4th May 2011 07:00
EMED MINING QUARTERLY FINANCIAL REPORT
04 May 2011
EMED Mining Public Limited (AIM: EMED, TSX: EMD) ("EMED Mining" or "the Company"), the Europe-based minerals development and exploration company, announces its unaudited results for the three months ended 31 March 2011. The full Quarterly Report (as required by Toronto Stock Exchange reporting standards), including consolidated Financial Statements and the Management Discussion and Analysis relating to the Company, is available under the Company's profile on SEDAR at www.sedar.com and on the Company's website at www.emed-mining.com.
Period Highlights
·; In January 2011, one of the four principal regulatory authorities with responsibility for the Rio Tinto Copper Mine, Andalucía's Department of Culture and Heritage conditionally approved, from a heritage point of view, the Company's proposed mining activities as detailed in various submissions. This represented the first formal response to the Company's application for Administrative Standing.
·; The Company announced plans for drilling at its Rio Tinto Copper Mine upon receipt of Administrative Standing. Exploration work will be conducted in parallel with completion of permitting and the start-up of the mining operation. Many areas on the mine property have not been drilled near surface or at depth. Exploration targets have been identified in and around the open cut and underground workings with the potential to expand the current 14-year base-case mine life and/or annual production.
·; In March 2011 the Junta de Andalucía ("Government") announced that through its active enquiry and intervention it has satisfied itself as to the legality of the transmission of the Rio Tinto mineral rights to EMED Tartessus, the Company's wholly-owned subsidiary. This thereby facilitated the further processing of the Company's application for Administrative Standing and approvals for the restart of the mine.
·; Post period end in April 2011 the Company announced that it has now received responses from all four governmental departments that contain requests and preliminary conditions required for the approval of the Company's submissions to restart the Rio Tinto Copper Mine.
·; The Company has started preparing responses to the requests and conditions received and has commenced the engineering work to prepare tender documentation for the repairs and improvements to the plant.
Harry Anagnostaras Adams, Managing Director of EMED Mining, commented:
"We are pleased to have overcome the legal legacy issues and to have advanced the regulatory process to the technical, economic and social requests and conditions. We continue to work closely with the regulatory authorities to ensure that we can restart the Rio Tinto Copper mine as soon as possible.
"The Company continues to target all approvals in 2011 and initial production in 2012, the timing of which will depend on the final conditions of permitting and the timing thereof."
Enquiries
EMED Mining | Harry Anagnostaras-Adams | +357 9945 7843 |
RFC Corporate Finance | Stuart Laing | +61 8 9480 2500 |
Fox-Davies Capital | Simon Leathers | +44 203 463 5022 |
Fairfax I.S. PLC | Ewan Leggat/Katy Birkin | +44 207 598 5368 |
Bishopsgate Communications | Michael Kinirons | +44 207 562 3350 |
Proconsul Capital | Andreas Curkovic | +1 416 577 9927
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EMED MINING PUBLIC LIMITED
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
for the THREE months ended 31 MARCH 2011
(uNAUDITED)
|
Note | Three months ended 31 Mar 2011 € 000's | Three months ended 31 Mar 2010 € 000's |
| |||||
Revenue | - | - |
| ||||||
Exploration expenditure | (326) | (283) |
| ||||||
Care and maintenance expenditure | (1,113) | (1,005) |
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Gross loss | (1,439) | (1,288) |
| ||||||
Share of results of associates | (71) | (66) |
| ||||||
Administration expenses | (921) | (1,034) |
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Operating loss | (2,431) | (2,388) |
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Net foreign exchange (loss)/gain | (107) | 15 |
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Finance income | 11 | - |
| ||||||
Finance costs | (351) | (127) |
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Loss before tax | (2,878) | (2,500) |
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Tax | 4 | 400 | 251 |
| |||||
LOSS FOR THE PERIOD | (2,478) | (2,249) |
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Other comprehensive income: |
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Exchange differences on translating foreign operations | 41 | 29 |
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TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | (2,437) | (2,220) |
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Attributable to: | |||||||||
Equity holders of the parent | (2,478) | (2,248) | |||||||
Minority interest | - | 1 | |||||||
Net loss for the period | (2,478) | (2,249) | |||||||
Earnings per share information | |||||||||
Basic loss per share (cents) | (0.36) | (0.66) | |||||||
The accompanying notes form part of these condensed interim consolidated financial statements.
EMED MINING PUBLIC LIMITED
CONDENSED interim CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 MARCH 2011
(UNaudited)
|
Note | 31 March 2011 € 000's | 31 March 2010 € 000's | 31 Dec 2010 € 000's |
ASSETS | ||||
NON-CURRENT ASSETS | ||||
Property, plant and equipment | 8 | 26,391 | 8,487 | 26,037 |
Intangible assets | 9 | 6,139 | 3,790 | 5,761 |
Deferred tax | 4,419 | 2,937 | 4,057 | |
Deferred financing expenses | - | 284 | - | |
Investment in associates | 10 | 211 | 381 | 282 |
TOTAL NON-CURRENT ASSETS | 37,160 | 15,879 | 36,137 | |
CURRENT ASSETS | ||||
Available for sale financial assets | 38 | 38 | 38 | |
Trade and other receivables | 11 | 1,545 | 389 | 1,067 |
Deferred financing expenses | 213 | 284 | 284 | |
Cash and cash equivalents | 12 | 19,807 | 1,245 | 21,533 |
TOTAL CURRENT ASSETS | 21,603 | 1,956 | 22,922 | |
TOTAL ASSETS | 58,763 | 17,835 | 59,059 | |
EQUITY AND LIABILITIES | ||||
CAPITAL AND RESERVES | ||||
Share capital | 13 | 2,136 | 1,081 | 2,059 |
Share premium | 13 | 81,954 | 48,661 | 79,492 |
Share options reserve | 14 | 5,221 | 4,219 | 5,015 |
Accumulated losses | (54,341) | (43,887) | (51,904) | |
TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT | 34,970 | 10,074 | 34,662 | |
Minority interest | (101) | (97) | (101) | |
TOTAL CAPITAL AND RESERVES | 34,869 | 9,977 | 34,561 | |
NON-CURRENT LIABILITIES | ||||
Trade and other payables | 16 | 13,278 | - | 13,867 |
Borrowings | 15 | - | 6,874 | - |
TOTAL NON-CURRENT LIABILITIES | 13,278 | 6,874 | 13,867 | |
CURRENT LIABILITIES | ||||
Trade and other payables | 16 | 3,668 | 984 | 3,518 |
Borrowings | 15 | 6,948 | 7,113 | |
TOTAL CURRENT LIABILITIES | 10,616 | 984 | 10,631 | |
TOTAL LIABILITIES | 23,894 | 7,858 | 24,498 | |
TOTAL EQUITY AND LIABILITIES | 58,763 | 17,835 | 59,059 | |
The accompanying notes form part of these condensed interim consolidated financial statements.
