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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Karelian Diamond Resources Plc | LSE:KDR | London | Ordinary Share | IE00BD09HK61 | ORD EUR0.00025 (CDI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.20 | 7.27% | 2.95 | 2.70 | 3.20 | 2.95 | 2.75 | 2.75 | 728,786 | 12:42:23 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Misc Nonmtl Minrls, Ex Fuels | 10k | -291k | 0.0000 | N/A | 215.39M |
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TIDMKDR
29 November 2017
Karelian Diamond Resources Plc
("KDR" or the "Company")
Final results for the year ended 31 May 2017, capital reorganisation and notice
of annual general meeting
A Year of Great Success in the Field
Karelian (AIM: KDR, ESM: KDRI), the diamond exploration company focused on
Finland, announces its results for the year ended 31 May 2017. The year was
one of great success in the exploration field, including the discovery of a
diamond in till in the Kuhmo region of Finland.
Highlights:
· Rare diamond discovery in till sample from Kuhmo region
· Kimberlite body discovered at Riihivaara
· Preliminary Economic Assessment for Lahtojoki Diamond Deposit
o Non JORC estimate of 2,225,000 carats indicated, recovery of 95%
estimated
· Lahtojoki Diamond mining permit and data transferred to Karelian
· Additional diamond resource potential in the Lahtojki area adds to
financial attractiveness
In addition, the Company announces a proposed capital reorganisation, further
details of which are set out in below.
The annual general meeting will be held at the Conrad Dublin, Earlsfort
Terrace, Dublin 2 on Thursday 21 December 2017 at 12 noon.
Professor Richard Conroy, Chairman, stated:
"As a matter of priority your Company is now engaged in an exploration
programme to discover the source of the diamond. We have a combined diamond
exploration and development programme in place as we look to develop the
Lahtojoki diamond deposit, which has the potential to become the first diamond
mine in Europe (outside Russia), improve our knowledge of the Riihivaara pipe
and to identify the source of the diamond."
Further Information:
Professor Richard Conroy, Chairman, Karelian Diamond Tel: +353-1-4796180
Resources plc
Virginia Bull / Nick Harriss/ James Thomas, Allenby Tel: +44-20-33285656
Capital Limited (Nomad)
Jon Belliss / Elliot Hance, Beaufort Securities Plc Tel:
(Broker) +44-20-7382-8300
Michael Padley, Lothbury Financial Services Limited Tel:
+44-20-3290-0707
Don Hall, Hall Communications Tel: +353-1-660-9377
http://www.kareliandiamondresources.com
Chairman's Statement
I have pleasure in presenting your Company's annual report and financial
statements for the financial year ended 31 May 2017.
The year was one of great success in the exploration field with the discovery
of a diamond in till in the Kuhmo region of Finland.
Introduction
Your Company's diamond exploration and development programmes are located in
the Karelian Craton in Finland. The diamond prospectivity of this Craton, which
lies across Northern Finland and Russia, has been demonstrated by the discovery
and development of the world class Lomonosova and Grib Pipe diamond deposits in
the Russian sector of the Craton. Your Company's objective is to discover, or
acquire, and develop diamond deposits in the Finnish sector of the Craton.
Diamond Discovery
The outstanding event of the year was the discovery of a diamond in a till
sample taken in the Kuhmo region in Finland. The diamond is a sparkling clear
crystal, greenish in colour and 0.8mm in diameter, forming a 12-sided, curved
and twinned dodecahedron.
The discovery of a diamond in a till exploration sample is an extremely rare
event. The long established international diamond laboratory ODM, which
processed the sample and which has processed more than 50,000 explorations till
samples worldwide, including those involved in the major Canadian diamond
discoveries at Slave Lake, has recovered less than 10 naturally occurring
diamonds during the entire period of diamond discoveries in Canada from early
1990s.
As a matter of priority your Company is now engaged in an exploration programme
to discover the source of this diamond. The programme includes airborne and
ground geophysics and an extensive pitting programme up-ice from the site of
the discovery.
Lahtojoki
Your Company has acquired a mining concession over the Lahtojoki diamond
deposit in the Kaavi region of Finland, and the Company has received a
Preliminary Economic Assessment ("PEA") on the deposit. Analysis of combined
microdiamond and mini-bulk sample data suggests a +1mm recoverable grade of 40
Carats Per Hundred Tonnes ("cpht") and indicates the presence of a high
percentage of gem quality stones within the diamonds that have been recovered
to date.
