8th Dec 2009 16:38
|
For Immediate Release |
8 December 2009 |
Triple Plate Junction PLC
("TPJ" or the "Company")
Preliminary Results for the Year ended 31 March 2009
And Restoration of Trading
Triple Plate Junction PLC (AIM : TPJ), the gold, copper-gold and mineral exploration and processing company announces its preliminary results for the year ended 31 March 2009. The Company's Annual Report for the year ended 31 March 2009 is today being despatched to shareholders and it is expected that trading in the Company's securities will be restored on AIM with effect from 7.00 a.m. on Wednesday 9 December 2009.
Summary of key points:
Papua New Guinea
Vietnam
Zambia
Triple Plate Junction (Africa) sold on 7 October 2009.
Financial
Revenue increased to £320,000
Loss before tax: £18,576,000
Cash balance of £203,000 as at 31 March 2009
Publication Of Non Statutory Accounts The financial information set out in this announcement does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. The consolidated balance sheet at 31 March 2009 and the consolidated income statement, consolidated statement of changes in equity, consolidated cash flow statement and associated notes for the year then ended have been extracted from the Group's 2009 statutory financial statements upon which the auditors opinion is qualified and does not include any statement under Section 498(2) of the Companies Act 2006. Those financial statements have not yet been delivered to the registrar of companies.
A copy of the annual report will be available on the Company website at www.tpjunction.com
Ian Gowrie-Smith, Chairman, commented:
"It is now clear that the Company's remaining activities will not be sufficient for it to maintain a listing of Ordinary Shares on AIM with all of the associated costs that come with an AIM listing. The majority of Directors therefore propose to delist the Ordinary Shares from trading on AIM and leave the Company in a fairly dormant state to see if any of the Company's PNG JV's make a discovery. Regular updates will follow. A circular detailing the proposed delisting is being posted to shareholders today and is subject to a separate announcement.
For further information please contact:
|
Triple Plate Junction PLC |
020 73409970 |
|
David Lees, Acting Chief Executive / Peter Wright, Finance Director |
|
|
Buchanan Communications |
020 7466 5000 |
|
Tim Anderson |
|
|
Arbuthnot Securities |
020 7012 2000 |
|
John Prior |
CHAIRMANS STATEMENT
Triple Plate Junction, (AIM:TPJ) has completed a strategic review of its activities in Papua New Guinea ("PNG"), Vietnam and Zambia. It was hoped that the gold prospects in Vietnam and copper production in Zambia could both yield substantial returns to shareholders, however this potential has not been realized. TPJ is cash constrained and therefore must concentrate its resources on PNG where it has the prospects of the fastest return on investment.
PNG
TPJ's great strength in PNG is the fact that almost all the cost of the continuing exploration activities are being paid by the Company's joint venture partners, Barrick Gold Corporation (Barrick) and Newmont Ventures Limited (Newmont).
Post 31 March , Barrick has completed expenditure of AU$5m on its joint venture areas with TPJ thereby earning it an 80% stake in the area. TPJ has indicated to Barrick that it is not intending to pay its share of the next work program and will dilute its interest in the JV from 20% to 13.72%.
The Company's joint venture with Newmont is progressing and as the cost is undertaken by Newmont, Newmont's interest in a number of the Company's exploration licences and licence applications in the Morobe area of PNG is increasing.
Further to TPJ's announcement dated 24 December 2008 the final conditions relating to the issue of 17,000,000 new ordinary shares of 1p each in the Company ("Shares") to Newmont, pursuant to the agreement between TPJ and Newmont dated 23 December 2008, have been satisfied. The new Shares have been issued at $0.073 per Share, and the subscription funds have, with the agreement of Newmont, been used to offset exploration costs borne by Newmont, on the Company's behalf, in PNG. Following this issue, Newmont has a 10.07% interest in TPJ, and holds a further 17,000,000 warrants in the Company. This JV envisages Newmont potentially spending up to US$15m over the next few years to earn a 70% interest in the Wau-Morobe licences. Dealings in the 17,000,000 shares commenced on 30 September 2009, at which time the Company had a total of 168,769,912 Shares in issue.
Vietnam
The Company's activities have been centered on two exploration licences at Pu Sam Cap in NW Vietnam. The Company was granted the licences in 2005 and they were the formation asset of the Company in a joint venture with Newmont Vietnam Pty Ltd. Since that date some US$4.6m has been spent on exploration of these areas without establishing a commercial resource. Under Vietnam's Mineral Law, the licences have now expired, but the Law provides that they may be re-issued for a further two years. If the application for re-issue is granted, an estimated expenditure of approximately US$3m would be required to take the project through to a preliminary inferred resource status in the next licence term, but without certainty of continuity of tenure beyond that point.
It is also not clear whether investment in exploration and mining in Vietnam is as secure as previously perceived. Recent moves in Vietnam against an unrelated tungsten project have caused particular concern. The Company proposes to close its office in Vietnam in view of these uncertainties and the Company's present financial constraints.
