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LIFE Rize Enviro Etf

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Life Science Developments Limited Final Results (7196C)

30/06/2016 7:00am

UK Regulatory


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TIDMLIFE

RNS Number : 7196C

Life Science Developments Limited

30 June 2016

For immediate release 7.00am 30 June 2016

Life Science Developments Limited

("LIFE" or "the Group")

Annual Report and Financial Statements for the year ended 31 December 2015

Life Science Developments Limited, the biotechnology and life sciences group, today announces its audited results and the publication of its 2015 Report and Accounts ("Accounts") for the year ended 31 December 2015, extracts from which are set out below.

The Accounts are being posted to shareholders and will be available on the Group's website www.lifesciencedevelopments.com.

Financial and operational highlights

-- On 10 February 2015, the Company relinquished its interest in the Basay Project on Negros Island in the Philippines by selling for a nominal price its 70% holding in Basay Copper Limited, a BVI company, to Solfotara Mining Holdings (BVI) Limited, its joint venture partner in that company.

The joint venture agreement with Solfotara Mining Holdings (BVI) Limited required the Company relinquish a 45% interest in Basay on 8 April 2015 if a pre-feasibility study on the project had not been completed. By relinquishing the full 70% holding, the Company has no further costs in maintaining the Basay property on a care and maintenance basis or any future liability that could arise therefrom.

-- Following the General Meeting held on the 5 October 2015 the Company completed the sale of its interest in the Hinoba-an Copper Project in the Philippines for a consideration of US$500,000. Together with the earlier release of the Basay Project, the Hinoba-an disposal constituted a fundamental change of business, and the Company's assets are now principally its cash and loan receivable balances of US$1.325 million.

At the same meeting the Company received approval to change its name to Life Science Developments Limited and adopt a new investment policy that involves seeking to invest in or acquire companies within the biotechnology, life sciences and related sectors and the appointment of Jim Mellon to the Board as a non-executive Director. As a result of the above changes to the Company, a new corporate website was created as follows: http://lifesciencedevelopments.com/.

-- The Company recognised an unrealised loss on investment in Crazy Horse Resources Inc. of US$14,208 during the year. The total market value of this investment therefore decreased from US$32,208 to US$18,000.

-- All existing options and warrants expired during the year and there were no new options or warrants issued.

-- Cash reserves decreased during the year due to operational costs which purely relate to the care and maintenance cost of the two Philippine projects up to the date of disposal as well as corporate salary and administration costs, all of which have been cut down to a bare minimum.

-- Total number of shares in issue as at 31 December 2015 was 37,501,033. No new shares were issued during the year.

   --    Loss per share at 31 December 2015 is 14.56 cents (31 December 2014: 42.20 cents). 

-Ends-

For further information:

   Life Science Developments       Tel:     01624 639396 

Mitch Alland - Chairman / Denham Eke - CFO

   Beaumont Cornish Limited   Tel: 020 7628 3396 

Roland Cornish/James Biddle

Chairman's statement

Dear Shareholders,

In 2015 the Company exited the copper sector because our cash resources, even under our minimum expense care and maintenance regime, were only enough to last two or three years. That was unlikely to be long enough to assure a more attractive sale of our copper project in the light of the continued poor market prospects for copper. Accordingly, in October we sold our interest in the Hinoba-an Copper Project in the Philippines, following our February release of the Basay Project. In contrast to the prospects for copper, we believe the opportunities in the life science sector will offer prospects for maximizing value for our shareholders.

The General Meeting of 5 October 2015 approved the Hinoba-an sale and adopted a new investment policy that involves seeking to invest in or to acquire companies within the biotechnology, life sciences and related sectors. The shareholders also approved changing the name of the Company from Copper Development Corporation to Life Science Developments Ltd. The Company appointed Jim Mellon to the Board as a non-executive director to provide guidance on our new path of biotech investments. Jim has not only been highly successful in pioneering ventures in biotech and life sciences, but is also well known as a knowledgeable and effective entrepreneur and as an author of widely read books on investment.

We are currently working together with Jim Mellon to consider various options for investment in the life sciences sector. We anticipate that the Company's cash and loan receivable balance of US$1.325 million will provide the necessary working capital for day-to-day business and for the due diligence in connection with any investments and / or acquisitions currently being considered, in accordance with the new investment policy.

Mitchell Alland

Executive Chairman

29 June 2016

Directors' report

The Directors present their annual report and the consolidated financial statements for Life Science Developments Limited (the Company) for the year ended 31 December 2015.

Principal activity

The Group was initially formed to engage in the exploration, development, mining and processing of minerals, petroleum and other mineral oils. At a General Meeting held on the 5 October 2015 a resolution was passed to dispose of the Company's remaining mining interests and to change its name to Life Science Developments Limited. The Company has subsequently adopted a new investment policy that involves seeking to invest in or acquire companies within the biotechnology, life sciences and related sectors.

Results and transfers to reserves

The results and transfers to reserves for the year are set out in the financial statements.

The Group made a total comprehensive loss attributable to equity shareholders for the year after taxation of US$5,357,510 (2014: US$15,831,321).

Dividend

The Directors do not propose the payment of a dividend for the year (2014: US$nil).

Directors

The Directors who served during the year and to date are:

 
                     Appointed 
 Denham Eke 
 Mitchell Alland 
 James Mellon        5 October 
                          2015 
 

By order of the Board

Denham Eke

Secretary Craigmuir Chambers

Road Town

29 June 2016 Tortola

British Virgin Islands

Statement of Directors' responsibilities in respect of the Directors' report and the financial statements

The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. In addition, the Directors have elected to prepare the Consolidated financial statements in accordance with International Financial Reporting Standards, as adopted by the EU.