EMED MINING PUBLIC LIMITED
CONDENSED interim CONSOLIDATED STATEMENTs OF CHANGES IN EQUITY
For the THREE months ended 31 MARCH 2011
(UNAUDITED)
Share capital |
Share premium | Share option reserve |
Accumulated losses | Exchange Difference Reserve |
Total | Non-controlling interest |
Total | ||||||||
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | ||||||||
Balance as at 1 January 2010 | 1,078 | 48,531 | 3,471 | (41,558) | (109) | 11,413 | (96) | 11,317 | |||||||
Total comprehensive income for the period |
- |
- |
- |
(2,249) |
29 |
(2,220) |
(1) |
(2,221) | |||||||
Issue of share capital | 3 | 130 | - | - | - | 133 | - | 133 | |||||||
Recognition of share based payments | - | - | 748 | - | - | 748 | - | 748 | |||||||
Balance as at 31 March 2010 | 1,081 | 48,661 | 4,219 | (43,807) | (80) | 10,074 | (97) | 9,977 | |||||||
Total comprehensive income for the period |
- |
- |
- |
(7,984) |
(33) |
(8,017) |
(4) |
(8,211) | |||||||
Issue of share capital | 978 | 34,245 | - | - | - | 35,223 | - | 35,223 | |||||||
Share issue costs | - | (3,414) | - | - | - | (3,414) | - | (3,414) | |||||||
Recognition of share based payments | - | - | 796 | - | - | 796 | - | 796 | |||||||
Balance as at 31 December 2010 | 2,059 | 79,492 | 5,015 | (51,791) | (113) | 34,662 | (101) | 34,561 | |||||||
Total comprehensive income for the period |
- |
- |
- |
(2,478) |
41 |
(2,437) |
- |
(2,437) | |||||||
Issue of share capital | 77 | 2,672 | - | - | - | 2,749 | - | 2,749 | |||||||
Share issue costs | - | (210) | - | - | - | (210) | - | (210) | |||||||
Recognition of share based payments | - | - | 206 | - | - | 206 | - | 206 | |||||||
Balance as at 31 March 2011 | 2,136 | 81,954 | 5,221 | (54,269) | (72) | 34,970 | (101) | 34,869 | |||||||
The accompanying notes form part of these condensed interim consolidated financial statements.
EMED MINING PUBLIC LIMITED
CONDENSED INTERIMCONSOLIDATED STATEMENTS OF CASH FLOWS
For the THREE months ended 31 MARCH 2011
(unaudited)
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Note | Three months ended 31 March 2011 € 000's | Three months ended 31 March 2010 € 000's | Year ended 31 Dec 2010 € 000's |
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CASH FLOWS FROM OPERATING ACTIVITIES
|
| ||||||||
(Loss) before tax | (2,878) | (2,500) | (11,605) |
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Adjustments for: |
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Depreciation of property, plant and equipment |
8 |
24 |
19 |
82 |
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Share based payments | 92 | 748 | 1,544 |
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Payment for services rendered with settlement in shares | - | - | 240 |
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Impairment of intangible assets | - | - | 310 |
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Share of loss from associates | 71 | 66 | 165 |
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Interest expense | 280 | - | - |
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Interest Income | (11) | - | (3) |
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Unrealised exchange difference on borrowings | (165) | (2) | 237 |
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Deferred financing expense | 71 | - | 284 |
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Exchange difference on translation of subsidiaries | (61) | - | (10) |
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Operating loss before working capital changes | (2,577) | (1,669) | (8,756) |
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Changes in working capital: |
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(Increase)/decrease in receivables | (477) | (83) | (633) |
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Decrease/(increase)in trade creditors | (439) | 58 | 914 |
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Cash flows used in operations | (3,493) | (1,694) | (8,475) |
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Tax paid | - | - | - |
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Net cash used in operating activities | (3,493) | (1,694) | (8,475) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
| ||||||||
Purchase of property, plant and equipment |
8 |
(368) |
(205) |
(2,426) |
| ||||
Purchase of intangible assets | 9 | (378) | (551) | (2,522) |
| ||||
Interest received | 11 | - | 3 |
| |||||
Net cash used in investing activities | (735) | (756) | (4,945) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
| ||||||||
Proceeds from issue of share capital | 13 | 2,749 | 134 | 34,459 |
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Listing and issue costs | 13 | (96) | - | (3,067) |
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Interest paid | (151) | - | - |
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Net cash from financing activities |
2,502 |
134 |
31,392 |
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| |||||||||
Net (decrease)/ increase in cash and cash equivalents | (1,726) | (2,316) | 17,972 |
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CASH AND CASH EQUIVALENTS: |
| ||||||||
At beginning of the period | 21,533 | 3,561 | 3,561 |
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At end of the period | 12 | 19,807 | 1,245 | 21,533 |
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The accompanying notes form part of these condensed interim consolidated financial statements
1 General information
Country of incorporation
EMED Mining Public Limited (the 'Company") was incorporated in Cyprus in 17 September 2004 as a private limited liability company in accordance with the provisions of the Cyprus Companies Law, Cap. 113 and was converted to a public limited liability company at 26 January 2005. Its registered office is at 1 Lampousas Street, Nicosia, Cyprus. The Company was listed on the Alternative Investment Market ("AIM") of the London Stock Exchange in May 2005 and the Toronto Stock Exchange ("TSX") on 20 December 2010.
Principal activities
The principal activity of the Company and its subsidiaries (the "Group") is to explore for and develop natural resources, with a focus on base and precious metals in the regions of Western and Central Europe, Western Asia and the Middle East.
2 Basis of preparation and accounting policies
Basis of preparation
The condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards (IFRS) including International Accounting Standard 34 "Interim Financial Reporting" and using the historical cost convention.
These condensed interim consolidated financial statements ('the statements") are unaudited and include the financial statements of the Company and its subsidiary undertakings. They have been prepared using accounting bases and policies consistent with those used in the preparation of the consolidated financial statements of the Company and the Group for the year ended 31 December 2010. These financial statements do not include all of the disclosures required for annual financial statements, and accordingly, should be read in conjunction with the financial statements and other information set out in the Company's 31 December 2010 Annual Report.
Going concern
The Directors have formed a judgment at the time of approving the financial statements that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
The financial information has been prepared on a going concern basis, the validity of which depends principally on the discovery of economically viable mineral deposits, obtaining the necessary mining licences and the availability of subsequent funding to extract the resource or alternatively the availability of funding to extend the Company's exploration activities. The financial information does not include any adjustment that would arise from a failure to complete either option. Changes in future condition could require write downs of the carrying values of property, plant and equipment, intangible assets and deferred tax.
Use and revision of accounting estimates
The preparation of the financial report requires the making of estimations and assumptions that affect the recognised amounts of assets, liabilities, revenues and expenses and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Adoption of new and revised International Financial Reporting Standards (IFRSs)
The Group has adopted all the new and revised IFRSs and International Accounting Standards (IAS) which are relevant to its operations and are effective for accounting periods commencing on 1 January 2011.
The adoption of these Standards did not have a material effect on the condensed interim consolidated financial statements.
At the date of authorisation of these financial statements some Standards were in issue but not yet effective. The Board of Directors expects that the adoption of these Standards in future periods will not have a material effect on the consolidated financial statements of the Group.
Accounting policies
The following accounting policies have been used consistently in dealing with items which are considered material in relation to the financial of the Group.
Basis of consolidation
The condensed interim consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The financial statements of all the Group companies are prepared using uniform accounting policies. All inter-company transactions and balances between Group companies have been eliminated during consolidation.
Business Combinations:
(i) Acquisitions
The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, which are recognised and measured at fair value less costs to sell.
(ii) Goodwill
Purchased goodwill is capitalized and classified as an asset on the consolidated statements of financial position. Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised.
Goodwill is reviewed for impairment on an annual basis. When the directors consider the initial value of the acquisition to be negligible, the goodwill is written off to the consolidated statement of comprehensive income immediately. Trading results of acquired subsidiary undertakings are included from the date of acquisition. Goodwill is deemed to be impaired when the present value of the future cash flows expected to be derived is lower than the carrying value. Any impairment is charged to the consolidated statement of comprehensive income immediately.
Investments in subsidiary companies
Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognised as an expense in the period in which the impairment is identified. This policy only applies to the "Company" financial statements.
Investments in associate companies
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights.
Investments in associates are initially recognized at cost and are accounted for by the equity method of accounting.
Revenue recognition
Revenues earned by the Group are recognised on the following basis:
Interest income
Interest income is recognised on a time-proportion basis using the effective interest method.
Finance costs
Interest expense and other borrowing costs are charged to the statement of comprehensive income as incurred.
