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EMH European Metals Holdings Limited

19.50
-1.75 (-8.24%)
25 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
European Metals Holdings Limited LSE:EMH London Ordinary Share VGG3191T1021 ORD NPV (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -1.75 -8.24% 19.50 19.00 20.00 21.25 18.75 20.75 842,385 11:00:26
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Miscellaneous Metal Ores,nec 1.12M -5.93M -0.0286 -6.82 40.43M

European Metals Holdings Limited Half-year Report (6220Z)

16/03/2017 7:00am

UK Regulatory


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TIDMEMH

RNS Number : 6220Z

European Metals Holdings Limited

16 March 2017

16 March 2017 For immediate release

EUROPEAN METALS HOLDINGS LIMITED

Unaudited Interim Financial Report

For the six months ended 31 December 2016

The Directors of European Metals Holdings Limited ("European Metals" or "the Company") (ASX & AIM: EMH), the specialty lithium exploration and development company with assets in the Czech Republic, are pleased to release its interim unaudited financial report for the half year ended 31 December 2016.

A copy of the European Metals Half Year Report is also available on the Company's website at www.europeanmet.com.

ENQUIRIES:

 
 European Metals Holdings 
  Limited                             Tel: +61 (0) 419 996 
  Keith Coughlan, Chief               333 
  Executive Officer                   Email: keith@europeanmet.com 
 
                                      Tel: +44 (0) 20 7440 
  Kiran Morzaria, Non-Executive       0647 
  Director 
                                      Tel: +61 (0) 6141 3504 
  Julia Beckett, Company              Email: julia@europeanmet.com 
  Secretary 
 Beaumont Cornish (Nomad            Tel: +44 (0) 20 7628 
  & Broker)                          3396 
  Michael Cornish                    Email: corpfin@b-cornish.co.uk 
  Roland Cornish 
 

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.

DIRECTORS' REPORT

Your Directors submit the financial report of the consolidated group for the half year ended 31 December 2016.

Directors

The names of the directors who held office during or since the end of the half-year.

 
 Mr Keith    Managing Director,   Appointed 6 September 
  Coughlan    CEO                  2013 
 Mr David    Non-Executive        Appointed 6 March 2014 
  Reeves      Chairman 
 Dr Pavel    Non-Executive        Appointed 6 March 2014 
  Reichl      Director 
 Mr Kiran    Non-Executive        Appointed 10 December 
  Morzaria    Director             2015 
 

Results of Operations

The consolidated loss for the half year ended 31 December 2016 amounted to $3,164,185 (2015: $1,310,889 loss).

Review of Operations

During the period the Company focused on advancing the Cinovec project in Czech Republic.

Highlights in the period include:

Project Development

 
 
         *    Project development for the period was centered 
              around a significant drilling programme embarked on 
              by the Company. There were numerous updates to this 
              programme released to the market during the period. 
              Overall, results from the programme either confirmed 
              or exceeding expectations with respect of both 
              lithium content and width of mineralisation. 
 
 
         *    This drilling programme provided important data to 
              the Company's Preliminary Feasibility Study which was 
              ongoing throughout the period. The Company has 
              released updates with regards to this study and is 
              anticipating its completion at the end of March 2017. 
 
 
         *    The Company appointed Ausenco Limited, and Hatch Ltd 
              as the Lead Engineers to the Pre-Feasibility Study. 
 
 
         *    During the half year, the Company announced a 
              significant reduction of pre-production capital costs 
              based on a review of scoping study and outstanding 
              recoveries from test work completed. 
 
         *    The Company announced a new exploration license, 
              Cinovec III was granted. The license not only covers 
              a small area above the Cinovec deposit itself along 
              the Czech-German border, but also gives the Company 
              exclusive rights to explore for potential deep seated 
              lithium ore East of the Cinovec deposit. 
 
         *    On 22 November 2016, the Company announced a 
              significant increase in the indicated resource at 
              Cinovec. This upgrade was a result of the drilling 
              programme to that point and increased the indicated 
              resource by approximately 420%. 
 