The financial statements are required to give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that year.

In preparing these financial statements, the Directors are required to:

   --    select suitable accounting policies and then apply them consistently; 
   --    make judgements and estimates that are reasonable and prudent; 

-- state whether applicable International Financial Reporting Standards, as adopted by the EU, have been followed, subject to any material departures disclosed and explained in the financial statements; and

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Group and to allow for the preparation of financial statements. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation governing the preparation and dissemination of financial statements may differ from one jurisdiction to another.

Report of the Independent Auditors, KPMG Audit LLC, to the members of

Life Science Developments Limited

We have audited the financial statements of Life Science Developments Limited (the Company) for the year ended 31 December 2015 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs), as adopted by the EU.

This report is made solely to the Company's members, as a body. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Directors and Auditor

As explained more fully in the Directors' Responsibilities Statement, the Directors are responsible for the preparation of financial statements that give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Director's report, Chairman's Statement and financial and operational highlights and consolidated financial statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on the financial statements

In our opinion the financial statements:

-- give a true and fair view of the state of the Group's affairs as at 31 December 2015 and of its loss for the year then ended; and

   --    have been properly prepared in accordance with IFRSs, as adopted by the EU. 

KPMG Audit LLC

Chartered Accountants

Heritage Court

41 Athol Street

Douglas

Isle of Man IM99 1HN

29 June 2016

Consolidated statement of comprehensive income

for the year ended 31 December 2015

 
                                     Notes                              Restated 
                                                                       (see Note 
                                                                              6) 
                                                   Year ended         Year ended 
                                                  31 December        31 December 
                                                         2015               2014 
                                                          US$                US$ 
 Continuing operations 
 Unrealised loss 
  on investment                         12           (14,208)          (108,605) 
 
 Operating expenses 
 Directors' fees                      4,17          (163,058)          (179,294) 
 Consultants' fees                                    (9,000)            (9,000) 
 Salaries and wages                                   (3,655)            (4,209) 
 Other professional 
  fees                                              (230,287)          (271,734) 
 Travel and entertainment                               (182)              (105) 
 Administration 
  expenses                                          (115,720)          (122,378) 
 Share option charge                    15                  -            (3,918) 
 Foreign exchange 
  losses                                             (44,090)           (57,185) 
 Deed payments                           6                  -            (6,887) 
                                             ----------------   ---------------- 
 Loss before finance 
  income                                 4          (580,200)          (763,315) 
 
 Finance income                                        38,798             42,585 
                                             ----------------   ---------------- 
 Loss before income 
  tax                                               (541,402)          (720,730) 
 
 Income tax expense                      5                  -                  - 
                                             ----------------   ---------------- 
 Loss from continuing 
  operations                                        (541,402)          (720,730) 
 
 Discontinued operations 
 Loss from discontinued 
  operations                             6        (4,920,489)       (16,171,039) 
                                             ----------------   ---------------- 
 Loss for the year                                (5,461,891)       (16,891,769) 
 
 Other comprehensive 
  income/(loss) - 
  foreign currency 
  translation reserve                                 104,381               (26) 
                                             ----------------   ---------------- 
 Total comprehensive loss 
  for the year                                    (5,357,510)       (16,891,795) 
 
 Loss attributable 
  to: 
 Non-controlling 
  interests                                                 -        (1,066,352) 
 Equity shareholders                              (5,461,891)       (15,825,417) 
                                             ----------------   ---------------- 
                                                  (5,461,891)       (16,891,769) 
 
 Total comprehensive loss 
  attributable to: 
 Non-controlling 
  interests                                                 -        (1,060,474) 
 Equity shareholders                              (5,357,510)       (15,831,321) 
                                             ----------------   ---------------- 
                                                  (5,357,510)       (16,891,795) 
 
 
 Basic and diluted loss 
  per share - all operations            19           (0.1456)           (0.4220) 
 Basic and diluted loss 
  per share - continuing 
  operations                            19           (0.0144)           (0.0192) 
 
 

Consolidated statement of financial position

as at 31 December 2015

 
                                  Notes               At               At 
                                             31 December      31 December 
                                                    2015             2014 
                                                     US$              US$ 
 Assets 
 Investment in Crazy 
  Horse Resources                    12           18,000           32,208 
                                          --------------   -------------- 
 Total non-current assets                         18,000           32,208 
                                          --------------   -------------- 
 Current assets 
 Cash and cash equivalents                       584,816          586,786 
 Loan receivable                     11          740,105          776,600 
 Trade and other receivables          9           43,552          111,686 
                                          --------------   -------------- 
 Total current assets                          1,368,473        1,475,072 
                                          --------------   -------------- 
 Total assets                                  1,386,473        1,507,280 
 
 Equity 
 Share premium                       13       62,147,849       62,147,849 
 Share option reserves               15                -        1,294,823 
 Warrants                            14                -        1,195,694 
 Foreign currency translation 
  reserve                                              -        (104,381) 
 Retained deficit                           (60,805,883)     (57,834,509) 
                                          --------------   -------------- 
 Shareholders' equity                          1,341,966        6,699,476 
 
   Non-controlling interest                            -      (5,241,395) 
                                          --------------   -------------- 
 Total equity                                  1,341,966        1,458,081 
                                          --------------   -------------- 
 Non-current liabilities 
 Deferred tax liability               5                -               44 
                                          --------------   -------------- 
 Total non-current liabilities                         -               44 
                                          --------------   -------------- 
 Current liabilities 
 Trade and other payables            10           44,507           49,155 
                                          --------------   -------------- 
 Total liabilities                                44,507           49,199 
                                          --------------   -------------- 
 Total equity and liabilities                  1,386,473        1,507,280 
 