Foreign currency translation
(i) | Functional and presentation currency |
Items included in the Group's consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (''the functional currency''). The condensed interim consolidated financial statements are presented in Euros, which is the Group's functional and presentation currency.
| |
(ii) | Foreign currency translation |
Foreign currency transactions are translated into the measurement currency using the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of comprehensive income.
| |
(iii) | Foreign operations |
On consolidation, the assets and liabilities of the consolidated entity's foreign operations are translated at exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period unless exchange rates fluctuate significantly. Exchange differences arising, if any, are recognised in the foreign currency translation reserve, and recognised in profit or loss on disposal of the foreign operation. |
Tax
Current tax liabilities and assets for the current and prior periods are measured at the amount expected to be paid to or recovered from the taxation authorities using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Currently enacted tax rates are used in the determination of deferred tax.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same fiscal authority.
Acquisitions of assets
All assets acquired, including property, plant and equipment other than goodwill and intangibles, are initially recorded at their cost of acquisition at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition.
When equity instruments are issued as consideration, their market price at the date of acquisition is used as fair value, except where the notional price at which they could be placed in the market is a better indication of fair value.
Transaction costs arising on the issue of equity instruments are recognised directly in equity subject to the extent of proceeds received, otherwise expensed
Exploration costs
The Group has adopted the provisions of IFRS 6 "Exploration for and Evaluation of Mineral Resources" for expenses and exploration costs. The Group's stage of operations as at the year end and as at the date of approval of these consolidated financial statements have not yet met the criteria for capitalization of exploration costs. Care and maintenance costs are expensed in the statement of comprehensive income.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated on the straight‑line method to write off the cost of each asset to their residual values over their estimated useful life. The annual depreciation rates used are as follows:
Plant and machinery | 10%-20% |
Motor vehicles | 20% |
Furniture, fixtures and office equipment | 10%-20% |
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position.
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.
Expenditure for repairs and maintenance of property, plant and equipment is charged to the statement of comprehensive income of the year in which they were incurred. The cost of major renovations and other subsequent expenditures are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.
Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds with carrying amount and are included in consolidated statement of comprehensive income.
Intangible assets
Intangible assets relate to mineral rights acquired and permits in respect of projects that are at the pre-development stage. Intangible assets acquired through a business combination or an asset acquisition are capitalised separately from goodwill if the asset is separable or arises from contractual or legal rights, and the fair value can be measured reliably on initial recognition. No depreciation charge is recognised in respect of intangible assets.
Impairment of assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
Financial instruments
Financial assets and financial liabilities are recognised on the Group's statements of financial position when the Group becomes a party to the contractual provisions of the instrument.
Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents comprise of cash at bank and on hand.
Investments
The Group classifies its investments in equity and debt securities in the following categories: financial assets at fair value through profit or loss, held‑to‑maturity investments and available for‑sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of investments at initial recognition and re‑evaluates this designation at every reporting date.
Trade and other receivables
Trade receivables are measured on initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Impairment of trade receivables is established when there is objective evidence as a result of a loss event that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The impairment is recognised in the statements of comprehensive income.
Available‑for‑sale financial assets
Investments intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, are classified as available‑for‑sale; these are included in non‑current assets unless Management has the express intention of holding the investment for less than 12 months from the reporting date or unless they will need to be sold to raise operating capital, in which case they are included in current assets.
Regular way purchases and sales of investments are recognised on the trade‑date which is the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Investments are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available‑for‑sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are carried at amortised cost using the effective interest method.
Realised and unrealised gains and losses arising from changes in the fair value of financial assets at fair value through profit or loss are included in the consolidated statement of comprehensive income in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of available‑for‑sale financial assets are recognised in the consolidated statement of comprehensive income and then in equity. When available‑for‑sale financial assets are sold or impaired, the accumulated fair value adjustments are included in the consolidated statement of comprehensive income.
The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis, making maximum use of market inputs and relying as little as possible on entity specific inputs. Equity investments for which fair values cannot be measured reliably are recognised at cost less impairment.
The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available‑for‑sale financial assets the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss is removed from equity and recognised in profit and loss. Impairment losses recognised on equity instruments are not subsequently reversed.
Borrowings
Borrowings are recorded initially as the proceeds are received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any differences between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.
Trade payables
Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.
Share capital
Ordinary shares are classified as equity.
Share based compensation benefits
IFRS 2 "Share‑based Payment" requires the recognition of equity‑settled share‑based payments at fair value at the date of grant and the recognition of liabilities for cash‑settled share‑based payments at the current fair value at each balance sheet date.
The fair value is measured using the Black Scholes pricing model. The inputs used in the model are based on management's best estimates for the effects of non-transferability, exercise restrictions and behavioural considerations.
Use and revision of accounting estimates
The preparation of the financial report requires the making of estimations and assumptions that affect the recognised amounts of assets, liabilities, revenues and expenses and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
Derecognition of financial assets and liabilities
Financial assets
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:
·; the rights to receive cash flows from the asset have expired;
·; the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a 'pass through' arrangement; or
·; the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.
Offsetting financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the statement of financial position.
Provisions
Provisions are recognised when the Group has a present obligation, whether legal or constructive, as a result of a past event for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the obligation at the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability.
Comparatives
Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current period.
3 Financial risk management
Financial risk factors
The Group is exposed to interest rate risk, liquidity risk and currency risk arising from the financial instruments that it may hold. The risk management policies employed by the Group to manage these risks are discussed below:
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group is exposed to interest rate risk in relation to its bank deposits. The Group's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
Currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Canadian Dollar, United States Dollar, and Great Britain Pound. The Group's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly. The Group's policy is not to enter into any currency hedging transactions.
Capital risk management
The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance. The Group's overall strategy remains unchanged from last year.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Income taxes
Significant judgement is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Capitalisation of exploration and evaluation costs
Under the Group's accounting policy, exploration and evaluation expenditure is not capitalised until the point is reached at which there is a high degree of confidence in the project's viability and it is considered probable that future economic benefits will flow to the Group.
Subsequent recovery of the resulting carrying value depends on successful development or sale of the undeveloped project. If a project does not prove viable, all irrecoverable costs associated with the project net of any related impairment provisions are written off.
Impairment review of asset carrying values
Events or changes in circumstances can give rise to significant impairment charges or reversals of impairment in a particular year.
Where the recoverable amounts of Group cash generating units are assessed by analyses of discounted cash flows, the resulting valuations are particularly sensitive to changes in estimates of long term commodity prices, exchange rates, operating costs, the grouping of assets within cash-generating units and discount rates.
Contingencies
Material contingencies facing the Group are set out in Note 18 of the condensed interim consolidated financial statements. A contingent liability arises where:
i) a past event has taken place for which the outcome will be confirmed only by the occurrence or non-occurrence of one or more uncertain events outside of the control of the Group; or
ii) a present obligation exists but is not recognised because it is not probable that an outflow of resources will be required to settle the obligation.
A provision is made when a loss to the Group is likely to crystallise. The assessment of the existence of a contingency and its likely outcome, particularly if it is considered that a provision might be necessary, involves significant judgement taking all relevant factors into account.
Share-based compensation benefits
Share-based compensation benefits are accounted for in accordance with the fair value recognition provisions of IFRS 2 'Share-based Payment'. As such, share-based compensation expense for equity-settled share-based payments is measured at the grant date based on the fair value of the award and is recognized as an expense over the vesting period. The fair value of such share-based awards at the grant date is measured using the Black Scholes pricing model. The inputs used in the model are based on management's best estimates for the effects of non-transferability, exercise restrictions, behavioural considerations and expected volatility.
Fair value estimation
The fair values of the Group's financial assets and liabilities approximate their carrying amounts at the balance sheet date.
4 Tax
The Company is subject to corporation tax in Cyprus on its taxable profits at the rate of 10%. Under certain conditions interest income may be subject to defence contribution at the rate of 10%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 15%.
5 Business and geographical segments
Business segments
The Group has only one distinct business segment, being that of mineral exploration.
