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| Name | Symbol | Market | Type |
|---|---|---|---|
| Burning Rock Biotech Ltd | LSE:BNR | London | Depository Receipt |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.35 | 0 | 01:00:00 |
From Apr 2019 to Apr 2024
TIDMBNR
RNS Number : 1996F
Blenheim Natural Resources PLC
16 May 2017
16 May 2017
BLENHEIM NATURAL RESOURCES PLC
("Blenheim" or the "Company)
Final Results for the period ended 31 March 2017
Blenheim is pleased to announce its final results for the period ended 31 March 2017.
Copies of the Company's annual report and financial statements for the period ended 31 March 2017 will shortly be sent to shareholders and will be available at the Company's website: www.blenheimnaturalresources.com
For further information please contact:
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The information contained within this announcement is considered to be inside information, for the purposes of Article 7 of EU Regulation 596/2014, prior to its release.
CHAIRMAN'S STATEMENT
The Company changed its accounting reference date to 31 March (as announced on 7 April 2017) in order to align the Company's balance sheet date with the common market practice of reporting to calendar quarter ends in the UK and to bring Blenheim's financial year-end in line with the end of the fiscal year.
The Company's financial results are for the eleven months ended 31 March 2017 and show a loss of GBP295,170 (loss of GBP234,588 for the year ended 30 April 2016.) Revenues of GBP2,534 and net realised gains of GBP30,053 from the disposal of financial assets at fair value through profit or loss were offset by administrative costs of GBP242,683, transaction costs of GBP41,995 and net interest costs of GBP43,079.
During the period covered by these results, Blenheim finalised or is still working on several strategic investments including:
1. Further subscription of GBP120,000 to increase its investment in IGS (International Geoscience Services) Limited ("IGS") - Blenheim is the largest shareholder in IGS and currently holds a stake of 29.9%, a small reduction from 30.1% as a result of minor dilution since the investment took place.
2. Grant of an option for GBP1 by TAM Mining ("TAM") to obtain 7.5% of the fully diluted issued share capital of TAM by 7 August 2017 if the Company utilises its expertise and contacts to assist TAM in raising a minimum of US$5 million.
3. On 27 February 2017 Blenheim announced that, in addition to its ongoing discussions with Xantus Inc. ("Xantus") in respect of the Company's option to acquire a 30 per cent interest in the Dieba exploration permit in Southern Mali ("Dieba"), the Company was working to identify and appraise other lithium opportunities.
4. On 30 March 2017, Blenheim announced that it had conditionally acquired a 30 per cent interest in Nashwan Holdings Ltd ("Nashwan") for a consideration of GBP200,000 in cash and 75,000,000 ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares"). Nashwan currently holds two prospecting permits in Southern Mali and two exploration licence applications are pending over the same two areas. The payment of the consideration in respect of this transaction is conditional upon Nashwan successfully being granted exploration licences over both its Menianbala and Djidje projects within 90 days of the date of the share purchase agreement between the vendor and Blenheim, or by such other date agreed between the parties.
In addition to these significant developments in strategic investments, the Company has completed two successful share placings. Gross proceeds of GBP750,000 were raised in February 2017 and a further GBP1,000,000 raised shortly after the period end, in April 2017.
Borrowings of GBP275,000, represented by convertible loans, were fully repaid on 18 April 2017, after the period end. The Company is now free of any long-term debt.
As an investment company with significant cash resources, I believe that Blenheim is now extremely well positioned to continue to take advantage of opportunities in the natural resources and agribusiness sectors, in line with its investing policy. The directors are currently considering a number of promising potential strategic investments including lithium opportunities in West Africa, in particular the Xantus option referred to earlier in this statement.