 

These financial statements were approved by the Board of Directors on 29 June 2016 and were signed on their behalf by:

Mitchell Alland Denham Eke

Director Director

Consolidated statement of changes in equity

for the year ended 31 December 2015

 
 
 
 
                                                                              Foreign                          Total 
                                                                             currency                   attributable            Non 
                       Notes         Share                       Share       exchange        Retained             to   -controlling 
                                   premium      Warrants       options       reserves         deficit   shareholders       interest         Total 
                                       US$           US$           US$            US$             US$            US$            US$           US$ 
 
    Balance at 1 
     January 
     2015                       62,147,849     1,195,694     1,294,823      (104,381)    (57,834,509)      6,699,476    (5,241,395)     1,458,081 
 
    Total 
    comprehensive 
    loss for the 
    year 
    Loss for the 
     year                                -             -             -              -     (5,461,891)    (5,461,891)              -   (5,461,891) 
 
    Other 
     comprehensive 
     income for the 
     year                                -             -             -        104,381               -        104,381              -       104,381 
 
    Transactions 
    with 
    owners of the 
    Company 
    Share options 
     / warrants 
     expired            15               -  (1,195,694)    (1,294,823)              -       2,490,517              -              -             - 
 
    Changes in 
    ownership 
    interest 
    Disposal of 
     subsidiary 
     with 
     non-controlling 
     interest                            -             -             -              -               -              -      5,241,395     5,241,395 
 
                              ------------  ------------  ------------   ------------  --------------   ------------   ------------  ------------ 
    Balance at 31 
     December 2015              62,147,849             -             -              -    (60,805,883)      1,341,966              -     1,341,966 
 
 
 
 
                                                                              Foreign                          Total 
                                                                             currency                   attributable            Non 
                                     Share                       Share       exchange        Retained             to   -controlling 
                                   premium      Warrants       options       reserves         deficit   shareholders       interest         Total 
                                       US$           US$           US$            US$             US$            US$            US$           US$ 
 
    Balance at 1 
     January 
     2014                       62,147,849     1,195,694     1,290,905       (98,477)    (42,009,092)     22,526,879    (4,180,921)    18,345,958 
 
    Total 
    comprehensive 
    loss for the 
    year 
    Loss for the 
     year                                -             -             -              -    (15,825,417)   (15,825,417)    (1,066,352)  (16,891,769) 
 
    Other 
     comprehensive 
     loss for the 
     year                                -             -             -        (5,904)               -        (5,904)          5,878          (26) 
 
    Transactions 
    with 
    owners of the 
    Company 
    Share options 
     charge             15               -             -         3,918              -               -          3,918              -         3,918 
 
                              ------------  ------------  ------------   ------------  --------------   ------------   ------------  ------------ 
    Balance at 31 
     December 2014              62,147,849     1,195,694     1,294,823      (104,381)    (57,834,509)      6,699,476    (5,241,395)     1,458,081 
 
 

Consolidated statement of cash flows

for the year ended 31 December 2015

 
                                                    Year ended       Year ended 
                                                   31 December      31 December 
                                    Notes                 2015             2014 
                                                           US$              US$ 
 Cash flows from operating 
  activities 
 Loss before income tax                            (5,461,891)     (16,891,769) 
 
 Adjusted for non-cash 
  and non-operating items: 
 Share option charge                   15                    -            3,918 
 Unrealised loss on investment         12               14,208          108,605 
 Impairment losses                     20                    -       16,072,099 
 Loss on sale of discontinued 
  operations                            6            4,920,489                - 
  Finance income                                      (38,798)         (42,585) 
                                                --------------   -------------- 
                                                     (565,992)        (749,732) 
 
 Change in trade and other 
  receivables                                         (11,736)           49,655 
 Change in trade and other 
  payables                                                 465         (48,472) 
                                                --------------   -------------- 
 Net cash used in operating 
  activities                                         (577,263)        (748,549) 
 
 Cash flows from investing 
  activities 
 Proceeds from the disposal 
  of Hinoba-an investment               6              500,000                - 
                                                --------------   -------------- 
                                                       500,000                - 
 
 Cash flows from financing 
  activities 
 Interest received                                      38,798           42,585 
 Unrealised foreign exchange 
  gain                                                  36,495           49,318 
                                                --------------   -------------- 
 Net cash generated from 
  financing activities                                  75,293           91,903 
 
                                                --------------   -------------- 
 Decrease in cash and cash 
  equivalents                                          (1,970)        (656,646) 
 
 Cash and cash equivalents 
  at beginning of year                                 586,786        1,243,432 
                                                --------------   -------------- 
 Cash and cash equivalents 
  at end of year                                       584,816          586,786 
 
 
 

Notes

forming part of the financial statements for the year ended 31 December 2015

   1    Reporting Entity 

Life Science Developments Limited (formerly Copper Development Corporation Limited) is a company domiciled in the British Virgin Islands. The address of the Company's registered office is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. The consolidated financial statements of the Company as at and for the year ended 31 December 2015 comprise the Company and its subsidiaries (together referred to as the Group and individually as Group entities) to 5 October 2015 following which the sale of Hinoba-an, the Group's only remaining operating asset, was completed and thereafter for the Company alone.

The Company will seek to invest in and/or acquire companies within bio-technology, life sciences and related technologies. The Company's shares are traded on the AIM market (AIM) of the London Stock Exchange (ticker code: LIFE).

   2    Basis of preparation 
   (a)   Statement of compliance 

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs), as adopted by the EU. The consolidated financial statements were authorised for issue by the Board of Directors on 29 June 2016.