Geographical segments
The Group's exploration activities are located in Cyprus, Georgia, Slovakia, Europe and Spain, and its administration and management is based in Cyprus.
Three months ended 31 March 2011
Cyprus | Georgia | Slovakia | Europe | Spain | Consol. | Total |
| |||
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 |
| |||
Operating loss | (692) | - | (164) | - | (1,504) | - | (2,360) |
| ||
Foreign exchange loss |
(33) |
(74) |
- |
- |
- |
- |
(107) |
| ||
Financial income | 11 | - | - | - | - | - | 11 |
| ||
Financial costs | (200) | - | - | - | (151) | - | (351) |
| ||
Net loss for period | (914) | (74) | (164) | - | (1,655) | - | (2,807) |
| ||
Share of results from associates |
(71) |
| ||||||||
Loss before tax | (2,878) |
| ||||||||
Tax | 400 |
| ||||||||
Net loss for the period | (2,478) |
| ||||||||
| ||||||||||
Total assets | 19,981 | 38 | 122 | 51 | 38,571 | - | 58.763 |
| ||
Total liabilities | 7,553 | 2 | 16 | 6 | 16,317 | - | 23,894 |
| ||
Depreciation of fixed assets | 13 | - | 6 | - | 5 | - | 24 |
| ||
Three months ended 31 March 2010
|
| |||||||||
Cyprus | Georgia | Slovakia | Europe | Spain | Consol. | Total |
| |||
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 |
| |||
Operating Loss | (357) | - | (154) | - | (1,796) | - | (2,307) |
| ||
Financial Costs | (127) | - | - | - | - | - | (127) |
| ||
Net Loss for period | (484) | - | (154) | - | (1,796) | - | (2,434) |
| ||
Share of results from associates |
(66) |
| ||||||||
Loss before tax | (2,500) |
| ||||||||
Tax | 251 |
| ||||||||
Net Loss for the period | (2,249) |
| ||||||||
| ||||||||||
Total Assets | 2,901 | 40 | 104 | 54 | 14,736 | - | 17,835 |
| ||
To Total liabilities | 7,301 | 6 | 34 | 13 | 504 | - | 7,858 |
| ||
De Depreciation of fixed assets | 10 | - | 5 | - | 4 | - | 19 |
| ||
6 Loss per share
The calculation of the basic and diluted earnings per share attributable to the ordinary holders of the parent based on the following data:
|
| Three months ended 31 Mar 2011 € 000's | Three months ended 31 Mar 2010 € 000's |
Net loss attributable to equity shareholders | (2,478) | (2,249) | |
Weighted average number of ordinary shares for the purposes of the basic earnings per share ('000s) | 696,441 | 340,746 | |
Basic and fully diluted loss per share (cents) | (0.36) | (0.66) | |
The diluted loss per share is the same as the basic loss per share as the conversion of the share option decreases the basic loss per share, thus being anti-dilutive.
7 Controlled entities
The Group has the following subsidiaries which have been consolidated in these condensed interim financial statements.
Name of entity |
Incorporation/ Date of acquisition |
Country of incorporation | Effective proportion of shares held |
Eastern Mediterranean Minerals (Cyprus) Ltd | 28-Feb-05 | Cyprus | 95% |
Tredington Ventures Ltd | 28-Feb-05 | Cyprus | 95% |
Winchcombe Ventures Ltd | 28-Feb-05 | Cyprus | 95% |
Eastern Mediterranean Resources A.E (Greece) | 21-Jun-05 | Greece | 100% |
Eastern Mediterranean Resources (Slovakia) S.R.O. | 10-Jul-05 | Slovakia | 100% |
Eastern Mediterranean Resources (Caucasus) Ltd | 11-Nov-05 | Georgia | 100% |
Georgian Mineral Development Company Ltd | 27-Dec-05 | Georgia | 100% |
Slovenske Kovy S.R.O. | 30-Mar-07 | Slovakia | 100% |
EMED Mining Spain S.L. | 12-Apr-07 | Spain | 100% |
Slovenske Nerasty Spol S.R.O | 14-Apr-07 | Slovakia | 100% |
EMED Tartessus S.L. | 12-Apr-07/ 30-Sep-08 | Spain | 100% |
EMED Marketing Ltd | 08-Sep-08 | Cyprus | 100% |
EMED Holding (UK) Ltd | 10-Sep-08 | United Kingdom | 100% |
Eastern Mediterranean Resources Romania SRL was deregistered on 23 August 2010.
EMED Mining Armenia LLC was sold on 30 July 2010.
8 Property, plant and equipment
Land and buildings | Plant and machinery | Furniture, fittings and equipment | Motor vehicles |
Total | |
€ 000's | € 000's | € 000's | € 000's | € 000's | |
Cost | |||||
At 1 January 2010 | 1,259 | 6,913 | 163 | 123 | 8,458 |
Addition | 16,984 | 846 | - | 26 | 17,856 |
At 31 December 2010 | 18,243 | 7,759 | 163 | 149 | 26,314 |
Additions | - | 295 | 66 | 7 | 368 |
Exchange difference | - | - | 22 | - | 22 |
At 31 March 2011 | 18,243 | 8,054 | 251 | 156 | 26,704 |
Depreciation | |||||
At 1 January 2010 | - | 69 | 72 | 54 | 195 |
Charge for the year | - | 32 | 29 | 21 | 82 |
At 31 December 2010 | - | 101 | 101 | 75 | 277 |
Charge for the period | - | 11 | 9 | 4 | 24 |
Exchange difference | - | - | 12 | - | 13 |
At 31 March 2011 | - | 112 | 123 | 79 | 313 |
Net book value At 31 March 2011 |
18,243 |
7,942 |
128 |
77 |
26,391 |
At 31 December 2010 | 18,243 | 7,658 | 62 | 74 | 26,037 |
In May, 2010, EMED Tartessus entered into an agreement with the Department of Social Security in Spain. Under the terms of the agreement, the Department of Social Security has agreed not to enforce the liens held by it against the relevant assets now owned by EMED Tartessus provided that the outstanding debt of €16.9 million is repaid in full over a five year period.
9 Intangible assets
Permits of Rio Tinto Mine | Acquisition of mineral rights |
Goodwill |
Total | |||
€'000 | €'000 | €'000 | €'000 | |||
Cost | ||||||
At 1 January 2010 | 3,239 | - | 10,023 | 13,262 | ||
Additions | 2,522 | 310 | - | 2,832 | ||
At 31 December 2010 | 5,761 | 310 | 10,023 | 16,094 | ||
Additions | 378 | - | - | 378 | ||
At 31 March 2011 | 6,139 | 310 | 10,023 | 16,472 | ||
Provision for impairment | ||||||
On 1 January 2010 | - | - | 10,023 | 10,023 | ||
Provision for the period | - | 310 | - | 310 | ||
At 31 December 2010 | - | 310 | 10,023 | 10,333 | ||
Provision for the period | - | - | - | - | ||
At 31 March 2011 | - | 310 | 10,023 | 10,333 | ||
Closing net book amount | ||||||
At 31 March 2011 | 6,139 | - | - | 6,139 | ||
At 31 December 2010 | 5,761 | - | - | 5,761 | ||
Proyecto Rio Tinto ("Rio Tinto Mine")
On 11 May 2007, EMED Mining announced an opportunity for the Company to acquire, in stages, 100% of Rio Tinto Mine through the Company's Spanish associate EMED Tartessus S.L.
The evaluation costs of Rio Tinto Mine consist of all expenditures incurred up to 31 December 2007 that were necessary to evaluate the project and include the incorporation costs of the Spanish subsidiary EMED Tartessus S.L. These amounts were fully provided for as at 31 December 2007 since the Group had no beneficial interest if it did not exercise its option to acquire Rio Tinto Mine. However, on 30 September 2008, the Company moved to 100% ownership by acquiring the remaining 49 per cent of the issued capital of EMED Tartessus S.L. which owns 100% of the Rio Tinto Mine. EMED Tartessus S.L. is now a wholly owned subsidiary. This resulted in reversing the previous year's provision of initial evaluation costs and has formed part of the Group's cost of investment.