         *    On 13 December 2016, the Company announced the 
              successful manufacture of >99.5% pure lithium 
              carbonate using an industry proven, sodium sulphate 
              roast-based flow-sheet from mica-concentrate from the 
              Cinovec Project. 
 

Significant change in state of affairs

 
 
   *    On 7 October 2016, 500,000 warrants were exercised at 
        the price of $0.14 per CDI to raise $70,000. 
 
 
   *    On 17 October 2016, 2,000,000 listed options were 
        exercised and the Company received a total of 
        $400,000. 
 
 
   *    On 1 November 2016, pursuant to the terms and 
        conditions, 5,000,000 Class B Performance Shares in 
        the Company have been automatically redeemed by the 
        Company for a sum of $0.000001 per Class B 
        Performance Share. These performance shares were 
        issued by the Company on 12 March 2014 as part of the 
        consideration for the acquisition of European Metals 
        (UK) Ltd as approved by Shareholders at the General 
        Meeting held on 20 February 2014. These performance 
        shares are automatically redeemed due to the required 
        milestone not being achieved. 
 
 
   *    On 22 November 2016, 500,000 were exercised at the 
        price of $0.14 per CDI to raise $70,000. 
 
 
   *    On 24 November 2016, the Company issued 5,000,000 
        CDIs to Rare Earth Minerals Plc at an issue price of 
        $0.52 per CDI to raise $2,600,000 and 5,000,000 Class 
        B performance shares were issued to the original 
        vendors of the Cinovec Project in replacement of the 
        Class B performance shares issued to them in 2014 as 
        approved by Shareholders at Annual General Meeting 
        held 18 November 2016. 
 

Significant events after the reporting date

 
 
   *    On 5 January 2017, Geomet entered into an agreement 
        to purchase a land in Czech for an amount of $267,916 
        (CZK 5,184,734). 
 
 
   *    The Company announced the completion of the drilling 
        programme and the appointment of Mr Richard Pavlik as 
        the Country Manager. 
 
 
   *    The Cinovec South Resource was added to the Czech 
        State resource register in early January 2017. This 
        is the first step in the process for the granting of 
        a mining permit. 
 
 
   *    The Company announced a further significant upgrade 
        in the Cinovec resource. 
 

Auditor's Independence Declaration

The auditor's independence declaration for the half year ended 31 December 2016 has been received and can be found on page 5 of the financial report.

This report of the Directors is signed in accordance with a resolution of the Board of Directors.

Keith Coughlan

MANAGING DIRECTOR

16 March 2017

AUDITOR'S INDEPENCE DECLARATION

16 March 2017

Board of Directors

European Metals Holdings Limited

Suite 12, Level 1

11 Ventnor Avenue

WEST PERTH WA 6005

Dear Sirs

   RE:       European Metals HOLDINGS LIMITED 

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of European Metals Holdings Limited.

As Audit Director for the review of the financial statements of European Metals Holdings Limited for the six months ended 31 December 2016, I declare that to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

   (ii)      any applicable code of professional conduct in relation to the review. 

Yours faithfully

STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD

(Trading as Stantons International)

(An Authorised Audit Company)

Samir R Tirodkar

Director

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE HALF YEARED 31 DECEMBER 2016

 
                                             Note   31 December   31 December 
                                                        2016          2015 
                                                         $             $ 
 Revenue - Interest 
  income                                                  8,484         6,645 
 Other Income                                               852        23,291 
 
 Professional fees                                     (98,704)     (255,832) 
 Audit and compliance 
  fees                                                 (15,066)      (15,086) 
 Advertising and promotion                             (84,146)             - 
 Share based payment 
  expense                                     5     (2,671,444)     (557,246) 
 Depreciation                                             (594)         (959) 
 Employee benefits                                    (142,285)     (109,500) 
 Travel and accommodation                              (36,380)      (12,175) 
 Share registry fees                                   (60,317)     (278,023) 
 Insurance                                              (7,737)      (11,546) 
 Rent and utilities                                    (41,457)      (22,797) 
 Other administration 
  expenses                                             (15,391)      (77,661) 
                                                   ------------  ------------ 
 Loss before income 
  tax                                               (3,164,185)   (1,310,889) 
 Income tax expense                                           -             - 
                                                   ------------  ------------ 
 Loss for the period                                (3,164,185)   (1,310,889) 
 Other comprehensive 
  income 
 Items that will not                                          -             - 
  be reclassified to 
  profit or loss 
 Items that may be reclassified 
  subsequently to profit 
  or loss - exchange 
  differences on translating 
  foreign operations                                   (82,527)           738 
                                                   ------------  ------------ 
 Other comprehensive 
  (loss) / income for 
  the period, net of 
  tax                                                  (82,527)           738 
 Total comprehensive 
  loss for the period                               (3,246,712)   (1,310,151) 
                                                   ============  ============ 
 