   (b)   Basis of measurement 

Functional and Presentation Currency

The consolidated financial statements of the Group are presented in US Dollars (US$), which is the Group's functional currency. All financial information presented in US Dollars has been rounded to the nearest dollar.

Estimates

The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Significant estimates and assumptions include those related to recoverability of mineral properties and determination as to whether costs are expensed or deferred.

Going concern

The Company's ability to continue as a going concern is dependent upon acquiring suitable investments in the biotechnology, life science and related sectors. Although as at the period end, there is sufficient cash balances to meet current obligations, there can be no assurance the Company will be able to acquire suitable investments or raise sufficient funds as and when funds are required in order to complete its investment policy in entirety. If acquisitions are not made and such funding is not available, the Company may cease operations.

   3    Significant accounting policies 

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities.

Basis of consolidation

The consolidated financial statements incorporate the financial information of the Company and entities controlled by the Company (its subsidiaries). The results of subsidiaries acquired during the period are included in the consolidated statement of comprehensive income from the date on which control is obtained.

Business combination

Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree plus any costs directly attributable to the business combination.

The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 'Non-Current Assets Held for Sale and Discontinued Operations', which are recognised and measured at fair value less costs to sell.

Subsidiaries

Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.

Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. In assessing control, the impact of potential voting rights that currently are exercisable should be considered. All potential voting rights are taken into account, whether held by Group or by other parties. Such potential voting rights may take many forms, including call options, warrants, convertible shares and contractual arrangements to acquire shares. Only those rights that either would give the entity voting power or which would reduce another party's voting rights are considered.

Loss of control

On the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date the control is lost. Subsequently that retained interest is accounted for as an equity-accounted investee or as an available for sale financial asset depending on the level of influence retained.

Non-controlling interest

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein. The interests of non-controlling shareholders may be initially measured at fair value or at the non-controlling interests' proportionate share of the acquiree's identifiable net assets which are generally at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is adjusted for the non-controlling interests' share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Goodwill

Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. The Group measures goodwill as the excess of the sum of fair value of the consideration transferred, the recognised amount of any non-controlling interest in the acquiree and the fair value of the acquirer's previously held equity interest (if any) in the entity over the net recognised amount (generally at fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. When the excess is negative, a bargain purchase gain is recognised immediately in the consolidated statement of comprehensive income.

Subsequent to initial recognition, goodwill and intangible assets with indefinite useful lives are measured at cost, or in some cases at revalued amount less accumulated impairment charges. Goodwill and intangible assets with indefinite useful lives are not amortised, but instead are subject to impairment testing at least annually.

For the purpose of impairment testing, goodwill is allocated to each of the Group's Cash Generating Units (CGUs) expected to benefit from the synergies of the combination. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

Foreign currency transactions

Transactions in foreign currencies are translated into functional currency based on the exchange rates prevailing at the transaction dates. Foreign currency denominated monetary assets and liabilities are translated into functional currency at the exchange rate prevailing at the reporting date. Gains or losses arising from foreign currency transactions are recognized in the consolidated statement of comprehensive income.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined or if measured at historical cost are translated using the exchange rate at the date of transaction.

The assets and liabilities of foreign operations are translated to US Dollars at exchange rates at the reporting date while income and expenses are translated at exchange rates at date of transactions although if not practically available, the average rate for the period is used.

Assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale or held-for-distribution if it is highly probable that they will be recovered primarily through sale or distribution rather than continuing use.

Immediately before classification as held-for-sale or held-for-distribution, the assets, or components of a disposal Group, are remeasured in accordance with the Group's accounting policies. Thereafter, generally the assets, or disposal group, are measured at the lower of their carrying amount and fair value les cost to sell. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss. Once classified as held-for-sale or held-for-distribution, assets are no longer depreciated or amortised.

Deferred mine exploration costs

Exploration assets are initially recognised at cost and are reassessed on a regular basis and these costs are carried forward provided that at least one of the following conditions is met:

-- the period for which the entity has the right to explore in the specific area has not expired during the period or will expire in the near future, and is expected to be renewed;

-- substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is either budgeted or planned;

-- such costs are expected to be recouped in full through successful development and exploration of the area of interest or alternatively, by its sale; or

-- exploration and evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in relation to the area are continuing, or planned for the future.

Estimating Mineral Reserves and Resources

Mineral reserves and resources estimates for development projects are, to a large extent, based on the interpretation of geological data obtained from drill holes and other sampling techniques and feasibility studies which derive estimates of costs based upon anticipated tonnage and grades of ores to be mined and processed, the configuration of the ore body, expected recovery rates from the ore, estimated operating costs, estimated climatic conditions and other factors. Proven reserve estimates are attributed to future development projects only where there is a significant commitment to project funding and execution for which applicable governmental and regulatory approvals have been secured or are reasonably certain to be secured. All proven reserve estimates are subject to revision, either upward or downward, based on new information, such as from block grading and production activities or from changes in economic factors, including product prices, contracts terms or development plans.

Estimates of reserves for undeveloped or partially developed areas are subject to greater uncertainty over their future life than estimates of reserves for areas that are substantially developed and depleted. As an area goes into production, the amount of proven reserves will be subject to future revision once additional information becomes available. As those areas are further developed, new information may lead to revisions.

Recoverability of Deferred Mine Exploration Costs

Mineral property acquisition costs are capitalised until the viability of the mineral interest is determined. Expenditures for mine exploration work prior to and subsequent to drilling are deferred as incurred. These shall be written-off if the results of the exploration work are determined to be negative. If the results are positive, the deferred expenditures and the subsequent development cost shall be capitalized, to the extent that they do not exceed economically recoverable amount from mineral interests and amortized from the start of commercial operations. The Group reviews the carrying values of its deferred mine exploration costs whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts. An impairment loss is recognised when the carrying value of those assets is not recoverable and exceeds their fair value.