EMED Tartessus SL has submitted its proposals for the restart of production to the Government. A shareholder meeting will be called at the appropriate time to seek approval to proceed if all conditions precedent have been met to the satisfaction of the Government and the Company.
As part of the purchase consideration, 39,140,000 new ordinary shares of the Company were issued to MRI Investment AG, a member of the MRI Group at an issue price of 21 pence each. This resulted in goodwill amounting to €9,333,000 which the Company has fully provided for since the mining licence has not yet been obtained.
Further deferred consideration totalling up to €43,883,382 is to be paid by the Group on the occurrence of the following events:
·; €8,833,333 when both (a) the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Mine has been granted and (b) EMED Tartessus or another company in the Group has secured senior debt finance and guarantee facilities for a sum sufficient for the acquisition and re-start of mining operations at the Mine. These milestones will effectively remain a matter of discretion of the Company and will not in practice be triggered until approval from the Company's shareholders has been received for the restart;
·; with the balance of the consideration being paid in equal annual or quarterly instalments over the following six years (the "Payment Period"); and
In consideration for agreeing to defer the above instalments over 6 years and for MRI's consent to the arrangements being entered into in connection with the Convertible Loan Facility, the Company agreed to potentially pay further deferred consideration of up to €15,900,000 in regular instalments over the Payment Period depending upon the price of copper. Any such additional payment will only be made if, during the relevant period, the average price of copper per tonne is $6,613.86 or more ($3.00/lb).
The Company also acquired the benefit of certain loans owed to members of the MRI Group which were incurred in relation to the operation of the Rio Tinto Mine amounting to €9,116,617. These loans have been acquired at their face value, such consideration to be paid once the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Mine has been granted and Restart has been achieved.
The funds required to make these payments, should EMED Mining proceed with the restart, would be sourced from planned banking facilities and from project cash flow.
The restart of mining operations remains subject to the following conditions:
·; Regulatory approvals by the Junta de Andalucía Government, support of the local community and approvals by the relevant statutory authorities in respect of performance bonds;
·; Settlement satisfactory to EMED Mining of the Rio Tinto Mine vendor's liabilities, liens and contractual arrangements with a number of third parties including landholders. These various obligations arose over several years as a result of the funding of ongoing care and maintenance, bankruptcy and litigation amongst some parties;
·; Completion of technical due diligence for:
i. planning the restart of the mine, processing plant and product marketing operations;
ii. planning for a fast-track approach to site rehabilitation where reasonable to be undertaken concurrently with ongoing long-term production; and
iii. completion of all due diligence to EMED Mining's satisfaction including environmental considerations and infrastructure needs.
Carrying Value of Intangible Assets
The ultimate recoupment of balances carried forward in relation to areas of interest or all such assets including intangibles is dependent on successful development, and commercial exploitation, or alternatively sale of the respective areas. The Company conducts impairment testing on an annual basis unless indicators of impairment are present at the reporting date.
In considering the carrying value of the assets at the Rio Tinto Copper Project, including the intangible assets and any impairment thereof, the Company assessed the carrying values having regard to (a) the current recovery value (less costs to sell) and (b) the net present value of potential cash flows from operations. In both cases, the estimated net realisable values exceeded current carrying values and thus no impairment has been recognised.
Regua Tungsten Deposit in Portugal
On 21 September 2010, the Company announced that it had entered into an option agreement dated 15 September 2010, pursuant to which Iberian Resources Portugal Minerais Unipessoal LDA ("Iberian Portugal") has granted the Company an option to acquire a 100% interest in all of the assets (including the mineral licence and assets located thereon and all mining information) held by it in respect of the Regua Tungsten Deposit in Portugal. As consideration for the grant of the option, the Company has issued 2,500,000 Ordinary Shares at a deemed issue price of £0.105. The option may be exercised by the Company at any time prior to 31 December 2011 (the "Option Period") upon a further payment by the Company to Iberian Portugal of €750,000, in cash or Ordinary Shares at the Company's election. The Company will also make a cash payment of €100,000 or such higher amount to cover costs incurred by Iberian Portugal during the Option Period. In order to earn an interest in the Regua Tungsten Deposit, the Company must spend: (i) a minimum of €250,000 on the project during the Option Period, and (ii) a further €1,500,000 over the three years following the exercise of the option.
The acquisition of mineral rights consists of all expenditures incurred up to 31 December 2010 for the purchase of the above option. These amounts were impaired as at 31 December 2010 since the Company has no beneficial interest on the Regua Tungsten Deposit in Portugal until it exercises its option.
10 Investment in associates
31 Mar 2011 €'000
| 31 Dec 2010 €'000
| ||
The Group | |||
Opening balance | 282 | 447 | |
Additions at cost | - | - | |
Disposals | - | - | |
Share of results for the period/year | (71) | (165) | |
Closing amount based on equity accounting | 211 | 282 |
Company name |
Date of incorporation | Country of incorporation | Effective proportion of shares held |
Kefi Minerals Public Plc | 24 October 2006 | United Kingdom | 18.50% |
Amounts relating to associate: | 31 Mar 2011 €'000 | 31 Dec 2010 €'000 | ||
Total assets | 2,236 | 1,112 | ||
Total liabilities | (250) | (250) | ||
(1,986) | 862 | |||
Loss for the period/year | (385) | (815) | ||
11 Trade and other receivables
31 Mar 2011 € 000's | 31 Mar 2010 € 000's | 31 Dec 2010 € 000's | |||
Receivables from associates | 35 | 8 | 7 | ||
Deposits and prepayments | 564 | 100 | 266 | ||
VAT receivable | 946 | 281 | 794 | ||
1,545 | 389 | 1,067 |
12 Cash and cash equivalents
Cash included in the cash flow statement comprise the following balance sheet amounts:
31 Mar 2011 € 000's | 31 Mar 2010 € 000's | 31 Dec 2010 € 000's | ||||
Cash at bank and on hand | 19,807 | 1,245 | 21,533 | |||
13 Share capital
Authorised | Number of shares 000's | Share Capital € 000's | Share premium € 000's |
Total € 000's | |||||||
Ordinary shares of GBP0.0025 each | 1,000,000 | 2,500 | - | 2,500 | |||||||
Issued and fully paid | |||||||||||
Balance at 1 January 2010 | 340,333 | 1,078 | 48,531 | 49,609 | |||||||
Issue Date | Price (GBP) | ||||||||||
24 Feb 10 | .112 | Share placement | a) | 1,015 | 3 | 126 | 129 | ||||
24 Feb 10 | .120 | Option exercise | b) | 34 | - | 5 | 5 | ||||
03 May 10 | .105 | Share placement | c) | 83,571 | 240 | 9,851 | 10,091 | ||||
04 May 10 | .114 | Share placement | d) | 980 | 3 | 125 | 128 | ||||
18 Aug 10 | .083 | Share placement | e) | 1,356 | 4 | 133 | 137 | ||||
18 Aug 10 | .050 | Option exercise | f) | 1,000 | 3 | 57 | 60 | ||||
02 Dec 10 | .088 | Share placement | g) | 1,282 | 4 | 130 | 134 | ||||
02 Dec 10 | .105 | Share placement | h) | 2,500 | 7 | 302 | 309 | ||||
20 Dec 10 | .085 | Share placement | i) | 180,970 | 539 | 17,786 | 18,325 | ||||
20 Dec 10 | .085 | Share placement | j) | 60,126 | 178 | 5,860 | 6,038 | ||||
Share issue costs | - | - | (3,414) | (3,414) | |||||||
Balance at 31 December 2010 | 673,167 | 2,059 | 79,492 | 81,551 | |||||||
Issue Date | Price (GBP) | ||||||||||
11 Jan 11 | .085 | Share placement | a) | 18,146 | 52 | 1,712 | 1,764 | ||||
12 Jan 11 | .075 | Warrants exercise | b) | 1,834 | 5 | 154 | 159 | ||||
18 Jan 11 | .080 | Option exercise | c) | 367 | 1 | 33 | 34 | ||||
19 Jan 11 | .090 | Option exercise | d) | 1,000 | 3 | 102 | 105 | ||||
19 Jan 11 | .105 | Warrants exercise | e) | 4,554 | 13 | 542 | 555 | ||||
19 Jan 11 | .109 | Share placement | f) | 1,043 | 3 | 129 | 132 | ||||
Share issue costs | - | - | (210) | (210) | |||||||
Balance at 31 March 2011 | 700,111 | 2,136 | 81,954 | 84,090 | |||||||
Authorised capital
Under its Memorandum the Company fixed its share capital at 1,000 ordinary shares of nominal value of CY£1 each.
