issue.

2. In accordance with the terms of engagements, these warrants were granted to Company's advisors following successful completion of the company's admission to AIM.

3. Ferrum warrants and warrants issued to Advisors on 09/01/12 vested immediately and as such the fair value in relation to these has been fully recognised. These warrants can be used anytime during the exercise period.

4. These warrants are subject to 3 years equal annual instalments vesting period.

 

The Company has utilised the Black Scholes Model for the purposes of estimating the fair value of the share warrants upon issue. The following table lists the inputs to the models used for warrants issued during the current and prior years.

 

29 May 2013

02 April 2012

9 January 2012

Dividend yield (%)

-

-

Expected volatility (%) 1

30%

40%

90%

Risk-free interest rate (%)2

0.6%

0.7%

1.5%

Share price at grant date

39.0 pence

21.6 pence

11.5 pence

Share price (market value)

39.0 pence

21.6 pence

11.5 pence

Exercise price

45.0 pence

25.00 pence

24.0/10.0 pence

Expected exercise period

3 years

3 years

1 year

 

Notes

1. Annualised standard deviation of continuously compounded rates of return based on Company's historic share prices

2. Rate on 2 year Guilt Strips

 

Share options

The total number of share options in issue as at the period end is set out below.

Recipient

Grant

Date

Term

in years

Exercise

Price

01 April

2013

Issued

 

Lapsed

Exercised

30 September 2013

Expensed during the period

Fair value

£

£

Directors

26/03/12

10

25.00p

5,300,000

-

(2,700,000)

-

2,600,000

(65,162)

411,498

Directors

24/04/12

10

25.00p

5,200,000

-

(333,334)

(166,666)

4,700,000

63,017

402,473

Consultant

01/05/12

10

40.13p

400,000

-

-

-

400,000

8,647

52,000

Consultant & employees

15/06/12

10

55.00p

600,000

-

(200,000)

-

400,000

20,721

99,480

Consultant

20/08/12

10

55.00p

100,000

-

(100,000)

-

-

-

-

Consultant & employees

01/11/12

10

65.00p

290,934

-

-

-

290,934

19,871

59,438

─────────

─────────

──────────

─────────

───────────

────────

─────────

11,890,934

-

(3,333,334)

(166,666)

8,390,934

47,094

1,024,889

══════

══════

═══════

══════

═══════

═════

══════

 

The Company has utilised the Black Scholes Model for the purposes of estimating fair value of the share options upon issue. The following table lists the inputs to the models used for options in issue as at the period end.

01 November 2012

15 June 2012

1 May 2012

24 April 2012

26 March 2012

Dividend yield (%)

-

-

-

-

-

Expected volatility (%)1

40%

40%

40%

40%

90%

Risk-free interest rate (%)2

0.63%

0.63%

0.96%

0.95%

1.5%

Share price at grant date

64.75 pence

53.50 pence

40.12 pence

25.25 pence

24.78 pence

Share price (market value)

64.75 pence

53.50 pence

40.12 pence

25.25 pence

24.78 pence

Exercise price

65.50 pence

55.00 Pence

40.13 pence

25.00 pence

25.00 pence

Expected exercise period

4 years

4 years

4 years

4 years

4 years

 

Notes

1. Annualised standard deviation of continuously compounded rates of return based on Company's historic share prices

2. Rate on 2 year Guilt Strips

 

Share Option Scheme

In accordance with, and subject to the terms of the Company's Share Option Scheme, options issued during the year shall vest in equal instalments annually over a period of three years from the date of grant. Vested options are exercisable at the Exercise Price and may not be exercised later than the tenth anniversary of the Date of Grant.

 

The Directors shall have an absolute discretion as to the selection of persons to whom an Option is granted by the Company. An option shall not be granted to any person unless he is a person/company who has provided or is providing services to the Group as a consultant or otherwise ("Approved Grantee") or an employee or any person nominated by such Approved Grantee or employee. The exercise price shall be determined by the Directors and shall be the market value of a Share on the date of the grant of the option to the option holder or shall be such greater or lesser price as the Directors shall determine in their discretion provided always that in the case of a subscription option, the price shall not be less than the nominal value of a Share.

 

Exercise of the option may be conditional upon satisfaction of performance-related conditions as shall be determined by the Directors and notified to the option holder on the date of the grant. They are not transferable and may not be exercised when to do so would contravene the provisions of the Company's code governing share dealings by directors and employees. In the event that a director/consultant resigns and ceases to be engaged by the Company in any role, pursuant to the Share Option Scheme rules, he or she may only exercise options which have vested and for a period of no later than six months from resignation.

 

16 Segment reporting

The Group operates in one industry segment: mineral exploration and development in two African regions, Cameroon and Sierra Leone. The activities of these regions alongside those of the corporate entities within the Group are regularly monitored by management to make decisions about resources and assess its performance and discrete financial information is maintained for each. Below is the analysis of Group's exposures in these segments:

 

 Cameroon

£

 Sierra Leone

£

Corporate

£

Total

£

Deferred mine exploration costs

8,481,317

1,459,628

-

9,940,945

Exploration permit

6,284,715

2,371,151

-

8,655,866

Other non-current assets

789,806

350,304

-

1,140,110

Current assets

591,018

751

3,099,445

3,691,214

Total liabilities

(13,436)

(3,380)

(30,348)

(47,164)

Finance expense

-

-

(5,945)

(5,945)

Expenses

(5,464,598)

(197,370)

(690,846)

(6,352,814)

Net loss

(5,464,598)

(197,370)

(696,791)

(6,358,759)

Other comprehensive loss

(83,905)

3,875

-

(80,030)

 

17 Related party transactions

All related party transactions occurred on an arm's length basis and in the normal course of operations.