 Net Loss attributable 
  to: 
 
        *    members of the parent entity           (3,164,185)   (1,310,889) 
                                                    (3,164,185)   (1,310,889) 
                                                   ============  ============ 
 Total Comprehensive 
  loss attributable to: 
 
        *    members of the parent entity           (3,246,712)   (1,310,151) 
                                                    (3,246,712)   (1,310,151) 
                                                   ============  ============ 
 
 Basic and diluted loss 
  per CDI                                     3          (0.03)        (0.02) 
 

The above statement should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2016

 
                            Note  31 December    30 June 
                                      2016         2016 
                                       $            $ 
CURRENT ASSETS 
Cash and cash equivalents           3,372,270    3,134,661 
Trade and other 
 receivables                           84,140       94,591 
Other assets                           32,399       79,915 
TOTAL CURRENT ASSETS                3,488,809    3,309,167 
                                  -----------  ----------- 
 
NON-CURRENT ASSETS 
Exploration and 
 evaluation expenditure             7,596,098    4,940,613 
Property, plant 
 and equipment                         47,982            - 
Intangible assets                       1,952        2,599 
                                  -----------  ----------- 
TOTAL NON-CURRENT 
 ASSETS                             7,646,032    4,943,212 
                                  -----------  ----------- 
 
TOTAL ASSETS                       11,134,841    8,252,379 
                                  -----------  ----------- 
 
CURRENT LIABILITIES 
Trade and other 
 payables                             621,270      293,890 
TOTAL CURRENT LIABILITIES             621,270      293,890 
                                  -----------  ----------- 
 
TOTAL LIABILITIES                     621,270      293,890 
                                  -----------  ----------- 
 
NET ASSETS                         10,513,571    7,958,489 
                                  ===========  =========== 
 
EQUITY 
Issued capital               4     14,804,491   11,674,141 
Reserves                            3,233,464      644,547 
Accumulated losses                (7,524,384)  (4,360,199) 
                                  -----------  ----------- 
TOTAL EQUITY                       10,513,571    7,958,489 
                                  ===========  =========== 
 

The above statement should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF changes in equity

FOR THE HALF YEARED 31 DECEMBER 2016

 
                          Issued         Option         Foreign     Accumulated 
                          Capital    and performance    Currency       Losses        Total 
                                         shares        Translation 
                                        Reserves         Reserve 
                            $              $               $             $            $ 
Balance at 1 
 July 2015               6,788,183            97,560       125,201  (2,866,122)    4,144,822 
Loss attributable 
 to members of 
 the Company                     -                 -             -  (1,310,889)  (1,310,889) 
Other comprehensive 
 income                          -                 -           738            -          738 
                        ----------  ----------------  ------------  -----------  ----------- 
Total comprehensive 
 loss for the 
 period                          -                 -           738  (1,310,889)  (1,310,151) 
                        ----------  ----------------  ------------  -----------  ----------- 
 
Transactions 
 with owners, 
 recognised directly 
 in equity 
CDIs issued 
 during the period, 
 net of costs            1,073,164                 -             -            -    1,073,164 
Expired options                  -          (97,560)             -       97,560            - 
Share based 
 payments                        -           557,246             -            -      557,246 
Balance at 31 
 December 2015           7,861,347           557,246       125,939  (4,079,451)    4,465,081 
                        ==========  ================  ============  ===========  =========== 
 