Zambia
The Company invested in a smelting plant and some mining of copper activities in Zambia as a means of supporting the continuing exploration activities being carried out in Vietnam and PNG from the cash flow that the mine was expected to generate.
Regrettably, this cash flow was never forthcoming as a result of a number of factors:
The supply of copper ore from the Democratic Republic of Congo ("DRC") was stopped overnight mid-way through the construction of a smelter. Whilst this smelter was intended to ultimately beneficiate copper from TPJ's own mines, its design and purpose was to smelt the imported ore for cash flow during the initial stages.
The area that the Company believed it had an exclusive licence to mine was contested and it took two years for the Company to successfully establish its rights, through the Zambian legal system. This meant that during the period of record prices for copper the Company had no production.
When the area was finally granted and a mining operation commenced, particularly severe weather conditions brought the fledgling mining operation to a halt, and it has never reopened due to severe cash restrictions at TPJ.
Regrettably, at the operating level in Zambia, matters have deteriorated to an alarming state where miners and others have seized equipment and restricted access to the Company's pit site. Outstanding creditors to the Zambian subsidiary now total some US$550,000 and in addition the working capital requirement to restart operations is estimated at more than US$400,000.
The Board took the view that, in the current financial climate, finding the finances to continue operations in Zambia was beyond this Company and as a consequence decided to withdraw from any further activities in Zambia. The subsidiary, Triple Plate Junction (Africa) Limited ("TPJAL"), was sold to the Company's Zambian-resident former director Geoff Walsh for a nominal sum of £1, together with guarantees to take over all liabilities and contingent liabilities as well as forgiveness of unpaid salary from TPJ ("the Disposal"). The transaction was completed on 07 October 2009.
It is now clear that the Company's remaining activities will not be sufficient for it to maintain a listing of Ordinary Shares on AIM with all of the associated costs that come with an AIM listing. The majority of Directors therefore propose to de-list the Ordinary Shares from trading on AIM and leave the Company in a fairly dormant state to see if any of the Company's PNG JV's make a discovery. Regular updates will follow. A circular detailing the proposed delisting is being posted to shareholders today and is subject to a separate announcement
Ian Gowrie-Smith
Chairman
07 December 2009
ANNUAL GENERAL MEETING
A notice of the 2009 Annual General Meeting, together with an explanatory letter and a form of proxy, will be sent to shareholders in due course.
TRIPLE PLATE JUNCTION PLC
CONSOLIDATED INCOME STATEMENT
For the year ended 31 March 2009
|
Year to 31 March |
Year to 31 March |
||
|
2009 |
2008 |
||
|
£'000 |
£'000 |
||
|
Notes |
|||
|
Revenue |
1 |
320 |
280 |
|
Cost of sales |
(264) |
(241) |
|
|
Gross profit |
56 |
39 |
|
|
Administration expenses |
(1,421) |
(2,612) |
|
|
Impairment of Assets |
3, 21 |
(17,221) |
- |
|
Operating loss |
(18,586) |
(2,573) |
|
|
Finance income |
5 |
10 |
75 |
|
Loss before taxation |
3 |
(18,576) |
(2,498) |
|
Taxation |
6 |
- |
- |
|
Loss for the period |
(18,576) |
(2,498) |
|
|
Loss per share |
|||
|
Basic & Diluted (pence per share) |
7 |
(14.09)p |
(2.6)p |
The loss for the year is 100% attributable to equity shareholders. Certain of the Group's operations were discontinued after the balance sheet date (note 21).
TRIPLE PLATE JUNCTION PLC
CONSOLIDATED BALANCE SHEET
At 31 March 2009
|
31 March |
31 March |
||
|
2009 |
2008 |
||
|
£'000 |
£'000 |
||
|
Notes |
|||
|
Assets |
|||
|
Non-current assets |
|||
|
Property, plant and equipment |
9 |
56 |
1,698 |
|
Intangible assets |
8 |
9,295 |
18,741 |
|
Total non-current assets |
9,351 |
20,439 |
|
|
Current assets |
|||
|
Inventories |
11 |
- |
83 |
|
Trade and other receivables |
12 |
409 |
543 |
|
Cash and cash equivalents |
13 |
203 |
1,177 |
|
Total current assets |
612 |
1,803 |
|
|
Total assets |
9,963 |
22,242 |
|
|
Current liabilities |
|||
|
Trade and other payables |
14 |
(1,060) |
(407) |
|
Total liabilities |
(1,060) |
(407) |
|
|
Net assets |
8,903 |
21,835 |
|
|
Equity |
|||
|
Issued capital |
16 |
1,518 |
1,049 |
|
Shares to be issued |
16 |
251 |
- |
|
Share premium |
16 |
20,623 |
18,807 |
|
Share option reserve |
1,327 |
1,327 |
|
|
Translation reserve |
3,071 |
(37) |
|
|
Retained earnings |
(17,887) |
689 |
|
|
Total equity attributable to the shareholders of the company |
8,903 |
21,835 |
|
The financial statements were approved by the Board of Directors on 07 December 2009
P Wright
Director
TRIPLE PLATE JUNCTION PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2009
|
Share capital |
Shares to be issued |
Share premium |
Share option reserve |
Translation reserve |
Retained earnings |
Total equity |
|||||||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||||||
|