Previous drilling indicates 5,603,584 tonnes are present to a depth of 160
metres below surface. For the purposes of the PEA US$100/carat was used in the
economic evaluation and mine design.
A total resource (Non Joint Ore Reserve Committee) estimate of 2,225,000 carats
was indicated in the study. Plant recovery of diamonds was estimated at 95%
(2.11 million carats recoverable).
The Lahtojoki diamond ore body was acquired from A & G Mining Oy ("AGM"), a
private Finnish company. The ore body is situated in the Kuopio - Kaavi region
in Finland. The location is highly favourable for development with excellent
infrastructure including good road access and power distribution and local
technical and logistics availability. The Lahtojoki diamond ore body has, we
believe, the potential to become a profitable open pit diamond mine and your
Company has received a Mining Concession for its development from the Finnish
Safety and Chemical Agency ("TUKES").
Under the terms of the acquisition a royalty of 1% is payable to AGM either in
diamonds or cash on cumulative diamond production above 2.5 million carats in
addition to a purchase price of EUR150,000 (comprising an initial purchase price
of EUR50,000 plus a further EUR100,000 after 24 months unless Karelian decides not
to develop the project).
Finland is recognised by the prestigious Fraser Institute as one of the most
attractive jurisdictions in the world for mining investment and the mine, if
developed, would be the first diamond mine in Europe (outside Russia).
Diamond exploration around Lahtojoki
Exploration in the vicinity of the Lahtojoki diamond deposit has identified
kimberlite boulder fragments. The location of these fragments does not coincide
with either of the known ice flow directions from the Lahtojoki deposit in the
area, also kimberlite is classified as cohesive (hypabyssal) kimberlite, which
is an extremely rare kimberlite facies in the Lahtojoki Kimberlite pipe. Your
Company is undertaking an exploration programme in this area to determine the
source of these boulders.
The presence of additional diamond resource potential in the area adjacent to
Lahtojoki would, if confirmed, further add to the financial and technical
attractiveness of the Lahtojoki diamond deposit.
Riihivaarä
In addition Karelian Diamonds has discovered a kimberlite body, the first to be
discovered in Finland in over 10 years. The discovery was made at Riihivaarä,
also in the Kuhmo region. The discovery was made through a combination of till
sampling and ground geophysics. The kimberlite body has been intersected by
five trenches, is interpreted to be a dyke and is open along strike and at
depth.
Kimberlite indicator minerals from Riihivaarä have been analysed using MLA
screening followed by laser ablation ICP-MS analysis of trace-elements for
grains of higher interest. The results showed that the geotherm is prospective
for diamonds and the kimberlite has been sampled to a model depth of greater
than 2000km, well into the diamond stability field. The kimberlite is therefore
likely to be diamondiferous.
Agreement with Rio Tinto
Your Company has a Confidentiality Agreement (with Back in Rights) with Rio
Tinto Mining and Exploration Limited ("Rio Tinto"). I am delighted that this
agreement with Rio Tinto has been extended to 2020.
Under the agreement, Rio Tinto discloses to your Company confidential
information and physical geological samples relating to exploration in Finland
for the purpose of your Company considering that information in relation to its
potential and existing exploration programmes in Finland.
In consideration of Rio Tinto disclosing the confidential information to it,
your Company has agreed that Rio Tinto will have the option to earn a 51 per
cent interest in any project identified by your Company in Finland by Rio Tinto
paying the direct cash expenditures incurred in developing the project.
Finance
The loss after taxation for the financial year ended 31 May 2017 was EUR410,814
(2016: EUR258,734) and the net assets as at 31 May 2017 were EUR9,456,035 (2016: EUR
8,470,973).
On 21 December 2016, your Company raised GBP425,000 (EUR505,000) before expenses
through the issue of 94,444,444 ordinary shares at 0.45p sterling for each
ordinary share, together with 47,222,222 warrants at an exercise price of 0.8p
sterling per warrant, exercisable until 29 December 2018.
On 12 April 2017, your Company raised GBP775,000 (EUR914,500) before expenses
through the issue of 172,222,220 ordinary shares at 0.45p sterling for each
ordinary share together, with 79,629,631 warrants at an exercise price of 0.8p
sterling per warrant, exercisable until 28 April 2019.