On 22 November 2010, shareholders approved an increase in the authorized share capital of the Company from £1,750,000 to £2,500,000 by the creation of 300,000,000 new ordinary shares of £0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of £0.0025 each in the capital of the Company.
On 23 March 2009, shareholders approved an increase in the authorised share capital of the Company from £1,000,000 to £1,750,000 by the creation of 300,000,000 new ordinary shares of £0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of £0.0025 each in the capital of the Company.
On 26 May 2008, the Company passed the following special resolution:
That the authorized share capital of the Company be increased from GBP500,000 divided into 200,000,000 shares of GBP 0.0025 each, by GBP500,000 by the creation of 200,000,000 new ordinary shares of GBP0.0025 each, resulting to GBP1,000,000 divided into 400,000,000 shares of GBP0.0025 each.
Issued capital
2011
a) On 11 January 2011, 18,145,500 shares at GBP 0.0025 were issued at a price of GBP 0.085. Upon the issue an amount of €1,711,868 was credited to the Company's share premium reserve.
b) On 12 January 2011, 1,832,680 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.075. Upon the issue an amount of €154,419 was credited to the Company's share premium reserve.
c) On 18 January 2011, 367,493 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.080. Upon the issue an amount of €33,097 was credited to the Company's share premium reserve.
d) On 19 January 2011, 1,000,000 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.090. Upon the issue an amount of €101,692 was credited to the Company's share premium reserve.
e) On 19 January 2011, 4,553,571 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.105. Upon the issue an amount of €542,441 was credited to the Company's share premium reserve.
f) On 19 January 2011, 1,043,025 shares at GBP 0.0025 were issued at a price of GBP 0.109. Upon the issue an amount of €128,604 was credited to the Company's share premium reserve.
2010
a) On 24 February 2010, 1,014,921 shares at GBP 0.0025 were issued at a price of GBP 0.1116. Upon the issue an amount of €125,786 was credited to the Company's share premium reserve.
b) On 24 February 2010, 34,000 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.120. Upon the issue an amount of €4,538 was credited to the Company's share premium reserve.
c) On 3 May 2010, 83,571,429 shares at GBP 0.0025 were issued at a price of GBP 0.105. Upon the issue an amount of €9,850,982 was credited to the Company's share premium reserve.
d) On 4 May 2010, 979,964 shares at GBP 0.0025 were issued at a price of GBP 0.1137. Upon the issue an amount of €125,318 was credited to the Company's share premium reserve.
e) On 18 August 2010, 1,355,998 shares at GBP 0.0025 were issued at a price of GBP 0.0833. Upon the issue an amount of €132,591 was credited to the Company's share premium reserve.
f) On 18 August 2010, 1,000,000 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.050. Upon the issue an amount of €57,475 was credited to the Company's share premium reserve.
g) On 2 December 2010, 1,281,939 shares at GBP 0.0025 were issued at a price of GBP 0.0884. Upon the issue an amount of €129,870 was credited to the Company's share premium reserve.
h) On 2 December 2010, 2,500,000 shares at GBP 0.0025 were issued at a price of GBP 0.105. Upon the issue an amount of €302,375 was credited to the Company's share premium reserve.
i) On 20 December 2010, 180,970,000 shares at GBP 0.0025 were issued at a price of GBP 0.085. Upon the issue an amount of €17,785,954 was credited to the Company's share premium reserve.
j) On 20 December 2010, 60,126,386 shares at GBP 0.0025 were issued at a price of GBP 0.085. Upon the issue an amount of €5,860,198 was credited to the Company's share premium reserve.
Warrants
The Company has issued warrants to advisers to the Group. Warrants, noted below expire five or one and a half years after grant date and are exercisable at the exercise price.
2011
On 12 January 2011, 0.78 million warrants were issued to Cannacord Genuity which expire one and a half years after the grant date, and are exercisable at any time within that period.
On 12 January 2011, 0.15 million warrants were issued to GPM Securities which expire one and a half years after the grant date, and are exercisable at any time within that period.
On 12 January 2011, 0.07 million warrants were issued to Pardigm Capital which expire one and a half years after the grant date, and are exercisable at any time within that period.
2010
On 4 May 2010, 4.55 million warrants were issued to Fox Davies Capital which expire five years after the grant date, and are exercisable at any time within that period.
On 20 December 2010, 7.23 million warrants were issued to Canaccord Genuity Corp which expire 1.5 years after the grant date, and are exercisable at any time within that period.
On 20 December 2010, 1.39 million warrants were issued to GMP Securities which expire 1.5 years after the grant date, and are exercisable at any time within that period.
On 20 December 2010, 0.65 million warrants were issued to Paradigm Capital which expire 1.5 years after the grant date, and are exercisable at any time within that period.
Details of share warrants outstanding as at 31 March 2011:
Grant date |
Expiry date |
Exercise price | Number of warrants | |
000's | ||||
13 Aug 2009 | 12 Aug 2014 | 7.5p | 1,237 | |
20 Dec 2010 | 19 Jun 2012 | CAD0.135 | 9,278 | |
12 Jan 2011 | 12 Jul 2012 | CAD0.135 | 998 | |
11,513 | ||||
Warrants:- Outstanding at 1 January 2011: | 16,902 | |
- granted during the reporting period | 998 | |
- exercised during the reporting period | (6,387) | |
11,513 |
The estimated fair values of the warrants were calculated using the Black & Scholes option pricing model. The inputs into the model and the results are as follows:
Weighted average share price | Weighted average exercise price | Expected volatility | Expected life (years) | Risk free rate | Expected dividend yield | Discount factor | Estimated fair value | |
12 Jan 2011 | CAD0.290 | CAD0.135 | 60% | 1 | 3.5% | Nil | Nil | 10.64p |
20 Dec. 2010 | CAD0.135 | CAD0.135 | 45% | 1 | 2.25% | Nil | Nil | 1.61p |
04 May. 2010 | 10.50p | 10.50p | 45% | 1 | 2.75% | Nil | Nil | 3.03p |
24 Dec. 2009 | 11.00p | 11.00p | 105.13% | 5 | 5% | Nil | 30% | 6.19p |
13 Aug. 2009 | 7.50p | 7.50p | 111.59% | 5 | 5% | Nil | 30% | 6.87p |
14 Share option plan
Details of share options outstanding as at 31 March 2011:
Grant date |
Expiry date |
Exercise price | Number of share options |
GBP | 000's | ||
09 May 2005 | 09 May 2011 | 0.080 | 8,222 |
11 Aug 2005 | 11 Aug 2011 | 0.100 | 200 |
28 Apr 2006 | 28 Apr 2012 | 0.135 | 3,530 |
08 Sep 2006 | 08 Sep 2012 | 0.110 | 1,000 |
25 Jan 2007 | 25 Jan 2013 | 0.120 | 1,500 |
26 Feb 2007 | 26 Feb 2013 | 0.135 | 3,750 |
11 May 2007 | 11 May 2012 | 0.120 | 1,000 |
11 May 2007 | 11 May 2013 | 0.150 | 2,500 |
26 Jun 2007 | 26 Jun 2013 | 0.187 | 500 |
26 Jun 2007 | 26 Jun 2013 | 0.170 | 625 |
23 Jul 2007 | 23 Jul 2013 | 0.200 | 1,000 |
21 Sept 2007 | 21 Sep 2012 | 0.170 | 911 |
31 Dec 2007 | 31 Dec 2013 | 0.220 | 4,615 |
15 Jan 2008 | 14 Jan 2014 | 0.200 | 1,000 |
07 May 2008 | 06 May 2013 | 0.200 | 1,712 |
01 Sep 2008 | 01 Sep 2014 | 0.200 | 1,050 |
23 Mar 2009 | 22 Mar 2011 | 0.245 | 1,000 |
23 Mar 2009 | 22 Mar 2011 | 0.280 | 1,000 |
23 Mar2009 | 22 Mar 2013 | 0.041 | 9,500 |
09 Jun 2009 | 08 Jun 2013 | 0.080 | 6,250 |
25 Jan 2010 | 24 Jan 2014 | 0.134 | 11,725 |
22 Apr 2010 | 21 Apr 2014 | 0.134 | 500 |
01 Jul 2010 | 30 Jun 2014 | 0.080 | 2,000 |
12 Oct 2010 | 11 Oct 2014 | 0.100 | 2,150 |
20 Dec 2010 | 19 Dec 2014 | 0.120 | 11,250 |
Total | 78,490 |
| Number of shares 000's | |
Outstanding options at 1 January 2011: | 79,882 | |
- granted during the reporting period | - | |
- cancelled during the reporting period | (25) | |
- exercised during the reporting period | (1,367) | |
Outstanding options at 31 March 2011 | 78,490 |
2010
On 25 January 2010, each of the Directors and certain of the management and employees were granted options to subscribe at any time until 24 January 2014 for an aggregate total of 9,975,000 Ordinary Shares at an exercise price per Ordinary Share of 13.4 pence.