Chris Ells
Chairman
15 May 2017
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 31 MARCH 2017
Period ended Year ended
31 March 2017 30 April 2016
Notes GBP GBP
CONTINUING OPERATIONS
REVENUE 2,534 6,196
Administrative expenses (242,683) (175,227)
Transaction costs (41,995) -
Impairment of available for sale financial assets - (82,345)
Other gains/(losses) - net 2 30,053 51,954
OPERATING LOSS (252,091) (199,442)
Finance income 25 315
Finance costs (43,104) (35,481)
LOSS BEFORE INCOME TAX (295,170) (234,588)
Income tax expense - -
LOSS FOR THE PERIOD (295,170) (234,588)
OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (295,170) (234,588)
============== ==============
EARNINGS PER SHARE
(expressed in pence per share)
Basic and diluted 3 (0.13) (0.23)
============== ==============
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2017
31 March 2017 30 April 2016
Notes GBP GBP
ASSETS
NON-CURRENT ASSETS
Available for sale financial assets 4 1,022,963 260,463
-------------- --------------
CURRENT ASSETS
Other receivables and prepayments 32,780 22,490
Financial assets at fair value through profit or loss 5 231,225 297,378
Other financial assets 25,000 -
Cash and cash equivalents 6 598,445 207,503
887,450 527,371
TOTAL ASSETS 1,910,413 787,834
============== ==============
EQUITY
Share capital 7 1,564,331 1,350,045
Share premium 7 1,836,406 1,383,432
Other reserves 8 965,905 501,582
Retained deficit (3,042,032) (2,746,862)
-------------- --------------
TOTAL EQUITY 1,324,610 488,197
-------------- --------------
LIABILITIES
CURRENT LIABILITIES
Borrowings 9 275,000 245,476
Trade and other payables 310,803 54,161
-------------- --------------
TOTAL LIABILITIES 585,803 299,637
-------------- --------------
TOTAL EQUITY AND LIABILITIES 1,910,413 787,834
============== ==============
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 31 MARCH 2017
Share Other Retained
capital Share premium reserves earnings Total
GBP GBP GBP GBP GBP
Balance at 1 May 2015 1,238,545 801,614 493,419 (2,512,274) 21,304
Loss for the year - - - (234,588) (234,588)
Total comprehensive income for the year - - - (234,588) (234,588)
---------- ---------------- ---------- ------------ ----------
Issue of share capital 111,500 670,250 - - 781,750
Issue costs - (88,432) - - (88,43)
Grant of share options and warrants - - 8,163 - 8,163
---------- ---------------- ---------- ------------ ----------
Total transactions with owners, recognised
directly in equity 111,500 581,818 8,163 - 701,481
---------- ---------------- ---------- ------------ ----------
Balance at 30 April 2016 1,350,045 1,383,432 501,582 (2,746,862) 488,197
Balance at 1 May 2016 1,350,045 1,383,432 501,582 (2,746,862) 488,197
Loss for the year - - - (295,170) (295,170)
Total comprehensive income for the year - - - (295,170) (295,170)
---------- ---------------- ---------- ------------ ----------
Issue of share capital 214,286 535,714 - - 750,000
Issue costs - (82,740) - - (82,740)
Grant of share options and warrants - - 21,823 - 21,823
Shares to be issued - - 442,500 - 442,500
Total transactions with owners, recognised
directly in equity 214,286 452,974 464,323 - 1,131,583
Balance at 31 March 2017 1,564,331 1,836,406 965,905 (3,042,032) 1,324,610
STATEMENT OF CASH FLOWS
FOR THE PERIODED 31 MARCH 2017
Period ended Year ended
31 March 2017 30 April 2016
GBP GBP
Cash flows from operating activities
Loss before income tax (295,170) (234,588)
Finance costs 43,104 35,481
Finance income (25) (315)
Gain on disposal of trade investments (30,053) (51,954)
Impairment of available for sale financial assets - 82,345
Share based payments 21,823 8,163
Increase in trade and other receivables (10,290) (8,786)
Increase in trade and other payables 256,642 21,166
-------------- --------------
Net cash used in operating activities (13,969) (148,488)
Cash flows from investing activities
Purchase of available for sale financial assets (320,000) (260,463)
Purchase of financial assets at fair value through profit or loss (343,485) (210,757)
Purchase of other financial assets (25,000) -
Proceeds from disposal of financial assets at fair value through profit or loss 439,691 106,950
-------------- --------------
Net cash used in investing activities (248,794) (364,270)
Cash flows from financing activities
Proceeds from the issue of share capital 750,000 781,750
Share issue expenses paid (82,740) (84,832)
Interest paid (13,580) (16,518)
Interest received 25 32
Net cash generated from financing activities 653,705 680,432
-------------- --------------
Increase/(decrease) in cash and cash equivalents 390,942 167,674
Cash and cash equivalents at the beginning of the year 207,503 39,829
Cash and cash equivalents at the end of the year 598,445 207,503
============== ==============
Significant non-cash transactions in the period include the shares to be issued in relation to the Nashwan transaction.