Following a capital reorganisation pursuant to the Annual General Meeting
becoming effective, the issued share capital as of 9 December 2016 comprised
317,785,034 ordinary shares and 317,785,034 deferred shares (detailed in Note
12).
Share consolidation
The ordinary shares have recently traded in a range at a fraction of a cent.
Shareholders will be asked at the Annual General Meeting to approve the
consolidation of the Company's shares which will reduce the number of shares in
issue and, the Board of Directors expect, result in a share price more
appropriate for your Company and more attractive to a greater number of
investors. The effect of the consolidation is to reduce the number of ordinary
shares in issue by a multiple of approximately 25 and, accordingly, assuming
normal market conditions, to increase the price at which the new ordinary
shares will trade to approximately 25 times the value at which the existing
ordinary shares currently trade.
Subject to approval by the shareholders at the Annual General Meeting, the
Directors propose that the issued and unissued ordinary shares will be
consolidated into new ordinary shares ("Consolidated Shares") of EUR0.00025 each.
Immediately following the proposed consolidation, each existing shareholder
will hold 1 new ordinary share in place of each 25 existing ordinary shares.
New certificates representing the Consolidated Shares will be issued as soon as
practicable after the record date.
Auditors
I would like to take this opportunity to thank the partners and staff of
Deloitte for their services to your Company during the course of the financial
year.
Directors and staff
I would like to express my deep appreciation of support and dedication of all
the Directors, consultants and staff, which has made possible the continued
progress and success, which your Company has achieved.
Future outlook
Your Company has continued to make excellent progress in what is now a combined
diamond exploration and development programme. We look forward to building
rapidly on this success in the coming year.
Professor Richard Conroy
Chairman
28 November 2017
Income statement for the financial year ended 31 May 2017
Note
2017 2016
EUR EUR
Continuing operations
Operating expenses 3 (410,814) (258,904)
Finance income - bank interest - 170
receivable
Loss before taxation (410,814) (258,734)
Income tax expenses 5 - -
Loss for the financial year (410,814) (258,734)
Loss per share
Basic and diluted loss per share 6 EUR(0.0011) EUR(0.0008)
The total loss for the financial year is entirely attributable to equity
holders of the Company.
Statement of comprehensive income for the financial year ended 31 May 2017
2017 2016
EUR EUR
Loss for the financial year (410,814) (258,734)
Income/expense recognised in other - -
comprehensive income
Total comprehensive expense for the (410,814) (258,734)
financial year
The total comprehensive expense for the financial year is entirely attributable
to equity holders of the Company.
Statement of financial position as at 31 May 2017
31 May 31 May
Note 2017 2016
EUR EUR
Assets
Non-current assets
Intangible assets 7 9,276,955 8,712,953
Financial assets 4 4
Total non-current assets 9,276,959 8,712,957
Current assets
Cash and cash equivalents 8 523,324 341,737
Other receivables 9 292,562 211,368
Total current assets 815,886 553,105
Total assets 10,092,845 9,266,062
Equity
Capital and reserves
Called up share capital 12 5,844 3,177,850
Called up deferred share capital 12 3,174,672 -
Share premium 12 8,201,664 6,791,581
Share based payments reserve 765,977 665,127
Retained losses (2,692,122) (2,163,585)
Total equity 9,456,035 8,470,973
Liabilities
Non-current liabilities
Trade and other payables: amounts
falling due after more than one year 10 158,008 309,589
Total non-current liabilities 158,008 309,589
Current liabilities
Trade and other payables: amounts
falling due within one year 11 478,802 485,500
Total current liabilities 478,802 485,500
Total liabilities 636,810 795,089
Total equity and liabilities 10,092,845 9,266,062
The financial statements were approved by the Board of Directors on 28 November
2017 and authorised for issue on 28 November 2017.