On 25 January 2010, certain consultants were granted options to subscribe at any time until 24 January 2014 for up to 1,750,000 new Ordinary Shares at an exercise price of 13.4 pence per Ordinary Share, expiring on 24 January, 2014.
On 22 April 2010, a non executive director was granted options to subscribe at any time until 21 April 2014 for an aggregate total of 500,000 Ordinary Shares at an exercise price per Ordinary Share of 13.40 pence.
On 1 July 2010, a senior manager was granted options to subscribe at any time until 30 June 2014 for an aggregate total of 2,000,000 Ordinary Shares at an exercise price per Ordinary Share of 8 pence. These options are only exercisable after satisfactory settlement of certain commercial matters and successful project permitting in Spain.
On 12 October 2010, certain consultants were granted options to subscribe at any time until 11 October 2014 for up to 2,150,000 new Ordinary Shares at an exercise price of 10 pence per Ordinary Share, expiring on 11 October, 2014 exercisable only after satisfactory settlement of certain commercial matters and successful project permitting in Spain.
On 20 December 2010, each of the Directors and certain of the management and employees were granted options to subscribe at any time until 19 December 2014 for an aggregate total of 11,250,000 Ordinary Shares at an exercise price per Ordinary Share of 12 pence.
The option agreements contain provisions adjusting the exercise price in certain circumstances including the allotment of fully paid Ordinary Shares by way of a capitalisation of the Company's reserves, a sub division or consolidation of the Ordinary Shares, a reduction of share capital and offers or invitations (whether by way of rights issue or otherwise) to the holders of Ordinary Shares.
The estimated fair values of the options were calculated using the Black & Scholes option pricing model. The inputs into the model and the results are as follows:
Grant date | Weighted average share price | Weighted average exercise price | Expected volatility | Expected life (years) | Risk free rate | Expected dividend yield | Discount factor | Estimated fair value |
20 Dec 2010 | 12.00p | 12.00p | 45% | 2.5 | 2.25% | Nil | Nil | 3.58p |
12 Oct 2010 | 10.00p | 10.00p | 45% | 2.5 | 2.25% | Nil | Nil | 2.82p |
01 Jul 2010 | 8.00p | 8.00p | 45% | 2.5 | 2.25% | Nil | Nil | 2.39p |
22 Apr 2010 | 12.00p | 13.40p | 45% | 2.5 | 2.25% | Nil | Nil | 3.11p |
25 Jan 2010 | 13.40p | 13.40p | 45% | 2.5 | 2.25% | Nil | Nil | 4.00p |
09 Jun 2009 | 7.82p | 8.00p | 104.52% | 4 | 5.00% | Nil | 30% | 4.00p |
23 Mar 2009 | 4.53p | 4.13p | 100.27% | 4 | 3.50% | Nil | Nil | 3.26p |
23 Mar 2009 | 4.53p | 28.00p | 100.27% | 2 | 2.75% | Nil | 30% | 0.47p |
23 Mar 2009 | 4.53p | 24.50p | 100.27% | 2 | 2.75% | Nil | 30% | 0.53p |
23 Mar 2009 | 4.53p | 5.00p | 100.27% | 2 | 2.75% | Nil | Nil | 2.31p |
01 Sep 2008 | 21.50p | 20.00p | 68.16% | 6 | 5.00% | Nil | 30% | 10.07p |
07 May 2008 | 23.75p | 20.00p | 69.36% | 5 | 4.98% | Nil | 30% | 10.82p |
15 Jan 2008 | 19.75p | 23.80p | 65.96% | 6 | 4.98% | Nil | 30% | 8.35p |
31 Dec 2007 | 22.00p | 22.00p | 65.96% | 6 | 4.27% | Nil | 30% | 9.76p |
18 Dec 2007 | 19.00p | 50.00p | 65.42% | 4 | 4.27% | Nil | 30% | 3.85p |
21 Sep 2007 | 17.00p | 17.00p | 61.93% | 5 | 5.00% | Nil | 30% | 6.47p |
23 Jul 2007 | 14.00p | 20.00p | 57.88% | 6 | 6.35% | Nil | 30% | 5.13p |
26 Jun 2007 | 13.50p | 18.66p | 57.88% | 6 | 6.32% | Nil | 30% | 5.09p |
26 Jun 2007 | 13.50p | 17.00p | 57.88% | 6 | 6.32% | Nil | 30% | 5.30p |
11 May 2007 | 13.25p | 12.00p | 57.88% | 5 | 6.07% | Nil | 30% | 5.43p |
11 May 2007 | 13.25p | 15.00p | 57.88% | 6 | 6.07% | Nil | 30% | 5.37p |
26 Feb 2007 | 11.83p | 13.50p | 60.00% | 6 | 5.85% | Nil | 30% | 4.19p |
25 Jan 2007 | 11.10p | 12.00p | 57.88% | 6 | 5.97% | Nil | 30% | 4.56p |
08 Sep 2006 | 9.00p | 11.00p | 46.% | 6 | 4.90% | Nil | 20% | 5.51p |
08 Sep 2006 | 9.00p | 9.00p | 46% | 6 | 4.90% | Nil | 20% | 5.86p |
28 Jun 2006 | 9.50p | 13.50p | 37% | 6 | 4.80% | Nil | 20% | 3.30p |
28 Apr 2006 | 9.50p | 13.50p | 37% | 6 | 4.70% | Nil | 20% | 3.25p |
11 Aug 2005 | 8.88p | 10.00p | 20% | 6 | 4.40% | Nil | 20% | 3.18p |
09 May 2005 | 8.75p | 8.00p | 15% | 6 | 4.40% | Nil | 20% | 2.50p |
For the three months ended 31 March 2011, the impact of share-based payments was a net charge to income of €92,318 (31 December 2010: €1,197,570) and 113,578 (31 December 2010: €383,041) share issue costs charged to share premium. At 31 March 2011, the equity reserve recognized for share based payments amounted to €5,220,947 (31 December 2010: €5,014,824).