Mineral property expenses

Mineral property expenses are costs incurred that do not qualify for capitalization and therefore expensed as incurred. These include payments for property rights and leases such as royalties and deed payments and exploration, evaluation and project investigation expenditures incurred prior to determination that a property has economically recoverable resources.

Impairment of tangible and intangible assets excluding goodwill

At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the CGU to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time, value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (CGU) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset (CGU) is increased to the revised estimate of its recoverable amount but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (CGU) in prior years. A reversal of an impairment loss is recognised as income immediately.

Financial instruments

Measurement

Financial instruments are initially measured at cost, which includes transaction costs. Subsequent to initial recognition these instruments are measured as set out below:

Trade and other receivables

Trade and other receivables are stated at amortised costs using effective interest method less impairment losses.

Cash and cash equivalents

Cash and cash equivalents are measured at amortised costs and are due on demand.

Financial liabilities

Non-derivative financial liabilities are recognised at amortised costs using the effective interest method.

Finance income and finance costs

Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in profit or loss, using the effective interest method.

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets, and losses on hedging instruments that are recognised in profit or loss. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

Share premium

Ordinary shares are classified as equity. The ordinary shares of the Company have a nil par value. As such all proceeds received for the issue of shares has been credited to share premium. Proceeds from the exercise of stock options or conversion of share purchase warrants are recorded in share premium at the amount received on exercise or conversion. Commissions paid to underwriters or agents and other related share issue costs, such as legal, accounting and printing, are charged to share premium.

Share based payments

The Company determines the fair value of warrants and options issued and recognise the amount as an expense in the statement of comprehensive income with a corresponding increase in equity.

New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are not yet effective for the year, and have not been applied in preparing these consolidated historical financial statements:

 
 New/revised International Accounting                 Effective 
  Standards/International Financial Reporting          date 
  Standards (IAS/IFRS)                                 (accounting 
                                                       periods 
                                                       commencing 
                                                       on or after) 
------------------------------------------------  ----------------- 
 IFRS 14 Regulatory Deferral Accounts                 1 January 
                                                       2016 
 Accounting for Acquisitions of Interests             1 January 
  in Joint Operations (Amendments to                   2016 
  IFRS 11) 
 Clarification of Acceptable Methods                  1 January 
  of Depreciation and Amortisation (Amendments         2016 
  to IAS 16 and IAS 38) 
 Equity Method in Separate Financial                  1 January 
  Statements (Amendments to IAS 27)                    2016 
 Sale or Contribution of Assets between               1 January 
  an Investor and its Associate or Joint               2016 
  Venture (Amendments to IFRS 10 and 
  IAS 28) 
 Annual Improvements to IFRS 2012 -                   1 January 
  2014 Cycle - various standards                       2016 
 Investment Entities: Applying the Consolidation      1 January 
  Exception (Amendments to IFRS 10, IFRS               2016 
  12 and IAS 28) 
 Disclosure Initiative (Amendments to                 1 January 
  IAS 1)                                               2016 
 IFRS 9 Financial Instruments                         1 January 
                                                       2018 
------------------------------------------------  ----------------- 
 

The Directors do not expect the adoption of the standards and interpretations to have a material impact on the Group's financial statements in the period of initial application.

Operating segments

Segment information is not presented in respect of the Group's management and internal reporting structure following the disposal of the Basay and Hinoba-an assets, the Company is currently not generating revenue, and the only business segment is that of an investment Company.

   4    Loss before finance income 

Loss before finance income is stated after charging:

 
                                              Restated 
                                             (see Note 
                                                    6) 
                             Year ended     Year ended 
                            31 December    31 December 
 Company and Group                 2015           2014 
                                    US$            US$ 
 Auditors' Fees                  26,573         30,649 
 Directors' Fees (note 
  17)                           163,058        179,294 
 
 
   5    Taxation 

Income tax

The British Virgin Islands under the International Business Companies Act 2004 imposes no corporate taxes or capital gains taxes. However, the Group may be liable for taxes in the jurisdictions where it is operating, however such operations are currently loss making.

Deferred tax assets and liabilities

Deferred tax assets have not been recognised because there is insufficient evidence of the timing of suitable future profits against which they can be recovered.

   6    Assets held for sale and discontinued operations 

In 2012, the Group had taken a strategic decision to suspend all the drilling activities in both Hinoba-an and Basay projects to pursue a trade sale or a joint venture. In accordance with the Group's accounting policy, all costs attributable to these projects were reclassified to Assets held for sale in prior years. These costs included the following:

Deferred mine exploration cost

Deferred mine exploration costs represented intangible assets and comprised costs directly attributable to exploration activities. Equipment and other assets used in exploratory activities were capitalised in Property, Plant and Equipment. Depreciation charges in respect of these assets were capitalised in deferred mine exploration costs.

Advances

Referred to the monthly advanced royalty payments to Colet, the total of which was a deductible from any future carried net benefit payment owed by SMC to Colet under the IMOA.