NOTES TO THE FINAL RESULTS
1. ACCOUNTING POLICIES
General information
Blenheim Natural Resources Plc is a public limited company incorporated in England and Wales under the Companies Act (registered number 02956279). The Company is domiciled in the United Kingdom and its registered address is Hyde Park House, 5 Manfred Road, London, SW15 2RS. The principal activity of the Company is to establish strategic and portfolio investments in listed and unlisted shares, as well as in projects in the natural resource sector which encompasses the mining, oil and gas and agricultural sectors. The Company's shares are traded on the AIM market of the London Stock Exchange.
Summary of significant accounting policies
The principal Accounting Policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
These Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRIC) interpretations as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS. The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets and financial assets at fair value through profit or loss. The company is an investment entity and has therefore prepared its financial statements on this basis.
The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements are disclosed in Note 3 of the published annual report.
The financial information set out in this announcement does not constitute the Company's statutory accounts for the period ended 31 March 2017 or the year ended 30 April 2016 under the meaning of Section 434 the Companies Act 2006 but is derived from those accounts. The annual report for the period ended 31 March 2017 was approved by the Board of Directors on 15 May 2017 along with this announcement, but has not yet been delivered to the Registrar of Companies. The auditor's report on the statutory accounts for the period ended 31 March 2017 is unqualified. The annual report and financial statements will be delivered to the Registrar of Companies following the Company's Annual General Meeting.
Going concern
The Financial Statements have been prepared assuming the Company will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.
The Directors have prepared cash flow forecasts for the Company. It is envisaged by the Directors that the cash flow existing as at the date of the Statement of Financial Position together with those received post period end provide adequate funds for the Company for at least 12 months from the date on which these Financial Statements were signed.
The company raised gross proceeds of GBP1,000,000 by way of a share placing and issue of shares on 3 May 2017. These funds will complement the company's existing cash resources and will be used for further investment opportunities. The Directors will retain sufficient cash resources to fund ongoing operations.
On this basis, the Directors have formed a judgement, 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. For this reason the Directors have adopted the going concern basis in preparing the Financial Statements.
2. OTHER GAINS/(LOSSES) - NET
31 March 2017 30 April 2016
GBP GBP
Fair value gains/(losses) on financial assets at fair value through profit or loss 30,053 51,954
============= =============
3. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.
Reconciliations are set out below.
31 March 2017
Weighted
average
number Per-share
Earnings of amount
GBP shares pence
Basic EPS
Earnings attributable to ordinary shareholders (295,170) 223,251,939 (0.13)
Effect of dilutive securities - - -
--------- ------------- ---------
Diluted EPS
Adjusted earnings (295,170) 223,251,939 (0.13)
========= ============= =========
30 April 2016
Weighted
average
number Per-share
Earnings of amount
GBP shares pence
Basic EPS
Earnings attributable to ordinary shareholders (234,588) 102,397,288 (0.23)
Effect of dilutive securities - - -
--------- ------------- ---------
Diluted EPS
Adjusted earnings (234,588) 102,397,288 (0.23)
========= ============= =========
In accordance with IAS 33 the share options in issue do not have a dilutive impact on the earnings per share for the period ended 31 March 2017 and the year ended 30 April 2016. The total number of potentially dilutive securities are 272,500,000 (2016: 22,500,000).