Balance at 1 
 July 2016              11,674,141           557,246        87,301  (4,360,199)    7,958,489 
Loss attributable 
 to members of 
 the Company                     -                 -             -  (3,164,185)  (3,164,185) 
Other comprehensive 
 loss                            -                 -      (82,527)            -     (82,527) 
                        ----------  ----------------  ------------  -----------  ----------- 
Total comprehensive 
 loss for the 
 period                          -                 -      (82,527)  (3,164,185)  (3,246,712) 
                        ----------  ----------------  ------------  -----------  ----------- 
 
Transactions 
 with owners, 
 ecognized directly 
 in equity 
CDIs issued 
 during the period, 
 net of costs            2,590,350                 -             -            -    2,590,350 
Share based 
 payments                        -         2,671,444             -            -    2,671,444 
Exercise of 
 options                   400,000                 -             -            -      400,000 
Exercise of 
 warrants                  140,000                 -             -            -      140,000 
Balance at 31 
 December 2016          14,804,491         3,228,690         4,774  (7,524,384)   10,513,571 
                        ==========  ================  ============  ===========  =========== 
 

The above statement should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE HALF YEARED 31 DECEMBER 2016

 
                                            31 December  31 December 
                                     Note       2016         2015 
                                                 $            $ 
CASH FLOWS FROM OPERATING 
 ACTIVITIES 
Payments to suppliers and 
 employees                                    (623,519)    (512,797) 
Interest received                                 8,484        6,645 
Interest paid                                      (15)            - 
Receipts for services                                 -       23,291 
Net cash used in operating 
 activities                                   (615,050)    (482,861) 
                                            -----------  ----------- 
 
CASH FLOWS FROM INVESTING 
 ACTIVITIES 
Payment for exploration and 
 evaluation expenditure                     (2,261,991)    (690,393) 
Payments for property, plant 
 and equipment                                 (15,700)            - 
                                            -----------  ----------- 
Net cash used in investing 
 activities                                 (2,277,691)    (690,393) 
                                            -----------  ----------- 
 
CASH FLOWS FROM FINANCING 
 ACTIVITIES 
Proceeds from issue of CDI's                  3,140,000    1,112,846 
Capital raising cost                            (9,650)     (69,682) 
Net cash from financing activities            3,130,350    1,043,164 
                                            -----------  ----------- 
Net increase /(decrease) in 
 cash and cash equivalents                      237,609    (130,090) 
Cash and cash equivalents 
 at the beginning of the financial 
 year                                         3,134,661      889,208 
                                            -----------  ----------- 
Cash and cash equivalents 
 at the end of financial period               3,372,270      759,118 
                                            ===========  =========== 
 

The above statement should be read in conjunction with the accompanying notes.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEARED 31 DECEMBER 2016

NOTE 1: BASIS OF PREPARATION

Statement of compliance

The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 'Interim Financial Reporting'. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'. The half-year report does not include notes of the type normally included in an annual financial report and shall be read in conjunction with the most recent annual financial report.

Basis of preparation

The consolidated financial statements have been prepared on the basis of historical cost, except where applicable for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.

The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the company's 2016 annual financial report for the financial year ended 30 June 2016, except for the impact of the Standards and Interpretations described below. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

Changes in accounting policies, accounting standards and interpretations

The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 30 June 2016. All applicable new standards and interpretations issued since 1 July 2016 have been adopted. There was no significant impact on the Group except:

Property

Freehold land and buildings are carried at their fair value (being the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction), based on periodic, but at least triennial, valuations by external independent valuers, less accumulated depreciation for buildings.

Increases in the carrying amount arising on revaluation of land and buildings are credited to a revaluation surplus in equity; all other decreases are recognised in profit or loss.

Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset.

New and Revised Accounting Requirements Applicable to the Current Half-Year Reporting Period

The Company has adopted all of the new and revised Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current reporting period.

The application of the new and revised Accounting Standards and Interpretations does not have a material impact on the Group.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEARED 31 DECEMBER 2016

NOTE 2: OPERATING SEGMENTS

The accounting policies used by the Group in reporting segments are in accordance with the measurement principles of Australian Accounting Standards.