 
                                           Deferred mine 
                                            exploration                       Advances 
 Assets reclassified from:                     costs                       - Royalties 
                                       Hinoba-an                Basay        Hinoba-an 
                                       (Selenga)           (Adanacex)        (Selenga)                Total 
 COST                                        US$                  US$              US$                  US$ 
 At 01 January 2015                   33,493,905           12,461,646          990,000           46,945,551 
 Disposals during the year          (33,493,905)         (12,461,646)        (990,000)         (46,945,551) 
                              ------------------   ------------------   --------------   ------------------ 
 At 31 December 2015                           -                    -                -                    - 
                              ------------------   ------------------   --------------   ------------------ 
 
 IMPAIRMENT 
 At 01 January 2015                   33,493,905           12,461,646          990,000           46,945,551 
 Disposals during the year 
  (note 20)                         (33,493,905)         (12,461,646)        (990,000)         (46,945,551) 
                              ------------------   ------------------   --------------   ------------------ 
 At 31 December 2015                           -                    -                -                    - 
                              ------------------   ------------------   --------------   ------------------ 
 
 Net carrying value at                         -                    -                -                    - 
  31 December 2015 
 
 
   Net carrying value at                       -                    -                -                    - 
   31 December 2014 
 
 

Basay Project

On 10 February 2015, the Company relinquished its interest in the Basay Project on Negros Island in the Philippines by selling for a nominal price its 70% holding in Basay Copper Limited, a BVI company, to Solfotara Mining Holdings (BVI) Limited, its joint venture partner in that company.

Hinoba-an Project

On 5 October 2015 the Company completed the sale of its interest in the Hinoba-an Copper Project in the Philippines to 0999562 B.C. Ltd., a company incorporated in British Columbia, Canada for a cash consideration of US$500,000.

The comparative Consolidated Statement of Comprehensive Income has been restated to show the discontinued operation separately from continuing operations.

(a) Results of discontinued operations

 
                                                 2015          2014 
                                                  US$           US$ 
----------------------------------------  -----------  ------------ 
Revenue                                             -             - 
Expenses                                      (4,863)      (43,412) 
Impairment charge                                   -  (16,127,627) 
----------------------------------------  -----------  ------------ 
Results from operating activities             (4,863)  (16,171,039) 
Loss on sale on discontinued operations   (4,915,626)             - 
----------------------------------------  -----------  ------------ 
Loss for the year                         (4,920,489)  (16,171,039) 
Attributable to: 
Non-controlling interests                           -   (1,066,352) 
Equity shareholders                       (4,920,489)  (15,104,687) 
----------------------------------------  -----------  ------------ 
Basic and diluted loss per share             (0.1312)      (0.4028) 
----------------------------------------  -----------  ------------ 
 
   (b)   Cash flows from/(used in) discontinued operations 
 
                                           2015      2014 
                                            US$       US$ 
--------------------------------------  -------  -------- 
Net cash used in operating activities   (4,863)  (43,412) 
Net cash generated from investing 
 activities                             500,000         - 
--------------------------------------  -------  -------- 
Net cash flow for the year              495,137  (43,412) 
--------------------------------------  -------  -------- 
 

(c) Effect of discontinued operations on the financial position of the Group

 
                                                 2015 
                                                  US$ 
----------------------------------------  ----------- 
Effect of discontinued operations 
 on the net assets and liabilities 
 of the Group                             (5,420,489) 
Loss on sale of discontinued operations     4,920,489 
----------------------------------------  ----------- 
Consideration received, satisfied 
 in cash                                      500,000 
----------------------------------------  ----------- 
 
   7    Investments in subsidiary undertakings 
 
    Cost                                    2015              2014 
                                             US$               US$ 
    CDC Philippines Holdings 
     Limited                                   -         1,500,000 
    Basay Copper Limited                       -         1,900,000 
                                    ------------      ------------ 
    At 31 December 2015/2014                   -         3,400,000 
 
 

At 31 December 2015, the Group had disposed of all subsidiaries following the sale of its interests in the Basay Copper and Hinoba-an projects.

   8    Company loss 

The loss made by the Company during the year was US$5,345,605 (2014: US$16,891,795).

   9    Trade and other receivables 
 
                                    At             At 
                           31 December    31 December 
                                  2015           2014 
                                   US$            US$ 
 Advances and deposits 
  - others                       4,621         72,868 
 Prepayments and other 
  debtors                       38,931         38,818 
                          ------------   ------------ 
                                43,552        111,686 
 
 

10 Trade and other payables

 
                                   At             At 
                          31 December    31 December 
                                 2015           2014 
                                  US$            US$ 
 Accounts payable                 679              - 
 Accrued expenses and 
  other payables               43,828         49,155 
                         ------------   ------------ 
                               44,507         49,155 
 
 

11 Loans receivable

The Company entered into the following loan arrangements:

i. On 5 September 2012, the Company placed GBP350,000 (US$518,073) with Manx Financial Group plc (MFG) as a bond. The bond bears a fixed rate interest of 5% per annum payable quarterly in arrears. The principal together with any unpaid interest is repayable after 5 years. Total interest earned during the year was GBP17,500 (US$26,697).

ii. On 3 October 2012, the Company placed GBP150,000 (US$222,032) with Manx Financial Group plc (MFG) as a bond. The bond bears a fixed rate interest of 5% per annum payable quarterly in arrears. The principal together with any unpaid interest is repayable after 5 years. Total interest earned during the year was GBP7,500 (US$11,481).

Loans receivable can be called on at any time and as such have been included as current assets.

12 Investment in Crazy Horse Resources

On 1 July 2011, the Company acquired, by way of private placement, a strategic investment in Crazy Horse Resources Inc. (CHR), a copper and gold company traded on the TSX Venture Exchange and owns the Taysan Project, an advanced copper gold porphyry deposit located 100 km south of Manila in the Philippines. At the time of the acquisition Brian Lueck was a Director of both the Company and CHR. The total number of shares acquired was 2,496,880 (post 3:1 share consolidation) at a total cost of US$5,861,409.

This investment is classified as financial asset at fair value through profit or loss. For valuation purposes, it was revalued using the closing bid price as at the reporting period.