Statement of cash flows for the financial year ended 31 May 2017
2017 2016
EUR EUR
Cash flows from operating activities
Loss for the financial year (410,814) (258,734)
Adjustments for:
Interest income - (170)
Expense recognised in income statement in respect of 74,280 18,301
equity settled share based payments
(Decrease)/increase in creditors (6,698) 219,878
(Increase)/decrease in debtors (81,194) 190,754
Net cash (used in)/provided by operating activities (424,426) 170,029
Cash flows from investing activities
Investment in exploration and evaluation (537,432) (607,251)
Cash used in investing activities (537,432) (607,251)
Cash flows from financing activities
Issue of share capital 1,412,749 317,904
Share issue costs (117,723) (13,141)
Shareholder loan repayment (151,581) -
Interest received - 170
Net cash provided by financing activities 1,143,445 304,933
Increase/(decrease) in cash and cash equivalents 181,587 (132,289)
Cash and cash equivalents at beginning of financial 341,737 474,026
year
Cash and cash equivalents at end of financial year 523,324 341,737
The accompanying notes form an integral part of these audited financial
statements.
Statement of changes in equity for the financial year ended 31 May 2017
Share Share Share-based Retained Total equity
capital premium payment losses
reserve
EUR EUR EUR EUR EUR
Balance at 1 June 3,177,850 6,791,581 665,127 (2,163,585) 8,470,973
2016
Share issue 2,666 1,410,083 - - 1,412,749
Share issue costs - - - (117,723) (117,723)
Share-based - - 100,850 - 100,850
payments
Loss for the - - - (410,814) (410,814)
financial year
Balance at 31 May 3,180,516 8,201,664 765,977 (2,692,122) 9,456,035
2017
Balance at 1 June 2,865,350 6,786,177 570,256 (1,891,710) 8,330,073
2015
Share issue 312,500 5,404 - - 317,904
Share issue costs - - - (13,141) (13,141)
Share-based - - 94,871 - 94,871
payments
Loss for the - - - (258,734) (258,734)
financial year
Balance at 31 May 3,177,850 6,791,581 665,127 (2,163,585) 8,470,973
2016
Share capital
The share capital comprises of the nominal value share capital issued for cash
and non-cash consideration. The share capital also comprises deferred share
capital. The deferred share capital arose through the restructuring of share
capital which was approved at an Extraordinary General Meeting held on 9
December 2016. A detailed breakdown of the share capital figure is included in
Note 12.
Share premium
The share premium reserve comprises of the excess consideration received in
respect of share capital over the nominal value of shares issued.
Share based payment reserve
The share based payment reserve represents the amount expensed to the income
statement and the amount capitalised as part of intangible assets of
share-based payments granted which are not yet exercised and issued as shares.
Retained losses
This reserve represents the accumulated losses absorbed by the Company to the
statement of financial position date.
Notes to and forming part of the financial statements for the financial year
ended 31 May 2017
1 Publication of non-statutory accounts
The financial information set out in this preliminary announcement is
abbreviated from the accounts as defined in Section 1119 of the Companies Act
2014.
The financial information for the year ended 31 May 2017 have been extracted
from the Company's financial statements to that date which have received an
unqualified auditors' report but have not yet been delivered to the Registrar
of Companies.
2 Going concern
The Company incurred a loss of EUR410,814 (2016: EUR258,734) for the financial year
ended 31 May 2017. The Company had net current assets of EUR337,084 (2016: EUR
67,605) at that date.
The Directors, have confirmed that they will not seek repayment of amounts owed
to them by the Company of EUR324,013 (2016: EUR399,007) within 12 months of the
date of approval of the financial statements, unless the Company has sufficient
funds to repay.
The Company has confirmed to Conroy Gold and Natural Resources P.L.C. that it
will not seek repayment of amounts owed by Conroy Gold and Natural Resources
P.L.C. at 31 May 2017 of EUR273,800 (2016: EUR168,825) for a period of at least 12
months from the date of approval of the financial statements of Conroy Gold and
Natural Resources P.L.C., unless Conroy Gold and Natural Resources P.L.C. has
sufficient funds to repay. There is a commonality of certain Directors and
certain shareholders between the Company and Conroy Gold and Natural Resources
P.L.C.
The Board of Directors have considered carefully the financial position of the
Company and in that context, have prepared and reviewed cash flow forecasts for
the period to 30 November 2018. As set out further in the Chairman's statement,
the Company expects to incur material levels of capital expenditure in 2018,
consistent with its strategy as an exploration company. In reviewing the
proposed work programme for exploration and evaluation assets and on the basis
of the equity raised during the financial year, the results obtained from the
exploration programme and the prospects for raising additional funds as
required, the Board of Directors are satisfied that it is appropriate to
prepare the financial statements on a going concern basis.