At 1 April 2007 |
944 |
- |
16,969 |
1,165 |
(8) |
3,187 |
22,257 |
||||||
|
Exchange differences on translation of foreign operations |
(29) |
(29) |
|||||||||||
|
Net expense recognised directly in equity |
(29) |
(29) |
|||||||||||
|
Loss for the period after tax |
(2,498) |
(2,498) |
|||||||||||
|
Total recognised income and expense |
(2,498) |
(2,527) |
|||||||||||
|
Issue of shares |
105 |
1,838 |
1,943 |
||||||||||
|
Equity settled share options |
162 |
162 |
|||||||||||
|
At 31 March 2008 |
1,049 |
- |
18,807 |
1,327 |
(37) |
689 |
21,835 |
||||||
|
Exchange differences on translation of foreign operations |
3,108 |
3,108 |
|||||||||||
|
Net income recognised directly in equity |
3,108 |
3,108 |
|||||||||||
|
Loss for the period after tax |
(18,576) |
(18,576) |
|||||||||||
|
Total recognised income and expense |
3,108 |
(18,576) |
(15.468) |
||||||||||
|
Issue of shares |
469 |
251 |
1,816 |
2,536 |
|||||||||
|
At 31 March 2009 |
1,518 |
251 |
20,623 |
1,327 |
3,071 |
(17,887) |
8,903 |
||||||
TRIPLE PLATE JUNCTION PLC
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 March 2009
|
Year to 31 March |
Year to 31 March |
||
|
2009 |
2008 |
||
|
£'000 |
£'000 |
||
|
Cash flows from operating activities |
|||
|
Loss before tax |
(18,576) |
(2,498) |
|
|
Adjusted by: |
|||
|
Depreciation |
229 |
234 |
|
|
Intangible Assets written off |
15,224 |
538 |
|
|
Impairment of property, plant and equipment |
1,996 |
- |
|
|
Share based payment |
- |
162 |
|
|
Profit on disposal of assets |
(220) |
- |
|
|
Finance income |
(10) |
(75) |
|
|
(Increase) /decrease in inventories |
83 |
(83) |
|
|
Decrease in trade and other receivables |
134 |
13 |
|
|
Increase/(decrease) in trade and other payables |
653 |
(263) |
|
|
Net cash used in operating activities |
(487) |
(1,972) |
|
|
Cash flows from investing activities |
|||
|
Interest received |
10 |
75 |
|
|
Payments for property plant and equipment |
(501) |
(185) |
|
|
Proceeds from disposal of property plant and equipment |
338 |
118 |
|
|
Payments for intangible assets |
(2,811) |
(2,681) |
|
|
Net cash used in investing activities |
(2,964) |
(2,673) |
|
|
Financing activities |
|||
|
Proceeds from issue of equity shares |
2,285 |
1,943 |
|
|
Proceeds from shares to be issued |
251 |
- |
|
|
2,536 |
1,943 |
||
|
Total decrease in cash and cash equivalents |
(915) |
(2,702) |
|
|
Foreign exchange movements |
(59) |
(29) |
|
|
Cash and cash equivalents at the start of the period |
1,177 |
3,908 |
|
|
Cash and cash equivalents at the end of the period |
203 |
1,177 |
Triple plate junction plc
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2009
1. Segmental reporting
The Group's single business segment is the mining, production and processing of gold and copper which are traded as commodities on a worldwide basis. The business segment can be split into three geographical segments which are Vietnam, Papua New Guinea and Zambia.
All revenues have been generated by the production and sale of copper and gold in Zambia. The following table provides a breakdown of the Group's capital expenditure based on the area of operation:
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Vietnam |
489 |
820 |
|
Papua New Guinea |
1,518 |
1,900 |
|
Zambia |
1,305 |
130 |
|
Corporate - unallocated |
- |
16 |
|
3,312 |
2,866 |
The following table provides a breakdown of the Groups total segment non current assets based on the area of operation:
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Vietnam |
23 |
2,939 |
|
Papua New Guinea |
9,322 |
6,118 |
|
Zambia |
- |
1,743 |
|
Corporate - unallocated |
6 |
9,639 |
|
9,351 |
20,439 |
2. Remuneration of key management personnel
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Emoluments |
508 |
534 |
|
Pension costs |
19 |
12 |
|
Share based payment |
- |
162 |
|
527 |
708 |
3. Loss before taxation
|
2009 |
2008 |
|
|
Loss before taxation has been arrived at after charging: |
£'000 |
£'000 |
|
Foreign exchange differences |
67 |
114 |
|
Intangible assets: licences written off |
15,224 |
538 |
|
Property, plant and equipment written off |
1,996 |
- |
|
Depreciation of property, plant and equipment |
229 |
234 |
|
Employee benefits expense: |
||
|
Employee costs (Note 4) |
1,333 |
987 |
|
Operating leases: |
||
|
Land and buildings |
102 |
102 |
|
Audit and non-audit services: |
||
|
Fees payable to the company's auditor for the audit of the Group accounts |
57 |
38 |
|
Fees payable to the company's auditor and its associates for other services: |
||
|
Tax services |
10 |
5 |
4. Employees
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Employee costs (including directors): |
||
|
Wages and salaries |
1,020 |
825 |
|
Social security costs |
279 |
150 |
|
Pension costs - defined contribution plans |
34 |
12 |
|
1,333 |
987 |
|
|
The average number of employees during the period was made up as follows: |
||
|
Management |
8 |
13 |
|
Administration |
82 |
90 |
|
Exploration and Mining |
119 |
51 |
|
209 |
154 |
The total directors' emoluments for the year were £426,000 (2008: £428,000). In addition directors total pension contributions for the year were £14,500 (2008: £8,000).