 
                                              At               At 
                                     31 December      31 December 
                                            2015             2014 
 
 Total number of shares 
  held                                 2,496,880        2,496,880 
 
                                             US$              US$ 
 Market value of investment 
  at closing bid price                    18,000           32,208 
 Total cost                          (5,861,409)      (5,861,409) 
                                  --------------   -------------- 
 Unrealised loss on investment       (5,843,409)      (5,829,201) 
 
 

The loss on the investment in Crazy Horse Resources charged to the Consolidated Statement of Comprehensive Income was US$14,208 (2014: US$108,605).

13 Share premium

 
 Authorised 
 The Company is authorised to issue an unlimited 
  number of nil par value shares of a single 
  class. 
 
                                      Shares      Share          Share 
                                                capital        premium 
 Issued ordinary                                    US$            US$ 
  shares of US$0.00 
  each 
 At 01 January / 
  31 December 2015                37,501,033          -     37,501,033 
 
 
   At 31 December 2014 
   / 31 December 2015             37,501,033          -     62,147,849 
 
 

14 Warrants

A reconciliation of total number of share warrants in issue as at the year-end is set out below. None of these warrants were subject to any vesting period and therefore can be exercised anytime. Accordingly, the value of these warrants has been expensed immediately.

 
                                 Expiry                                                                                                                   Fair 
                                   date                                               Exercised              Expired                                     value 
                                 (years                                 At               during               during                   At                   at 
                Issue              from      Exercise           01 January                  the                  the          31 December          31 December 
 Holder          Date        admission)         Price                 2015                 year                 year                 2015                 2015 
 
                                              GBP0.35 
 Brant 
  Investments 
  Limited       23/12/10        5 years     (US$0.55)            2,000,000                    -          (2,000,000)                    -                    - 
                                                        ------------------   ------------------   ------------------   ------------------   ------------------ 
                                                                 2,000,000                    -          (2,000,000)                    -                    - 
 
 

The Company has utilised the Black Scholes Model for the purposes of estimating fair value of the warrants upon issue. In accordance with accounting guidance the Company used share price data of a similar actively listed company as the Company did not have its own appropriate share trading data at the point of issue of such warrants.

The following table lists the inputs to the models used for warrants issued at:

 
                         23 December 
                          2010 
 Dividend yield (%)                - 
 Expected volatility 
  (%)                        100.00% 
 Risk-free interest 
  rate (%)                     1.24% 
 Share price at grant        US$0.67 
  date 
 Share price (market         US$0.60 
  value) 
 Exercise price              US$0.35 
 Expected exercise           4 years 
  period 
 

15 Share options

Share Option Scheme

In accordance with, and subject to the terms of the Company's Share Option Scheme, options issued during the year shall vest in equal instalments annually over a period of three years from the date of grant or over a period stated in the relevant option certificate. Vested options are exercisable at the Exercise Price and may not be exercised later than the tenth anniversary of the Date of Grant or such earlier time as determined by the grantor. The Directors shall have an absolute discretion as to the selection of persons to whom an Option is granted by the Company. An option shall not be granted to any person unless he is a person/company who has provided or is providing services to the Group as a consultant or otherwise (Approved Grantee) or an employee or any person nominated by such Approved Grantee or employee. The exercise price shall be determined by the Directors and shall be the market value of a Share on the date of the grant of the option to the option holder or shall be such greater or lesser price as the Directors shall determine in their discretion provided always that in the case of a subscription option, the price shall not be less than the nominal value of a Share.

Exercise of the option may be conditional upon satisfaction of performance-related conditions as shall be determined by the Directors and notified to the option holder on the date of the grant. They are not transferable and may not be exercised when to do so would contravene the provisions of the Company's code governing share dealings by directors and employees. In the event that a director/consultant resigns and ceases to be engaged by the Company in any role, pursuant to the Share Option Scheme rules, he or she may only exercise options which have vested and for a period of no later than six months from resignation.

A reconciliation of total number of share warrants in issue as at the year-end is set out below.

 
                              Vesting 
                               period 
                                    / 
                             Exercise 
                               period                                                             Exercised                     Expired 
                                 from                                       At                       during                      during                           At 
                Issue           Issue    Exercise                   01 January                          the                         the                  31 December 
 Holder          Date            date       Price                         2015                         year                        year                         2015 
 Directors 
  and certain                 3 years 
  key                               / 
  employees     01/06/10      5 years     US$0.35                    2,250,000                            -                 (2,250,000)                       - 
 Key 
  employees                   3 years 
  and                               / 
  consultants   09/05/11      5 years     GBP0.35                      300,000                            -                   (300,000)                            - 
                                                    --------------------------   --------------------------   -------------------------   -------------------------- 
                                                                     2,550,000                            -                 (2,550,000)                            - 
 
 
 

Total number of options that has vested and available for exercise as at the year-end was nil (2014: 2,550,000).

The Group calculates the costs of share based payment based on its fair value and the estimate of number of options expected to vest. The cost is spread evenly over the vesting period. Based on the estimated number of options expected to vest, the total fair value of share options is US$nil (31 December 2014: US$1,294,823) all of which have been recognised as expense as at 31 December 2015.

The Company has utilised the Black Scholes Model for the purposes of estimating fair value of the share options upon issue. In accordance with accounting guidance the Company has used share price data of a similar actively listed company where the Company did not have its own appropriate share trading data.