3 Operating expenses
2017 2016
EUR EUR
(a) Analysis of operating expenses
Operating expenses 718,854 617,067
Transfer to intangible assets (308,040) (358,163)
410,814 258,904
Operating expenses are analysed as follows:
Wages, salaries and related costs 289,008 240,831
Share based payments 100,850 94,871
Auditor remuneration 12,500 12,500
Other operating expenses 316,496 268,865
718,854 617,067
Of the above costs, a total of EUR308,040 (2016: EUR358,163) is capitalised to
intangible assets based on a review of the nature and quantum of the underlying
costs.
2017 2016
EUR EUR
(b) Wages, salaries and related costs as disclosed above is analysed as
follows:
Wages and salaries 264,671 216,581
Social insurance costs 337 250
Retirement benefit costs 24,000 24,000
Other compensation costs - -
289,008 240,831
Amount of wages, salaries and related capitalised to intangible assets during
the financial year was EUR146,274 (2016: EUR197,934).
The average number of persons employed during the year (including executive
Directors) by activity was as follows:
2017 2016
Corporate management and administration 3 3
3 3
An analysis of remuneration for each Director of the Company in the current
financial year (prior to amounts transferred to intangible assets) is as
follows:
Fees Salary Share based Pension Total
EUR EUR payment EUR contributions EUR
EUR
Professor Richard 20,000 65,000 20,120 - 105,120
Conroy
Maureen T.A. Jones 10,000 50,000 12,520 15,000 87,520
James P. Jones 10,000 30,000 8,072 9,000 57,072
Louis J. Maguire 10,000 - 524 - 10,524
Séamus P. Fitzpatrick 10,000 - 524 - 10,524
Dr. Sorca Conroy 10,000 - - - 10,000
70,000 145,000 41,760 24,000 280,760
An analysis of remuneration for each Director of the Company in the prior
financial year (prior to amounts transferred to intangible assets) is as
follows:
Fees Salary Share based Pension Total
EUR EUR payment EUR contributions EUR
EUR
Professor Richard 20,000 65,000 12,460 - 97,460
Conroy
Maureen T.A. Jones 10,000 50,000 9,459 15,000 84,459
James P. Jones 10,000 30,000 5,878 9,000 54,878
Louis J. Maguire 10,000 - 524 - 10,524
Séamus P. Fitzpatrick 10,000 - 524 - 10,524
Dr. Sorca Conroy 10,000 - - - 10,000
Roger I. Chaplin 5,385 - 161 - 5,546
75,385 145,000 29,006 24,000 273,391
The total share based payment charge of EUR100,850 (2016: EUR94,871) is
accounted for as shown below:
2017 2016
EUR EUR
Share based payment charge expensed to income 74,280 18,301
statement
Share based payment charge transferred to 26,570 76,570
intangible assets
100,850 94,871
In the opinion of the Directors, approximately 63% (2016: 80%) of the
share based payment charge is directly related to exploration and evaluation
activities, and has been capitalised within intangible assets.
4 Directors' remuneration
2017 2016
EUR EUR
Aggregate emoluments paid to or receivable by 215,000 220,385
Directors in respect of qualifying services
Aggregate amount of gains by Directors on exercise
of share options during the financial year - -
Aggregate amount of money or value of other assets 41,760 29,006
including shares, but excluding share options,
paid to or receivable by the Directors under long
term incentive schemes in respect of qualifying
services
2017 2016
EUR EUR
Aggregate contributions paid, treated as paid, or
payable during the financial year to a retirement
benefit scheme in respect of qualifying services
of Directors:
· Defined contribution scheme - for 2 Directors 24,000 24,000
(2016: 2)
· Defined benefit scheme - -
2017 2016
EUR EUR
Compensation paid, or payable, or other
termination payments in respect of loss of office
to Directors of the Company in the financial year:
· Officer of Director of the Company - -
· Other offices - -
2017 2016
EUR EUR
Amounts paid or payable to past Directors of the
Company or its holding undertaking:
· For retirement benefits in relation to - -
services as Directors
· For other retirement benefits - -
2017 2016
EUR EUR
Compensation paid or payable for loss of office or
other termination benefits:
· Office of Director - -
· Other offices - -
5 Income tax expense
No taxation charge arose in the current or prior financial year due to losses
incurred.