The Group has identified its operating segments based on the internal reports that are provided to the Board of Directors, according to AASB 8 Operating Segments.

The Group currently has one project which takes into account each of the above mentioned aspects. The principal activities for the project are exploration of lithium, tin, tungsten and other commodities, and the development of the existing resources. The project is likely to use the same resources in future and the nature of the regulatory environment is the Czech Republic. This is expected to be the same for future projects. Accordingly, management has identified one operating segment based on the location of the projects, that being the Czech Republic.

 
NOTE 3: LOSS PER CDI                         31 December   31 December 
                                                 2016          2015 
Basic and diluted loss per CDI                    ($0.03)       ($0.02) 
Loss attributable to members of European 
 Metals Holdings Limited                     ($3,164,185)  ($1,310,889) 
Weighted average number of CDI outstanding 
 during the period                            123,574,735    83,465,304 
 
 
NOTE 4: ISSUED CAPITAL AND                                                      $ 
 RESERVES                                               Number 
(a) Issued and paid up capital 
129,417,126 (30 June 2016: 
 121,417,126 CDIs)                                         129,417,126          14,804,491 
Total issued capital                                                            14,804,491 
                                                                        ================== 
 
(b) Movements in CDIs 
                                      Date              Number                  $ 
Balance at the beginning 
 of the period                     1 July 2015              75,144,459           6,788,183 
                                    13 August 
CDI capital raising                    2015                  9,410,578             752,846 
Issued in lieu of director          17 August 
 fees                                  2015                    496,725              30,000 
                                    19 October 
CDI capital raising                    2015                  2,000,000             360,000 
                                     18 March 
CDI capital raising                    2016                 13,000,000           1,755,000 
                                     20 April 
CDI - exercised of options             2016                      3,525                 353 
CDI - exercised of options          9 May 2016                 300,000              30,000 
CDI - exercised of options         19 May 2016                 688,514              68,851 
CDI - exercised of options         1 June 2016               1,279,372             127,937 
CDI - exercised of options         8 June 2016               1,223,446             122,345 
CDI - exercised of options         16 June 2016              6,045,366             604,537 
CDI - exercised of options         30 June 2016             11,825,141           1,182,514 
Capital raising cost                                                 -           (148,425) 
Balance at the end of the 
 year                              30 June 2016            121,417,126          11,674,141 
                                                 ---------------------  ------------------ 
 
 

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEARED 31 DECEMBER 2016

 
 NOTE 4: ISSUED CAPITAL AND RESERVES 
  (continued) 
                                            Date            Number           $ 
Balance at the beginning 
 of the period                           1 July 2016   122,417,126  11,674,141 
 
                                          7 October 
CDI - exercise of warrants                   2016          500,000      70,000 
                                         17 October 
CDI - exercise of options                    2016        2,000,000     400,000 
                                         22 November 
CDI - exercise of warrants                  2016           500,000      70,000 
                                         24 November 
CDI placement                               2016         5,000,000   2,600,000 
Capital raising cost                                             -     (9,650) 
                                                       -----------  ---------- 
Balance at the end of the                31 December 
 period                                     2016       129,417,126  14,804,491 
                                                       -----------  ---------- 
 
 
 
 
(c) Movements B Class Performance 
 Shares 
                                         Date         Number         $ 
 
Balance at the beginning 
 of the year                          1 July 2015     5,000,000          - 
                                      20 February 
Performance Shares lapsed                 2016      (5,000,000)          - 
Balance at the end of the            30 June 2016             -          - 
 year period 
                                                    -----------  --------- 
 
Balance at the beginning              1 July 2016             -          - 
 of the year 
                                      24 November 
Performance Shares issued                 2016        5,000,000  2,671,444 
Balance at the end of the             31 December 
 year period                              2016        5,000,000  2,671,444 
                                                    -----------  --------- 
 
 

CDIs and Depositary Interests ('DIs') entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held. On a show of hands every holder of a CDI and/or DI present at a meeting in person or by proxy, is entitled to one vote, and in a poll each share is entitled to one vote.