The emoluments of the highest paid director were £100,000 (2008: £138,000).
5. Finance income
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Interest income |
10 |
75 |
6 Taxation
There is no income tax expense due to losses incurred in the year. No deferred tax asset has been recognised in respect of losses due to uncertainty of future taxable profits. The tax assessed for the period differs from the standard rate of corporation tax as applied in the respective trading domains where the Group operates. The differences are explained below:
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Loss for the period before tax |
(18,576) |
(2,498) |
|
Loss for period multiplied by the standard rate of corporation tax applicable in the UK, 28% (2008: 30%) |
(5,201) |
(749) |
|
Effects of: |
||
|
Expenses not deductible for tax purposes |
2,739 |
48 |
|
Capital allowances in excess of depreciation |
1 |
4 |
|
Overseas tax losses not available to carry forward |
2,405 |
460 |
|
Carry forward of unutilised tax losses |
56 |
237 |
|
Tax on loss for the year |
- |
- |
Losses not recognised
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Unprovided deferred tax asset |
(485) |
80 |
7. Loss per share
|
Year to 31 March |
Year to 31 March |
|
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Loss for the year attributable to equity shareholders |
(18,576) |
(2,498) |
|
Pence per share |
Pence per share |
|
|
Basic and diluted loss per share |
(14.09) |
(2.6) |
|
Shares |
Shares |
|
|
Issued ordinary shares at start of the period |
104,914,795 |
94,414,795 |
|
Ordinary shares issued in the period |
46,855,117 |
10,500,000 |
|
Issued ordinary shares at end of the period |
151,769,912 |
104,914,795 |
|
Weighted average number of shares in issue for the period. |
131,883,695 |
97,205,206 |
The diluted loss per share does not differ from the basic loss per share as the exercise of share options would have the effect of reducing the loss per share and is therefore not dilutive.
8. Intangible assets
|
Exploration and evaluation assets |
£'000 |
|
Cost |
|
|
At 1 April 2007 |
16,598 |
|
Additions |
2,681 |
|
31 March 2008 |
19,279 |
|
Additions |
2,811 |
|
Foreign Exchange Adjustment |
2,967 |
|
At 31 March 2009 |
25,057 |
|
Impairment |
|
|
At 1 April 2008 |
(538) |
|
Amounts written off |
(15,224) |
|
At 31 March 2009 |
(15,762) |
|
Net book value |
|
|
At 1 April 2007 |
16,598 |
|
At 31 March 2008 |
18.741 |
|
At 31 March 2009 |
9,295 |
9. Property, plant and equipment
|
|
Mining assets
|
Freehold buildings
|
Motor
Vehicles
|
Camp, field & geological equipment
|
Office & computer equipment
|
Total
|
|
|
£’000
|
£’000
|
£’000
|
£’000
|
£’000
|
£’000
|
|
Cost
|
|
|
|
|
|
|
|
At 1 April 2007
|
1,263
|
66
|
263
|
320
|
196
|
2,108
|
|
Additions
|
61
|
-
|
51
|
60
|
13
|
185
|
|
Disposals
|
-
|
-
|
-
|
(122)
|
-
|
(122)
|
|
|
|
|
|
|
|
|
|
At 31 March 2008
|
1,324
|
66
|
314
|
258
|
209
|
2,171
|
|
Additions
|
491
|
1
|
5
|
3
|
1
|
501
|
|
Impairments
|
(1,933)
|
-
|
(131)
|
(219)
|
(33)
|
(2,316)
|
|
Disposals
|
-
|
(66)
|
(74)
|
-
|
-
|
(140)
|
|
Foreign Exchange Adjustments
|
118
|
(1)
|
88
|
93
|
42
|
340
|
|
|
|
|
|
|
|
|
|
At 31 March 2009
|
-
|
-
|
202
|
135
|
219
|
556
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
At 1 April 2007
|
-
|
3
|
93
|
51
|
96
|
243
|
|
Charge for the year
|
52
|
1
|
83
|
37
|
61
|
234
|
|
Disposals
|
-
|
-
|
-
|
(4)
|
-
|
(4)
|
|
|
|
|
|
|
|
|
|
At 31 March 2008
|
52
|
4
|
176
|
84
|
157
|
473
|
|
Charge for the year
|
90
|
1
|
62
|
46
|
30
|
229
|
|
Impairments
|
(165)
|
-
|
(81)
|
(55)
|
(19)
|
(320)
|
|
Disposals
|
-
|
(5)
|
(17)
|
-
|
-
|
(22)
|
|
Foreign Exchange Adjustments
|
23
|
-
|
42
|
41
|
34
|
140
|
|
|
|
|
|
|
|
|
|
At 31 March 2009
|
-
|
-
|
182
|
116
|
202
|
500
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
At 1 April 2007
|
1,263
|
63
|
170
|
269
|
100
|
1,865
|
|
At 31 March 2008
|
1,272
|
62
|
138
|
174
|
52
|
1,698
|
|
At 31 March 2009
|
-
|
-
|
20
|
19
|
17
|
56
|
|
|
|
|
|
|
|
|
10. Financial instruments
Risk management
The Group manages its capital to ensure that entities within the Group will be able to continue as a going concern whilst maximising the return to stakeholders through the effective management of liquid resources raised through share issues. The principal risks faced by the Group resulting from financial instruments are liquidity risk, foreign currency risk and, to a certain extent, interest rate risk. The Directors review and agree policies for managing each of these risks and they are summarised below. The policies have remained unchanged from previous periods.