Factors affecting the tax charge for the financial year:
The total tax charge for the financial year is different to the standard rate
of Irish corporation tax. This is due to the following:
2017 2016
EUR EUR
Loss on ordinary activities before tax (410,814) (258,734)
Irish standard tax rate 12.50% 12.50%
Tax credit at the Irish standard rate (51,352) (32,342)
Effects of:
Losses carried forward for future utilisation 51,352 32,342
Tax charge for the financial year - -
No deferred tax asset has been recognised on accumulated tax losses as it
cannot be considered probable that future taxable profit will be available
against which the deferred tax asset can be utilised.
Unutilised losses may be carried forward from the date of the origination of
the losses, but may only be offset against taxable profits earned from the same
trade.
6 Loss per share
Basic earnings per share
2017 2016
EUR EUR
Loss for the year attributable to equity (410,814) (258,734)
holder of the Company
Number of ordinary shares at start of 317,785,034 286,535,034
financial year
Number of ordinary shares issued during the 266,666,664 31,250,000
financial year
Number of ordinary shares at end of financial 584,451,698 317,785,034
year
Weighted average number of ordinary shares for
the purposes of basic earnings per share 382,564,333 287,219,281
Basic loss per ordinary share (EUR0.0011) (EUR0.0008)
Diluted earnings per share
The effect of share options and warrants is anti-dilutive.
7 Intangible assets
Exploration and evaluation assets
Cost 2017 2016
EUR EUR
At 1 June 8,712,953 8,029,132
Expenditure during the financial year
· Licence and appraisal costs 255,962 325,658
· Other operating expenses (Note 3) 281,470 281,413
· Equity settled share based payments 26,570 76,750
(Note 3)
At 31 May 9,276,955 8,712,953
Exploration and evaluation assets relate to expenditure incurred in the
development of mineral exploration opportunities. These assets are carried at
historical cost and have been assessed for impairment in particular with regard
to the requirements of IFRS 6: Exploration for and Evaluation of Mineral
Resources relating to remaining licence or claim terms, likelihood of renewal,
likelihood of further expenditure, possible discontinuation of activities as a
result of specific claims and available data which may suggest that the
recoverable value of an exploration and evaluation asset is less than its
carrying amount.
The Board of Directors have considered the proposed work programmes for the
underlying mineral reserves. They are satisfied that there are no indications
of impairment.
The Board of Directors note that the realisation of the intangible assets is
dependent on further successful development and ultimate production of the
mineral reserves and the availability of sufficient finance to bring the
resources to economic maturity and profitability.
8 Cash and cash equivalents
31 May 31 May
2017 2016
EUR EUR
Cash held in bank accounts 523,324 341,737
523,324 341,737
The cash held in bank accounts is held solely with AIB, in both sterling and EUR
bank accounts (2016: solely with AIB).
9 Other receivables
31 May 31 May
2017 2016
EUR EUR
Amount due from related party 273,800 168,825
Vat receivable 18,762 39,833
Other debtors - 2,710
292,562 211,368
The Company has confirmed to Conroy Gold and Natural Resources P.L.C. that it
will not seek repayment of amounts owed by Conroy Gold and Natural Resources
P.L.C. at 31 May 2017 of EUR273,800 (2016: EUR168,825) for a period of at least 12
months from the date of approval of the financial statements of Conroy Gold and
Natural Resources P.L.C., unless Conroy Gold and Natural Resources P.L.C. has
sufficient funds to repay. There is a commonality of certain Directors and
certain shareholders between the Company and Conroy Gold and Natural Resources
P.L.C.
10 Trade and other payables: amounts falling due after more than one year
Shareholder loan
31 May 31 May
2017 2016
EUR EUR
Opening balance 1 June 309,589 309,589
Loan repayment (151,581) -
Closing balance 31 May 158,008 309,589
Prior to the various placings of shares, the immediate funding requirements of
the Company had been financed by advances from Professor Richard Conroy
(executive chairman and major shareholder). This loan is interest free and is
repayable on demand. Professor Richard Conroy has undertaken to not seek
repayment of this amount within 12 months of the date of approval of the
financial statements, unless the Company has sufficient funds to repay.