15 Borrowings
31 Mar 2011 € 000's | 31 Mar 2010 € 000's | 31 Dec 2010 € 000's |
| |||||
| ||||||||
| Non-current borrowings | |||||||
| Convertible Note | - | 6,874 | - | ||||
| ||||||||
| Current borrowings | |||||||
| Convertible Note | 6,948 | - | 7,113 | ||||
| ||||||||
| Maturity of non-current borrowings | |||||||
| Between one to two years | - | 6,874 | - | ||||
| Between two to five years | - | - | - | ||||
| After five years | - | - | - | ||||
| - | 6,578 | - | |||||
Convertible Note Facility
On 4 March 2009, the Company entered into a Convertible Loan Agreement with RCF and RMB to provide a borrowing facility of up to US$8.5 million (the 'Facility').
The Facility was arranged to provide funds for the Rio Tinto copper project in Spain and the Biely Vrch gold project in Slovakia and for general working capital purposes.
Loans made under the Facility are repayable on or prior to 31 December 2011. Amounts drawn down under the Facility may be converted at the discretion of each Lender into Ordinary Shares at the Conversion Price of 4.13 pence per ordinary share.
Interest is payable at a rate of 7.5% on funds drawn down with an annual commitment fee of 3.0% on any undrawn amounts. The establishment fee was US$212,500 paid by the issue of 3,785,274 new Ordinary Shares.
The balance of the Convertible Note as at 31 March 2011 is €6,948,391 (US$8,659,787).
Interest can be paid in cash or shares at the election of the Company or the Lenders. In the case of shares, the price of such shares will be based upon the volume weighted average market price at the time of the payment. Interest for the period of €131,634 was paid by the issue of 1,043,025 new Ordinary shares over the period.
Loans under the Facility are secured against the shares of the Company's subsidiaries, the Company's principal bank account, and certain assets of the Company's Slovakian subsidiaries.
The drawdown of the Facility is subject to the warranties made by the Company and certain of its subsidiaries, no event of default outstanding at the date of drawdown and the Company not suffering any material adverse effects.
16 Trade and other payables
31 Mar 2011 € 000's | 31 Mar 2010 € 000's | 31 Dec 2010 € 000's | |
Current Trade and other payables | |||
Trade payables and accruals | 1,636 | 984 | 1,955 |
Other payables* | 2,032 | - | 1,563 |
3,668 | 984 | 3,518 | |
Non current Trade and other payables | |||
Other payables* | 13,287 | - | 13,867 |
*On 25 May 2010, EMED Tartessus S.L recognised a debt with the Social Security's General Treasury in Spain amounting to €16,914,617 and incurred by a previous owner, to stop the execution process by Public Auction of the Land initiated by that entity.
17 Acquisition of subsidiaries
There have been no acquisitions in the three months ended 31 March 2011.
18 Contingent liabilities
As part of the acquisition cost of a 95% share in Eastern Mediterranean Minerals (Cyprus) Limited, an additional contingent consideration of £600,000 is payable by the Company one month after the date on which Eastern Mediterranean Minerals (Cyprus) Limited first receives revenue of £1,000,000 from or in respect of specific exploration tenements.
On 23 September 2010, EMED Tartessus was notified of a Statement of Objections and Opening of File initiated by the Andalucían Water Authority following allegations by third parties of unauthorized discharges from the Rio Tinto Copper Mine to the public water course. The Opening of File was suspended pending the outcome of the related judicial claims and in March 2011, all the judicial claims were dismissed against the Company. It is expected that the administrative file open against the company will also be dismissed in due course. The Company has obtained legal advice and will continue to vigorously defend these allegations. The sanction proposed in the Statement of Objections is potentially a fine of €450,000 and damages in the amount of €1,171,712.60. These amounts have not been accrued in the condensed interim consolidated financial statements.
19 Commitments
On 15 September 2010, the Company was granted an option to acquire a 100% interest in all of the assets (including the mineral licence and assets located thereon and all mining information) held by it in respect of the Regua Tungsten Deposit in Portugal. The option may be exercised by the Company at any time prior to 31 December 2011 (the "Option Period") upon a further payment by the Company to Iberian Portugal of €750,000, in cash or Ordinary Shares at the Company's election. The Company will also make a cash payment of €100,000 or such higher amount to cover costs incurred by Iberian Portugal during the Option Period. In order to earn an interest in the Regua Tungsten Deposit, the Company must spend: (i) a minimum of €250,000 on the project during the Option Period, and (ii) a further €1,500,000 over the three years following the exercise of the option.
20 Events after the reporting period
On 6 April 2011 the Company issued 130,968 new shares of GBP 0.0025 to the partners of Mahuroda LLP (previously NWCF LLP), which exercised its option to purchase the shares at a price of 8 pence per share pursuant to the terms of an option agreement between NWCF LLP and the Company dated 6 May 2005.
On 28 April 2011 the Company issued 375,000 new shares of GBP 0.0025 to VSA Capital Limited (previously VSA Resources), which exercised its option to purchase the shares at a price of 8 pence per share pursuant to the terms of an option agreement between VSA Capital Limited and the Company dated 6 May 2005.
21 Related party transactions
The following transactions were carried out with related parties:
Compensation of key management personnel
The total remuneration of the Directors and other key management personnel was as follows:
31 Mar 2011 |
31 Dec 2010 | ||
€ 000's | € 000's | ||
Directors' fees Directors' other benefits | 134 46 | 546 380 | |
Option-based benefits to directors | 37 | 401 | |
Other key management personnel fees | 136 | 427 | |
Option-based and other benefits to other key management personnel | 67 | 361 | |
420 | 2,115 |
Share-based benefits
The directors and key management personnel have been granted options as set out in Note 14
Transactions with KEFI Minerals PLC.
The Company has an ongoing service agreement with KEFI Minerals PLC for provision of management and other professional services.
31 Mar 2011 |
31 Dec 2010 | ||
€ 000's | € 000's | ||
Transactions with KEFI Minerals PLC | 28 | 117 |
Management's Responsibility for Financial Reporting
The accompanying condensed interim unaudited consolidated financial statements of EMED Mining Public Limited were prepared by management in accordance with International Financial Reporting Standards ("IFRS"). Management acknowledges responsibility for the preparation and presentation of the condensed interim unaudited consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company's circumstances. The significant accounting policies of the Company are summarised in Note 2 to the condensed interim unaudited consolidated financial statements.
Management has established systems of Internal Control over the Financial Reporting ("ICFR"), process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced. There was no change in the Company's ICFR that occurred during the period beginning on 1 January 2011 and ended on 31 March 2011 that has materially affected, or is reasonably likely to materially affect, the Company's ICFR.
The Board of Directors is responsible for reviewing and approving the condensed interim unaudited consolidated financial statements and for ensuring that management fulfils its financial reporting responsibilities. An Audit and Financial Risk Management Committee assists the Board of Directors in fulfilling this responsibility. The members of the Audit and Financial Risk Management Committee are not officers of the Company. The Audit and Financial Risk Management Committee meets with management to review the internal controls over the financial reporting process, the consolidated financial statements and the auditors' report. The Audit and Financial Risk Management Committee also reviews the Annual Report to ensure that the financial information reported therein is consistent with the information presented in the consolidated financial statements. The Audit and Financial Risk Management Committee reports its findings to the Board of Directors for its consideration in approving the condensed interim unaudited consolidated financial statements for issuance to the shareholders.
Management recognises its responsibility for conducting the Company's affairs in compliance with established financial standards, and applicable laws and regulations, as defined in National Instrument 52-109-Certification of Disclosure in Issuer's Annual and Interim Fillings ("NI 52-109") of the Canadian Securities Regulators, and for maintaining proper standards of conduct for its activities.
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