European Metals Holding is a company limited by shares incorporated in the British Virgin Islands with an authorised share capital, 200,000,000 no par value shares of a single class. Pursuant to the prospectus dated 26 April 2012, the company issued CDIs in July 2012. The holder of the CDIs has beneficial ownership in the underlying shares instead of legal title. In respect of CDIs, legal title and the underlying shares is held by Chess Depository Nominees Pty Ltd. Immediately prior to admission to AIM in December 2015, the Company created the DIs. In respect of DIs, legal title and the underlying shares is held by the UK Depositary, Computershare Investor Services PLC.

Holders of CDIs and/or DIs have the same entitlement benefits of holding the underlying shares. Each Share in the Company confers upon the Shareholder:

(a) the right to one vote at a meeting of the Shareholders of the Company or on any Resolution of Shareholders;

   (b)     the right to an equal share in any dividend paid by the Company; and 

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

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEARED 31 DECEMBER 2016

NOTE 4: ISSUED CAPITAL AND RESERVES (continued)

The terms of the performance shares are as follows:

The 5,000,000 B Class Performance Shares will convert in accordance with the below:

(i) 1,000,000 B Class Performance Shares will convert into Shares and an equivalent number of CDIs upon the Company's Mineral Resource at Cinovec South and Cinovec Main being entered in the State Balance. The B Class Performance Shares shall convert into the number of Shares and equivalent number of CDIs equal to 1,000,000 multiplied by 0.5 and divided by the greater of: (A) $0.50 per CDI; and (B) the volume weighted average price of CDIs (expressed as a decimal of $1.00) as calculated over the 5 ASX trading days prior to the date the Mineral Resource is entered. (Explanatory Note: Under Czech law a mineral resource must be registered and henceforth treated as a resource by the Czech Government before mining licenses can be granted. A mineral resource has to be calculated according to the Czech regulations, and defended in front of a committee of state certified experts);

(ii) 1,000,000 B Class Performance Shares will convert into Shares and an equivalent number of CDIs upon the issuance of the preliminary mining licenses relating to the Cinovec Project. The B Class Performance Shares shall convert into the number of Shares and equivalent number of CDIs equal to 1,000,000 multiplied by 0.5 and divided by the greater of: (A) $0.50 per CDI; and (B) the volume weighted average price of CDIs (expressed as a decimal of $1.00) as calculated over the 5 ASX trading days prior to the date the final preliminary mining license is issued; and

(iii) 3,000,000 B Class Performance Shares will convert into Shares and an equivalent number of CDIs upon the completing of a definitive feasibility study (DFS). For clarity, the DFS must be: (i) of a standard suitable to be submitted to a financial institution as the basis for lending of funds for the development and operation of mining activities contemplated in the study; (ii) capable of supporting a decision to mine on the Permits; and (iii) completed to an accuracy of +/- 15% with respect to operating and capital costs and display a pre-tax net present value of not less than US$250,000,000. The B Class Performance Shares shall convert into the number of Shares and equivalent number of CDIs equal to 3,000,000 multiplied by 0.5 and divided by the greater of: (A) $0.50 per CDI; and (B) the volume weighted average price of CDIs (expressed as a decimal of $1.00) as calculated over the 5 ASX trading days prior to date of receipt of the completed DFS,

(together the Milestones and each a Milestone). For the avoidance of doubt, the number of Shares and equivalent number of CDIs which will be issued on conversion of the B Class Performance Shares will not exceed a ratio of 1 for 1.

(iv) If the Milestone is not achieved or the Change of Control Event does not occur by the required date, then each B Class Performance Share held by a Holder will be automatically redeemed by the Company for the sum of $0.000001 within 10 ASX trading days of non-satisfaction of the Milestone.

$2,671,444 has been attributed to the Performance Shares.