11 Trade and other payables: amounts falling due within one year
31 May 31 May
2017 2016
EUR EUR
Accrued Directors' remuneration
Fees and other emoluments 96,013 195,007
Pension contributions 228,000 204,000
Other accruals 154,789 86,493
478,802 485,500
It is the Company's practice to agree terms of transactions, including payment
terms with suppliers. It is the Company's policy that payment is made according
to the agreed terms. The carrying value of the trade and other payables
approximates to their fair value.
12 Called up share capital and share premium
31 May 31 May
Authorised: 2017 2016
EUR EUR
182,532,751,034 ordinary shares of EUR 1,825,328 -
0.00001 each*
317,785,034 deferred shares of EUR 3,174,672 -
0.00999 each*
500,000,000 ordinary shares of EUR0.01 - 5,000,000
each
5,000,000 5,000,000
*Capital reorganisation:
Following approval at the Annual General Meeting held on 9 December 2016, the
Company reorganised its share capital by subdividing and reclassifying each
issued ordinary share of EUR0.01 as one ordinary share of EUR0.00001 each and one
deferred share of EUR0.00999 each.
The Deferred Shares have no right to vote, attend or speak at general meetings
of the Company and will have no right to receive any dividend or other
distribution and will have only limited rights to participate in any return of
capital on a winding-up or liquidation of the Company, which will be of no
material value. No application was made to the London Stock Exchange or the
Irish Stock Exchange for admission of the Deferred Shares to trading on AIM or
the ESM.
On 6 November 2017, the Company cancelled the admission of its ordinary shares
to trade on the ESM of the Irish Stock Exchange. This cancellation occurred on
6 November 2017.
Issued and fully paid - Current financial year
Number of Called up Called up
ordinary shares share capital deferred share Share premium
EUR capital EUR
EUR
Start of current
financial year 317,785,034 3,177,850 - 6,791,581
Reclassified 317,785,034 3,178 3,174,672 6,791,581
Share issue (b) 94,444,444 944 - 498,307
Share issue (c) 172,222,220 1,722 - 911,776
End of current
financial year 584,451,698 5,844 3,174,672 8,201,664
Issued and fully paid - Prior financial year
Number of Called up Called up
ordinary shares share capital deferred share Share premium
EUR capital EUR
EUR
Start of previous
financial year 286,535,034 2,865,350 - 6,786,177
Share issue (a) 31,250,000 312,500 - 5,404
End of previous
financial year 317,785,034 3,177,850 - 6,791,581
(a) On 16 May 2016, 31,250,000 ordinary shares of EUR0.01 were issued each at
0.8p sterling (EUR0.010173) per ordinary share resulting in a premium of EUR
0.000173 per share. Further, on 16 May 2016, 31,500,000 warrants at an exercise
price of 1.6p sterling per warrant were issued. The warrants can be exercised
at any time up to 24 May 2018. The warrants also contain a mandatory exercise
clause if the closing price of the ordinary shares remains at 5p sterling or
higher for 10 or more consecutive business days.
(b) On 21 December 2016, 94,444,444 ordinary shares of EUR0.00001 were issued,
each at 0.45p sterling (EUR0.00534188) per ordinary share resulting in a premium
of EUR0.00533188 per share. Further, on 21 December 2016, 47,222,222 warrants at
an exercise price of 0.8p sterling per warrant were issued. The warrants can be
exercised at any time up to 29 December 2018.
(c) On 12 April 2017, 172,222,220 ordinary shares of EUR0.00001 were issued,
each at 0.45p sterling (EUR0.00527364) per ordinary share resulting in a
premium of EUR0.00526364 per share. Further, on 12 April 2017, 79,629,631
warrants at an exercise price of 0.8p sterling per warrant were issued. The
warrants can be exercised at any time up to 28 April 2019.
(d) At 31 May 2017 and 31 May 2016, warrants over 12,852,677 ordinary shares
exercisable at 10p sterling at any time up to 16 November 2022 were also
outstanding.
(e) At 31 May 2017, 800,000 (2016: 1,000,000) options were outstanding,
exercisable at EUR0.0761 (2016: exercisable prices ranged from EUR0.0761 to EUR
0.0975) and will expire on 14 January 2018.
(f) The ordinary share price at 31 May 2017 was 0.53525p sterling (after
capital reorganisation) (2016:1.0000p sterling). During the financial year the
ordinary share price ranged from 0.42013p sterling to 1.02500p sterling (2016:
0.52500p sterling to 1.2000p sterling).