4. AVAILABLE FOR SALE FINANCIAL ASSETS
2017 2016
GBP GBP
At 1 May 260,463 82,345
Additions 762,500 260,463
Impairment - (82,345)
--------- --------
At 30 April 1,022,963 260,463
========= ========
A brief description of the three strategic holdings is as follows:
As at 31 March 2017, the carrying value of the Company's 29.9 per cent investment in IGS (International Geoscience Services) Limited ("IGS") is based on its acquisition cost of GBP380,463. The Directors consider this carrying value to equate to the fair value of this investment as revenue and costs of the geoconsultancy and IGS Xplore, the technology business, cannot be forecast accurately beyond the near future given the fluidity in both market places.
On 26 March 2017, Blenheim conditionally acquired a 30 per cent interest in Nashwan Holdings Ltd ("Nashwan") for a consideration of GBP200,000 in cash and 75,000,000 ordinary shares of 0.1 pence each in the capital of the Company. The shares have been included at a value of GBP442,500 and included in other reserves in shares to be issued. Nashwan currently holds two prospecting permits in Southern Mali and two exploration licence applications pending over the same two areas.
The carrying value of the Company's investment in Nashwan is based on its acquisition cost of GBP642,500. The Directors consider that this carrying value equates to the fair value of this investment given the proximity of the transaction to the reporting date.
Completion of the Company's investment in Nashwan was conditional at the period end on shareholders granting the directors the authority to allot and issue the share based consideration. This authority was granted by shareholders at a general meeting held on 28 April 2017, and completion of the Company's investment has taken place.
Pursuant to the terms of the acquisition, the payment of consideration to the vendor remains conditional on Nashwan successfully being granted with exploration licences over both its Menianbala and Djidje projects within 90 days of the date of completion, or by such other date agreed between the parties.
On 7 August 2016, the Company entered into an option agreement with TAM Mining Limited ("TAM"). The Company paid a nominal option fee of GBP1 and was granted the option to be issued with ordinary shares in TAM equal to 7.5% of its entire issued share capital, on a fully diluted basis (the "Option"). As consideration for this interest, Blenheim agreed to use its skills and contacts to assist TAM in raising a minimum of US$5 million (the "Funding Condition"). This Option is exercisable, inter alia, by Blenheim within 12 months from the date of the Agreement, subject to successfully meeting the Funding Condition. The Company continues to assist in identifying relevant sources of finance and provides technical and commercial support to TAM.
5. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
2017 2016
GBP GBP
Equity securities - held for trading 231,225 297,378
======= =======
Financial assets at fair value through profit or loss are presented within 'operating activities' as part of changes in working capital in the Statement of Cash Flows.
Changes in fair values of financial assets at fair value through profit or loss are recorded in 'other (losses)/gains - net' in the Income Statement.
The fair value of all equity securities is based on their current bid prices in an active market.
6. CASH AND CASH EQUIVALENTS
2017 2016
GBP GBP
Cash at bank 578,434 207,079
Cash held in investment portfolio 20,011 424
------- -------
598,445 207,503
======= =======
7. SHARE CAPITAL
Number of shares Ordinary shares Deferred shares Share premium Total
No. GBP GBP GBP GBP
At 1 May 2015 727,909 72,835 1,165,710 801,614 2,040,159
Sub division of shares 72,062,991 - - - -
Issue of shares 111,500,000 111,500 - 670,250 781,750
Share issue costs - - - (88,432) (88,432)
At 30 April 2016 184,290,900 184,335 1,165,710 1,383,432 2,733,477
================= ================ ================ ============== ==========
At 1 May 2016 184,290,900 184,335 1,165,710 1,383,432 2,733,477
Issue of shares 214,285,714 214,286 - 535,714 750,000
Share issue costs - - - (82,740) (82,740)
At 31 March 2017 398,576,614 398,621 1,165,710 1,836,406 3,400,737
================= ================ ================ ============== ==========
On 07 February 2017, 214,285,714 Ordinary shares of 0.10 pence each were allotted as fully paid at a premium of 0.25 pence per share during the year.