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other members. The Group will also seek to minimise the cost of capital and attempt to optimise the capital structure. Currently no dividends are paid to shareholders and capital for further development of the Group's products is achieved by share issues. The Group does not carry significant debt.
Categories of financial instrument
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Financial assets |
||
| Loans and receivables including cash and cash equivalents |
612 |
1,635 |
|
Financial liabilities |
||
| At amortised cost |
1,060 |
407 |
There is no material difference between the fair values and the book values of these financial instruments. All financial liabilities are due within one year.
Foreign currency risk
The cash balances carried within the Group comprise the following currency holdings:
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Sterling |
57 |
60 |
|
US dollars |
104 |
991 |
|
Vietnamese dong |
6 |
10 |
|
PNG kinas |
36 |
116 |
|
203 |
1,177 |
|
The Group operates within the UK, Papua New Guinea (PNG), Vietnam and Zambia. All transactions are denominated in Sterling, PNG kinas, Vietnamese dong or US dollars. As such the Company is exposed to transaction foreign exchange risk. The mix of currencies and terms of trade are such that the directors believe that the company's exposure is minimal and consequently they do not specifically seek to hedge that exposure. Most of the Group's funds are in Sterling with only sufficient funds held overseas to meet local costs. Funds are periodically transferred overseas to meet local costs when required.
The table below demonstrates the sensitivity of the Group's consolidated loss before tax to reasonably possible changes in the value of the US dollar and PNG Kina with respect to Sterling, all other variables held constant. The sensitivity analysis includes only US dollars and PNG Kinas because the effects of other currencies is not significant. The sensitivities reflect only those changes in consolidated loss before tax that arise from translation of the value of US dollar and Kinas denominated financial assets and liabilities.
|
Change in value of USD vs. £ |
Effect on loss before tax and equity |
Change in value of PNG k vs. £ |
Effect on loss before tax and equity |
|
|
% |
£'000 |
% |
£'000 |
|
|
2009 |
28.5 |
21 |
36 |
23 |
|
2008 |
7.5 |
74 |
7.5 |
2 |
Interest rate risk
The group finances its operations through equity fundraising and therefore does not carry significant borrowings. Interest rate risk is therefore considered to be immaterial. The Group's cash balances and short term deposits are held at floating interest rates based on LIBOR and are reviewed to ensure maximum benefit is obtained from these resources. Risk is additionally reduced by ensuring two or more banks are used for deposits.
Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. In order to minimise this risk the Group endeavours only to deal with companies which are demonstrably creditworthy and this, together with the aggregate financial exposure, is continuously monitored. The maximum exposure to credit risk is the value of the outstanding amount.
The Group has not yet reached the Development and Production phase of activity and therefore does not have significant trade receivables resulting from sales of copper or gold production. Other receivables consist predominantly of advances to employees and amounts due from joint venture partners. The management do not consider that there is any concentration of risk within other receivables.
Liquidity risk
The Group is dependent on equity fundraising through private placing which the Directors regard as the most cost effective method of fundraising. The directors monitor cash flow on a daily basis and at monthly board meetings in the context of their expectations for the business to ensure sufficient liquidity is available to meet foreseeable needs. There are no significant single items of expense due in the foreseeable future.
It is not clear whether the Company's remaining activities will be sufficient for it to maintain a listing on AIM with all the associated costs. During the forthcoming months, the directors will be examining whether to raise funds and expand or change activities, delist, or cease trading.
11. Inventories
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Raw materials |
- |
83 |
In 2009 a total of £83,000 of inventories was included in the income statement as an expense (2008: £74,000)
12. Trade and other receivables
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Trade receivables |
33 |
126 |
|
Other receivables |
294 |
332 |
|
VAT |
2 |
23 |
|
Prepayments |
80 |
62 |
|
409 |
543 |
|
There were no financial assets overdue for receipt.