NOTE 5: SHARE BASED PAYMENT EXPENSE

 
The following share-based payment arrangements existed 
 as at 31 December 2015: 
 

On 31 July 2015, 3,750,000 options with an exercise price 16.6 cents on or before the 17 August 2020 were granted to Directors. The issue was approved by shareholders at a General Meeting held on the 31 July 2015. The options were valued under Black and Scholes and a fair value adjustment of $386,798 and was recognised as a share based payment in the profit and loss.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEARED 31 DECEMBER 2016

NOTE 5: SHARE BASED PAYMENT EXPENSE (CONTINUED)

The following share-based payment arrangements existed as at 31 December 2016:

 
        Instruments granted are as follow: 
                    Grant Date                      Number 
      18 November 2016 - Class B Performance 
i.     Shares (related parties)                  1,336,557 
      18 November 2016 - Class B Performance 
ii.    Shares (non-related parties)              3,663,443 
                                               ----------- 
                    Total                        5,000,000 
                                               ----------- 
 

$2,671,444 has been attributed to the Performance Shares.

NOTE 6: RELATED PARTY TRANSACTIONS

The related party transactions of the half-year financial report are consistent with those adopted and disclosed in the Company's 2016 annual financial report for the financial year ended 30 June 2016 except the following.

During the half year, 5,000,000 CDI were issued to Rare Minerals Plc ("REM") to raise $2.6 million via a placement at an issue price of $0.52 per CDI. REM is the Company's largest shareholder and a substantial holder with a 17.64% holding in the Company. Mr Kiran Morzaria is REM's Chief Executive Officer and is one of four directors on the Board of REM. He is also a Non-Executive Director of the Company.

1,336,557 Class B Performance shares were issued to KMP during the period, of which Mr Pavel Reichl entitled for 793,906 and Mr David Reeves entitled for 542,651 respectively. $714,107 has been attributed to the Performance Shares.

NOTE 7: CONTINGENT LIABILITIES

There has been no change in contingent liabilities since the last annual reporting date.

NOTE 8: EVENTS SUBSEQUENT TO REPORTING DATE

On 5 January 2017, Geomet entered into an agreement to purchase a land in Czech for an amount of AUD 267,916 (CZK 5,184,734).

There have been no other significant events after the reporting date.

 
                  DIRECTORS' DECLARATION 
 
            The Directors of the Company declare that: 
 
          1. The financial statements and notes set out 
                        on pages 6 to 14: 
          (a) comply with Accounting Standard AASB 134: 
         Interim Financial Reporting and the Corporations 
                          Act 2001, and 
        (b) give a true and fair view of the Consolidated 
          entity's financial position as at 31 December 
          2016 and of its performance for the half-year 
                       ended on that date. 
 
        2. In the Directors' opinion, there are reasonable 
         grounds to believe that the Company will be able 
           to pay its debts as and when they become due 
                           and payable. 
This declaration is made in accordance with a 
 resolution of the Board of Directors made pursuant 
 to section 303(5) of the Corporations Act 2001 
 and is signed for and on behalf of the Directors 
 by: 
 

Keith Coughlan

MANAGING DIRECTOR

16 March 2017

INDEPENT AUDITOR'S REVIEW REPORT

TO THE MEMBERS OF

EUROPEAN METALS HOLDINGS LIMITED

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of European Metals Holdings Limited, which comprises the consolidated statement of financial position as at 31 December 2016, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the half-year ended on that date, condensed notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration for European Metals Holdings Limited (the consolidated entity). The consolidated entity comprises both European Metals Holdings Limited (the Company) and the entities it controlled during the half year.

Directors' Responsibility for the Half-Year Financial Report

The directors of European Metals Holdings Limited are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity's financial position as at 31 December 2016 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of European Metals Holdings Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Whilst we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls.

Our review did not involve an analysis of the prudence of business decisions made by the directors or management.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, has been provided to the directors of European Metals Holdings Limited on 16 March 2017.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of European Metals Holdings Limited is not in accordance with the Corporations Act 2001 including:

(a) giving a true and fair view of the consolidated entity's financial position as at 31 December 2016 and of its performance for the half-year ended on that date; and

(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001.

STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD

(Trading as Stantons International)

(An Authorised Audit Company)

Samir R Tirodkar

Director

West Perth, Western Australia

16 March 2017

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR GLGDXCDBBGRL

(END) Dow Jones Newswires

March 16, 2017 03:00 ET (07:00 GMT)

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