8. OTHER RESERVES
Shares to be issued Share option reserve Merger reserve Total
At 1 May 2015 76,135 - 417,284 493,419
Issue of share options and warrants - 8,163 - 8,163
At 30 April 2016 76,135 8,163 417,284 501,582
Issue of share options and warrants - 21,823 - 21,823
Shares to be issued 442,500 - - 442,500
At 31 March 2017 518,635 29,986 417,284 965,905
==================== ===================== =============== ========
Merger relief reserve of GBP417,284 arose in the period ended 31 December 1995 and relates to shares that were issued on a share for share basis in relation to the Langdon (Coffee & Tea) Limited transaction.
Shares to be issued comprise the equity component of the compound financial instruments. Shares to be issued also includes GBP442,500 in respect of deferred share consideration for the Nashwan transaction.
Share option reserve comprises the cumulative fair value of share options and warrants.
9. BORROWINGS
2017 2016
GBP GBP
Current:
Convertible loan notes 275,000 245,476
======= =======
Terms and debt repayment schedule:
GBP GBP
Less than 1 year 275,000 245,476
Borrowings represent convertible loan notes redeemable on or before 18 April 2017.
The carrying amounts and the fair value of borrowings are as follows:
Carrying amount Fair value
2017 2016 2017 2016
GBP GBP GBP GBP
Convertible loan notes 275,000 245,476 275,000 275,000
======== ======== ======== ========
The carrying amounts of the Company's borrowings are denominated in UK sterling.
The convertible bond recognised at the year-end is calculated as follows:
2017 2016
GBP GBP
Face value of convertible loan notes issued 275,000 275,000
Equity component (76,135) (76,135)
-------- --------
Liability component on initial recognition 198,865 198,865
Interest expense 139,666 94,778
Interest paid (63,531) (48,167)
-------- --------
275,000 245,476
======== ========
The fair value has been calculated using discounted cash flows at a rate of 15% per annum.
10. SHARE-BASED PAYMENT TRANSACTIONS
The measurement requirements of IFRS 2 have been implemented in respect of share options and warrants granted. The expense recognised for share based payments during the period is GBP21,823 (2016: GBP8,163).
247,500,000 options or warrants were issued during the financial period ended 31 March 2017, with an average exercise price of 0.64 pence.
Movement in issued share options during the period
The table illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options and warrants during the period as follows:
No of options No of options WAEP
Outstanding at the beginning of the period 28,500,000 0.96p
Granted during the year 247,500,000 0.64p
Forfeited/cancelled during the period (3,500,000) 1.25p
Outstanding at the end of the period 272,500,000 0.67p
=========== =============
Exercisable at the end of the period 272,500,000 0.67p
=========== =============
The fair value of the options and warrants granted in the period have been calculated using the Black Scholes model assuming the inputs shown below:
- Grant date 7 February 2017 7 February 2017 23 March 2017 - Number of options/warrants granted 214,285,714 10,714,286 22,500,000 - Share price at grant date 0.475p 0.475p 0.625p - Exercise price at grant date 0.65p 0.35p 0.65p - Risk free rate 2.75% 2.75% 2.75% - Option life 2 years 3 years 3 years - Expected volatility 10.81% 10.81% 10.81% - Expected dividend yield 0% 0% 0% - Fair value of option/warrant GBP0.003 GBP0.0004 GBP0.0013
Share options and warrants outstanding at the end of the period have the following expiry dates:
Grant date Exercise date Number of shares
30 October 2015 15 October 2018 10,000,000
30 October 2015 15 April 2017 9,000,000
16 December 2015 10 December 2017 6,000,000
7 February 2017 18 January 2019 214,285,714
7 February 2017 18 January 2020 10,714,286
23 March 2017 7 February 2020 22,500,000
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SFDFAIFWSEII
(END) Dow Jones Newswires
May 16, 2017 02:01 ET (06:01 GMT)
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