13. Cash and cash equivalents
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Cash at bank and in hand |
203 |
1,177 |
14. Trade and other payables
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Trade payables |
315 |
154 |
|
Social security and other taxes |
167 |
56 |
|
Accrued expenses |
578 |
197 |
|
1,060 |
407 |
15. Share based payments
The Group has an unapproved share option plan for the benefit of employees.
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:
|
2009 WAEP |
2008 WAEP |
|||
|
Number |
pence |
Number |
pence |
|
|
Outstanding at the beginning of the year |
9,385,000 |
31.18 |
9,385,000 |
31.18 |
|
Granted during the year |
- |
- |
- |
- |
|
Exercised during the year |
- |
- |
- |
- |
|
Forfeited during the year |
- |
- |
- |
- |
|
Expired during the year |
- |
- |
- |
- |
|
Outstanding at the year end |
9,385,000 |
31.18 |
9,385,000 |
31.18 |
|
Exercisable at the year end |
9,385,000 |
31.18 |
9,385,000 |
31.18 |
The fair value of options granted after 7 November 2002 but not vested at 1 April 2006 has been arrived at using a Black-Scholes model. The assumptions inherent in the use of this model are as follows:
The option life is assumed to be at the end of the allowed period
There are no vesting conditions
No variables change during the life of the option (e.g. dividend yield).
Expected volatility was determined by calculating the historical volatility of the Company's share price, over a period equal to the expected life of the options. Expected life was based on the contractual life of the options, adjusted, based on management's best estimate, for the effects of exercise restrictions and behavioural considerations.
|
Date of grant |
Vesting period (Yrs) |
Life in years from grant date |
Exercise price (pence) |
Risk-free rate |
Share price at grant (pence) |
Volatility of share price |
Fair value (pence) |
Number outstanding |
|
29/01/03 |
Min 3 years |
10 |
15.0 |
3.98% |
22.5 |
66% |
14.85 |
70,000 |
|
18/12/03 |
Min 3 years |
10 |
30.0 |
4.58% |
30.0 |
66% |
17.94 |
1,080,000 |
|
18/12/03 |
Min 3 years |
10 |
29.5 |
4.58% |
30.0 |
66% |
17.76 |
1,200,000 |
|
19/12/03 |
Min 3 years |
10 |
29.5 |
4.62% |
30.0 |
66% |
17.77 |
1,200,000 |
|
04/01/04 |
Min 3 years |
10 |
39.5 |
4.68% |
30.0 |
66% |
16.26 |
2,520,000 |
|
15/10/04 |
Min 3 years |
10 |
39.5 |
4.64% |
38.5 |
66% |
22.71 |
280,000 |
|
29/01/05 |
Min 3 years |
10 |
29.5 |
4.47% |
40.4 |
66% |
26.03 |
1,100,000 |
|
13/06/05 |
Min 3 years |
10 |
29.5 |
4.20% |
28.5 |
66% |
16.65 |
475,000 |
|
09/01/07 |
Min 3 years |
10 |
21.0 |
4.96% |
21.5 |
61% |
12.36 |
1,400,000 |
The Group recognised total expenses of £nil (2008: £162,000) related to equity-settled share based payment transactions during the year.
16. Issued share capital
|
Shares |
Nominal |
Premium |
Total |
|
|
Value (1.0p) |
net of costs |
|||
|
£'000 |
£'000 |
£'000 |
||
|
In issue on 1 April 2007 |
94,414,795 |
944 |
16,969 |
17,913 |
|
Issue 24 December 2007 |
10,500,000 |
105 |
1,838 |
1,943 |
|
31 March 2008 |
104,914,795 |
1,049 |
18,807 |
19,856 |
|
Issued 15 August 2008 |
36,363,638 |
364 |
1,816 |
2,180 |
|
Issued 3 November 2008 |
10,491,479 |
105 |
- |
105 |
|
31 March 2009 |
151,769,912 |
1,518 |
20,623 |
22,141 |
The company made allotments of 36,363,368 of ordinary shares on 15 August 2008. The price paid for the shares was 5.5 pence per share. The company made an additional allotment of 10,491,479 shares, issued as fully paid, on 3 November 2008 at 1 pence per share. Shares to be issued refer note 21.
17. Contingent liabilities
There were no contingent liabilities at 31 March 2009 or 31 March 2008 other than contingent deferred consideration estimated at £10 million (2008: £10 million) which becomes payable if either of the following events crystallise:
any member of the Larchland group having discovered a proven deposit of at least three million ounces of gold or gold equivalent and such deposit having been proven to be capable of extraction by bulk-mining methods; or
a bona fide takeover offer having been made for the entire issued share capital of the company which values the company at no less than £133,333,333.
In the event either of the above events crystalise, any liability would be settled by further payment in the form of a share issue equal to the lesser of:
33,333,333 consideration shares of 1p each issued at the market value at the date of issue; or
such number of consideration shares as will be equal to 7.5% of the number of ordinary shares in issue.
As the likelihood of these events happening is presently considered remote the deferred consideration has not been recognised as a liability.