 

Key management personnel

As discussed in note 15, the Board of Directors may issue share options or warrants to persons/company who provide services to the Group. The following table is a reconciliation of warrants and options in issue to key personnel as at 30 September 2013. The value of these warrants/options is commensurate with the value of services provided to the Company.

 

 

Name

at 31 March 2013

 

Granted

 

Exercised

Lapsed

at

30 September 2013

Denham Eke

1,000,000

-

-

-

1,000,000

Stephen Dattels (resigned 17 July 2013)

2,800,000

-

-

(1,866,667)

933,333

James Mellon

500,000

-

-

-

500,000

Guy Elliot (resigned 11 October 2012)

500,000

-

-

(500,000)

-

Bradford Mills

2,800,000

-

-

-

2,800,000

Anton Mauve

1,400,000

-

-

-

1,400,000

Gualtiero Giori (resigned 30 April 2013)

500,000

-

(166,666)

(333,334)

-

Gerard Holden

500,000

-

-

-

500,000

 

Directors' interests in the capital of the Company are the following:

 

Number of Ordinary Shares

Percentage of Issued Capital

Brad Mills (note 18)

30,925,428

10.70%

Stephen Dattels (resigned 17 July 2013) (note 18)

27,172,906

9.40%

James Mellon (note 18)

18,027,398

6.24%

Denham Eke

1,151,827

0.40%

 

Directors of the Group received the following remuneration during the period:

 

 

 

30 September

2013

£

30 September

2012

£

Stephen Dattels (resigned 17 July 2013)

18,539

31,590

Bradford Mills

55,075

55,602

Anton Mauve

79,793

76,297

Denham Eke

41,306

47,377

James Mellon

10,625

12,500

Patrick Weller (resigned 17 April 2012)

-

5,702

Guy Elliot (resigned 11 October 2012)

-

12,500

Gualtiero Giori (resigned 30 April 2013)

1,771

10,965

Gerard Holden

10,625

10,965

Directors of subsidiaries

Phillip Monier **

-

6,020

Richard Garnett

38,894

37,988

────────

────────

256,628

307,506

════════

════════

** Directors of subsidiaries. Total fees paid were inclusive of termination fees, where applicable.

 

Burnbrae Limited

The Company has entered into a service agreement with Burnbrae Limited for the provision of administrative and general office services. Mr James Mellon and Mr Denham Eke are both directors of Burnbrae Limited and the Company. During the period the Company incurred a total cost of £49,953 (six month period ended 30 September 2012: £58,365) under this agreement of which £Nil was outstanding at end of the period (2012: £nil).

 

18 Significant shareholdings

Except for the interests disclosed in this note, the Directors are not aware of any holding of Ordinary Shares as at 30 September 2013 representing 3% or more of the issued share capital of the Company:

 

Number

 of Ordinary Shares

Percentage of Total Issued Capital

Vidacos Nominees Limited

46,017,464

15.92%

Rosy Mining Limited

35,889,079

12.41%

Plinian Guernsey Limited 3

30,925,428

10.70%

Stephen Dattels 1

27,172,906

9.40%

James Mellon 2

18,027,398

6.24%

Panetta Partners Limited

16,829,000

5.82%

Generation Resources Limited

14,360,340

4.97%

Tocqueville Gold Fund

10,000,000

3.46%

 

Notes:

1. These shares are held by Regent Mercantile Holdings Limited, a company owned by a trust under which Stephen Dattels is a discretionary beneficiary.

2. James Mellon's shareholding consists of 17,343,727 shares held by Galloway Limited, a company which is indirectly wholly owned by the trustee of a settlement under which James Mellon has a life interest. The balance of James Mellon's shareholding is held in his own name.

3. Brad Mills and Anton Mauve are principals of Plinian Guernsey Limited which acted as operator of CMC Guernsey prior to acquisition by Ferrum Resources Limited.

 

19 Basic and diluted loss per share

The calculation of basic loss per share of the Group is based on the net loss attributable to shareholders for the period of £6,358,759 (2012: net loss of £1,553,432) and the weighted average number of shares outstanding of 288,148,960 (2012: 278,410,257).

 

Weighted average number of ordinary shares

30 September 2013

30 September 2012

Issued ordinary shares at 01 April

287,990,252

258,949,579

Effect of shares issued for cash

-

5,967,738

Effect of share options exercised

91,985

148,678

Effect of share warrants exercised

66,723

-

Effect of shares issued on business combination

-

13,344,262

────────

────────

Weighted average number of ordinary shares

288,148,960

278,410,257

════════

════════

 

Diluted earnings per share are calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares such as warrants and options. As at 30 September 2013 and 2012, there is no dilutive effect because the Group incurred net losses in both periods. Therefore, basic and diluted earnings per share are the same.

 

20 Commitments and contingent liabilities

There are no known contingent liabilities as at the period end.

 

As part of the initial licence application as well as during the renewal process, under the Cameroon law, there is a minimum technical expense commitment of circa $200/km2/year on each permit. The total surface area for the licences retained during the period was about 4000 km2 which brings the Company's total commitment for the year to at least US$800,000.

 

21 Subsequent events

The Directors are considering the possibility of raising approximately US$6 million in early 2014. The proceeds will be used principally to fund the development of the Binga licence zone, depending upon the results of a geophysical survey to be undertaken in the first quarter of 2014, but also to either continue the exploration programme in Cameroon or potentially fund further acquisitions. Certain shareholders have indicated to the Directors that they will be willing to subscribe to a fund raising should this be approved by the Board.

This information is provided by RNS
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OKYO.L
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