13 Related party transactions
(a) Details of a shareholder loan advanced by Professor Richard Conroy are
outlined in Note 10. Professor Richard Conroy has undertaken to not seek
repayment of this amount within 12 months of the date of approval of the
financial statements, unless the Company has sufficient funds to repay
(b) The Company shares accommodation with Conroy Gold and Natural Resources
P.L.C. which has certain common Directors and shareholders. For the financial
year ended 31 May 2017, Conroy Gold and Natural Resources P.L.C. incurred costs
totalling EUR278,810 (2016: EUR245,733) on behalf of the Company. These costs were
recharged to the Company by Conroy Gold and Natural Resources P.L.C.
2017 2016
EUR EUR
Exploration costs 87,493 118,964
Other operating expenses 47,196 46,958
Office salaries 46,343 6,344
Travel and subsistence 41,313 16,776
Rent and rates 31,793 34,876
Legal and professional 24,672 21,815
278,810 245,733
(c) At 31 May 2017, Conroy Gold and Natural Resources P.L.C. owed EUR273,800
(2016: EUR168,825) to the Company. Amounts owed from to Conroy Gold and Natural
Resources P.L.C. are included within other receivables in the current and
previous financial years. The Company has confirmed to Conroy Gold and Natural
Resources P.L.C. that it will not seek the repayment of the amounts owed by
Conroy Gold and Natural Resources P.L.C. at 31 May 2017 for a period of at
least 12 months from the date of approval of the financial statements of Conroy
Gold and Natural Resources P.L.C. unless Conroy Gold and Natural Resources
P.L.C. has sufficient funds to repay. There is a commonality of certain
directors and certain shareholders between the Company and Conroy Gold and
Natural Resources P.L.C.
(d) At 31 May 2017, Maureen Jones T.A. was owed EUR80 (2016: EUR80) by the
Company.
(e) Details of key management compensation which comprises Directors
remuneration are detailed in Note 3 to the financial statements.
(f) Details of share capital transactions with the Directors are disclosed in
the Directors Report.
(g) Apart from Directors remuneration (detailed in Note 3 and Note 4), a loan
from a shareholder (who is also a Director which is detailed in Note 10), and
share capital transactions (which are detailed within the Directors Report),
there here have been no contracts or arrangements entered into during the
financial year in which a Director of the Company had a material interest.
14 Dividends
No dividends were paid or are proposed in respect of the year ended 31 May
2017.
15 Copies of Accounts
A copy of the annual report and financial statements will be available on the
Company's website www.kareliandiamondresources.com and will be available from
the Company's registered office, 3300 Lake Drive, Citywest Business Campus,
Dublin 24, D24 TD21, Ireland. It will also be forwarded to shareholders who
requested a hard copy. Notice of the Annual General Meeting to be held on 21
December 2017 and Proxy Form were sent to shareholders on 28 November 2017 and
are also available on the website.
Further details of the capital reorganisation:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication and posting to Shareholders of the annual 28 November 2017
report and accounts
Latest time and date for receipt of Forms of Proxy 12 noon on 19 December
2017
Annual General Meeting 12 noon on 21 December
2017
Latest time and date for dealings in existing ordinary 4.30pm on 21 December
shares 2017
Record date 6.00pm on 21 December
2017
Admission effective and commencement of dealings in the 8.00am on 22 December
new ordinary shares 2017
CREST accounts credited with the new ordinary shares in 22 December 2017
uncertificated form
Despatch of definitive certificates for new ordinary On or around 5 January
shares (in certificated form) 2018
Notes:
(1) References to times in this document are to London time (unless otherwise
stated).
(2) The dates set out in the timetable above may be subject to change.
(3) If any of the above times or dates should change, the revised times and/or
dates will be notified by an announcement to a regulatory information service.
STATISTICS RELATING TO THE CAPITAL REORGANISATION
Existing ordinary shares in issue at the date 584,451,698
of this announcement
Conversion ratio of existing ordinary Shares to 25 existing ordinary shares: one
Consolidated Shares Consolidated Share
Total expected number of new ordinary shares in 23,378,067
issue following the Capital Reorganisation
ISIN code for the new ordinary shares IE00BD09HK61
SEDOL for the new ordinary shares BD09HK6
END
(END) Dow Jones Newswires
November 29, 2017 02:00 ET (07:00 GMT)
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