The contingency arose when the company acquired the Larchland Group from the vendors in the year ended 31 March 2005 and was part of the terms of the sale and purchase agreement.
18. Capital commitments
The Group capital commitments at 31 March 2009 relating to licence expenditure will be met by the current Joint Venture partners. (2008: £120,000).
19. Operating lease commitments
At the balance sheet date, non-cancellable outstanding operating lease rentals are payable as follows:
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Land and buildings: |
||
|
One year |
102 |
102 |
|
Two to five years |
128 |
230 |
|
230 |
332 |
|
20. Related party transactions
During the year Rift Oil Plc, a company in which directors I Gowrie-Smith, D J Lees and P T Wright were directors and shareholders was charged an amount of £163,200 (2008: £104,468) for office management services. The balance outstanding at the year end was £nil (2008: £73,489).
During the year Ocarina Investments Limited, a company wholly owned by the trustees of the D J Lees Family Settlement of which D J Lees in a beneficiary, made a loan to the Company of £100,000 (2008: nil).
As described in Note 21, one of the company's subsidiaries was sold to the former Chief Executive Officer after the balance sheet date for £1.
21. Events after the balance sheet dateIn June 2009 the company was notified that Barrick had completed its expenditure of AU$5m on its joint ventures, in Papua New Guinea, thereby earning it an 80% interest in the area. In October 2009 TPJ further diluted its interest in the areas to 13.72%.
On 25 August 2009 the Chief Executive Officer, Geoff Walsh, resigned from the company. On 7 October 2009 the company sold the subsidiary Triple Plate Junction (Africa) Limited to Geoff Walsh for the nominal sum of £1, together with guarantees to take over all liabilities and contingent liabilities from the company. This sale of assets gave evidence that the assets in Zambia were impaired. As a result the company incurred an impairment loss of these assets of £1,817,000.
On 2 October 2009 the company issued 17,000,000 shares to Newmont Ventures Limited pursuant to the agreement between TPJ and Newmont dated 23 December 2008. The shares were issued at $0.073 per Share, and the subscription funds were used to offset exploration costs borne by Newmont on the company's behalf.
TRIPLE PLATE JUNCTION PLC
COMPANY BALANCE SHEET
At 31 March 2009
|
31 March |
31 March |
||
|
2009 |
2008 |
||
|
£'000 |
£'000 |
||
|
Note |
|||
|
Fixed assets |
|||
|
Tangible assets |
6 |
6 |
16 |
|
Investments |
7 |
- |
9,616 |
|
6 |
9,632 |
||
|
Current assets |
|||
|
Debtors |
8 |
9,016 |
14,202 |
|
Cash at bank and in hand |
118 |
898 |
|
|
9,134 |
15,100 |
||
|
Creditors: amounts falling due within one year |
9 |
(421) |
(89) |
|
Net current assets |
8,713 |
15,011 |
|
|
Total assets less current liabilities |
8,719 |
24,643 |
|
|
Capital and reserves |
|||
|
Called up share capital |
10 |
1,518 |
1,049 |
|
Shares to be issued |
11 |
251 |
- |
|
Share premium account |
11 |
20,623 |
18,807 |
|
Profit and loss account |
11 |
(15,000) |
3,460 |
|
Share Option Reserve |
11 |
1,327 |
1,327 |
|
Shareholders' funds |
8,719 |
24,643 |
|
TRIPLE PLATE JUNCTION PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 March 2009
1. Accounting convention
The parent company financial statements have been prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) and under the historical cost convention and comply with the Companies Act 1985 and applicable accounting standards. The particular accounting policies adopted by the directors are described below and are considered suitable, have been consistently applied and are supported by reasonable and prudent judgements and estimates in accordance with FRS 18.
2. Going Concern
The group has incurred losses in the year. In common with other junior mining companies, the group is reliant on raising further funds periodically through equity finance or possibly debt facilities.
The anticipated revenue from the operations in Zambia never materialised as caused by the factors disclosed in the Chairman's statement. As a result the Board took the decision to sell the Zambian assets in October 2009 for a nominal sum of £1.
The exploration work in Papua New Guinea is currently being funded by our joint venture partners, Barrick and Newmont.
It is clear that the Company's remaining activities will not be sufficient for it to maintain a listing on AIM with all the associated costs, so the Company are proposing to delist from AiM. The Directors have approved a cash flow budget covering the next 12 months during which period the Company is expected to incur only administrative expenses.
The financial statements have been prepared on the going concern basis, notwithstanding the above, and do not reflect any adjustments that would be required if this were not appropriate. Such adjustments might include provisions to write down the remaining assets to net realisable values.
3. Company profit and loss account
The company has taken advantage of the provisions of the Companies Act 1985 and has not included its own profit and loss account in these financial statements. The parent company's loss after tax for the year was £18,460,000 (2008: £453,000).
4. Employees
The Company had an average number of employees of 6 in the year including Directors.
5. Tangible fixed assets
|
Office and computer equipment |
|||||
|
£'000 |
|||||
|
Cost |
|||||
|
At 1 April 2008 and at 31 March 2009 |
76 |
||||
|
Depreciation |
|||||
|
At 1 April 2008 |
60 |
||||
|
Charge for the year |
10 |
||||
|
At 31 March 2009 |
70 |
||||
|
Net book amount at 31 March 2009 |
6 |
||||
|
Net book amount at 31 March 2008 |
16 |
||||
6. Investments
|
Investments in subsidiary undertakings |
|||
|
£'000 |
|||
|
Cost and net book value |
|||
|
At 1 April 2008 |
9,616 |
||
|
Additions |
- |
||
|
Impairment |
(9,616) |
||
|
At 31 March 2009 |
- |
||
At 31 March 2009 the subsidiary undertakings were:
|
Subsidiary undertakings |
Country of incorporation |
Class of share held |
Portion held by Group |
Portion held by Parent Company |
|
Crater Mountain Resources Limited |
British Virgin Islands |
Ordinary |
68% |
68% |
|
Larchland Limited* |
British Virgin Islands |
Ordinary |
100% |
100% |
|
Triple Plate Junction (PNG) Limited |
British Virgin Islands |
Ordinary |
100% |
100% |
|
Vietnam Resources Corporation (PSC Holdings) Pty Ltd (a subsidiary of Larchland Limited)* |
Australia |
Ordinary |
100% |
- |
|
Takara Limited (a subsidiary of Larchland Limited)* |
Bahamas |
Ordinary |
100% |
- |
|
Terenure Limited (a subsidiary of Triple Plate Junction (PNG) Limited) |
Papua New Guinea |
Ordinary |
100% |
- |
|
Triple Plate Junction Limited (a subsidiary of Vietnam Resources Corporation (PSC Holdings) Pty Ltd* |
British Virgin Islands |
Ordinary |
51% |
- |
|
Triple Plate Junction Africa Limited |
British Virgin Islands |
Ordinary |
100% |
100% |
|
Triple Plate Junction Zambia Limited (a subsidiary of Triple Plate Junction Africa Limited) |
Zambia |
Ordinary |
90% |
- |
|
Triple Plate Junction Smelting Limited (a subsidiary of Triple Plate Junction Zambia Limited) |
Zambia |
Ordinary |
90% |
- |
|
Vietnam Resources Corporation (PSC) Pty Ltd (a subsidiary of Vietnam Resources Corporation (PSC Holdings) Pty Ltd)* |
Australia |
Ordinary |
100% |
- |
The only subsidiaries which traded during the year were Larchland Limited, Terenure Limited, Triple Plate Junction Limited, Triple Plate Junction Smelting Limited Zambia and Triple Plate Junction Zambia Limited. All the other subsidiaries were management companies incurring administrative expenses.
\* These companies form the Larchland group.
7. Debtors
|
2009 |
2008 |
||||
|
£'000 |
£'000 |
||||
|
Amounts owed by group undertakings |
8,889 |
14,006 |
|||
|
VAT recoverable |
2 |
1 |
|||
|
Prepayments |
60 |
44 |
|||
|
Other debtors |
65 |
151 |
|||
|
9,016 |
14,202 |
||||
The amounts owed by group undertakings are receivable in more than one year.
8. Creditors: amounts falling due within one year
|
2009 |
2008 |
||||
|
£'000 |
£'000 |
||||
|
Trade creditors |
142 |
16 |
|||
|
Social security and other taxes |
9 |
12 |
|||
|
Other creditors |
131 |
- |
|||
|
Accruals and deferred income |
139 |
61 |
|||
|
421 |
89 |
||||
9. Share capital
The disclosures for the Company are identical to those of the Group and are set out in Note 16 to the Group financial statements.
10. Reserves
|
Share premium account |
Share option reserve |
Profit and loss account |
|
|
£'000 |
£'000 |
£'000 |
|
|
At 1 April 2008 |
18,807 |
1,327 |
3,460 |
|
Share issue net of costs |
1,816 |
- |
- |
|
Loss for the year |
- |
- |
(18,460) |
|
Share option expense |
- |
- |
|
|
At 31 March 2009 |
20,623 |
1,327 |
(15,000) |
11. Operating lease commitments
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Operating lease payments recognised in the income statement |
102 |
102 |
At the balance sheet date, the company had annual commitments under non-cancellable outstanding operating leases as follows:
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
|
Land and buildings: leases expiring |
||
|
Within one year |
- |
- |
|
Between two to five years |
102 |
102 |
|
102 |
102 |
|
12. Share based payments
The disclosures for the Company are identical to those of the Group and are set out in Note 15 to the Group financial statements.
13. Capital commitments
The disclosures for the Company are identical to those of the Group and are set out in Note 18 to the Group financial statements.
14. Contingent liabilities
The disclosures for the Company are identical to those of the Group and are set out in Note 17 to the Group financial statements.
15. Related party transactions
The disclosures for the Company are identical to those of the Group and are set out in Note 20 to the Group financial statements.
16. Post balance sheet events
The disclosures for the Company are identical to those of the Group and are set out in Note 21 to the Group financial statements.
Related Shares:
Tethyan Resources