The following table lists the inputs to the models used for options issued at:

 
                             9 May    1 June 
                              2011      2010 
 Dividend yield (%)              -         - 
 Expected volatility 
  (%)                      100.00%   100.00% 
 Risk-free interest 
  rate (%)                   1.85%     1.24% 
 Share price at grant      US$0.57   US$0.67 
  date 
 Share price (market       US$0.35   US$0.60 
  value) 
 Exercise price            US$0.58   US$0.35 
 Expected exercise         3 years   4 years 
  period 
 

16 Financial instruments

Financial risk management

The Group has risk management policies that systematically view the risks that could prevent the Group from achieving its objectives. These policies are intended to manage risks identified in such a way that opportunities to deliver the Group's objectives are achieved. The Group's risk management takes place in the context of day-to-day operations and normal business processes such as strategic planning and business planning. Management has identified each risk and is responsible for coordinating and continuously improving risk strategies, processes and measures in accordance with the Group's established business objectives.

The Group's principal financial instruments consist of cash, receivables and payables arising from its operations and activities. The main risks arising from the Group's financial instruments and the policies for managing each of these risks are summarised below.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.

Liquidity risk is managed by the Company by means of cash flow planning to ensure that future cash requirements are anticipated. All liabilities are due within one month and all cash maintained in call accounts. To date the Group has relied upon equity funding to finance operations. The carrying amount of financial assets and liabilities reported in the consolidated statement of financial position represents the maximum exposure to liquidity risk. During the prior year, the Group has taken a decision to place the Hinoba-an and Basay projects under care and maintenance to pursue a trade sale or a joint venture. Significant costs reductions had been implemented across the Group to the minimum level that is required to maintain the sites and meet regulatory requirements for mining companies in the Philippines prior to the disposal of these assets. Based on the revised 12 month budget approved by the Board, the average monthly corporate costs of the Group stands at approximately US$40,000. Management is confident that adequate resources are available to meet current obligations whilst efforts are focused on making suitable acquisitions in line with the investing policy.

Credit risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfil its payment obligations. The Group's credit risk is primarily attributable to receivables and cash balances with the maximum exposure being the reported balance in the statement of financial position. The Company holds available cash with licensed banks which have strong history. The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk. The bank accounts are held under a fiduciary agreement and funds are available on demand.

Interest rate exposure

Interest rate risk is the risk that the Group will sustain losses through adverse movements in interest bearing assets or liabilities; however it is the Directors' opinion that the Group is not significantly exposed to interest rate risk.

Market price risk

Equity price risk arises from financial assets at fair value through profit or loss due to uncertainties about future values of the instrument. Investment held at year end represents interest held in the share capital of Crazy Horse Resources, a copper and gold company traded on the TSX Venture Exchange. The performance of this investment is monitored and reviewed by management on a regular basis. As at 31 December 2015, the fair value of equity security exposed to price risk was US$18,000 (2014: US$32,208). A 5% increase or decrease in the fair value of this listed investment with all other variables constant would have increased/decreased the profit or loss and equity by US$900 (2014: US$1,610).

Foreign exchange risk

The Group was exposed to foreign currency risk on fluctuations related to financial assets and liabilities that are denominated in Pounds (GBP), Philippine Peso (PHP), and Canadian Dollars (CAD). The amounts exposed to foreign currency risk are as follows (in currency balance):

 
                                       GBP         PHP      CAD 
 31 December      Cash             541,097           -        - 
  2015 
                  Accounts               -           -        - 
                   receivable 
                  Investment             -           -        - 
                  Accounts               -           -        - 
                   payable 
 
   31 December 
   2014             Cash           588,529     295,492        - 
                  Accounts          14,795           -        - 
                   receivable 
  Investment                             -           -   24,969 
  Accounts 
   payable                        (29,698)   (229,499)        - 
 
 

The impact of 5% strengthening of the following major currencies against US Dollars to total comprehensive income/loss is set-out below. A 5% weakening in these currencies would have had the equal but opposite effect, on the basis that all other variables remain constant.

 
                 31 December   31 December 
   US Dollars           2015          2014 
   against:              US$           US$ 
 GBP                  39,680        42,640 
 PHP                       -            74 
 CAD                       -         1,448 
 
 

There is no other impact on the Group's equity other than those already affecting the consolidated statement of comprehensive income / (loss).

Political risks

The Group's operations are subject to laws and regulations governing exploration activities. While the Group believes that it is in substantial compliance with all material current laws and regulations affecting its activities, future changes in laws and regulations could result in changes in legal requirements or in the terms of existing agreements applicable to the Group which could have a material adverse impact on the Group's current operations or planned implementation of the investing policy.

Financial risk management classification

Financial instruments comprise cash and trade and other receivables (classified as loans and receivables) and accounts payable and accrued expenses (classified as other financial liabilities). The carrying amounts of these financial instruments reported in the statement of financial position approximate their fair values due to the short-term nature of these accounts.

Capital Management

The Group manages its capital to maximize the return to the shareholders through the optimization of equity. The capital structure of the Group at 31 December 2015 consists of equity attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings as disclosed.

The Group manages its capital structure and makes adjustments to it, in light of economic conditions and the strategy approved by shareholders. To maintain or adjust the capital structure, the Group may adjust any dividend payment to shareholders, return capital to shareholders or issue new shares and release the Company's share premium account. No changes were made in the objectives, policies or processes during the years ended 31 December 2015 and 2014.

17 Related party transactions

All related party transactions occurred in the normal course of operations, and are measured at the fair value, which is the amount of consideration established and agreed to by the related parties.

Key management personnel

The Directors of the Company received the following remuneration during the year:

 
                                   Year ended       Year ended 
                                  31 December      31 December 
                                         2015             2014 
                                          US$              US$ 
 Mitch Alland                          90,000           90,000 
 Denham Eke                            50,368           50,035 
 Guy Elliott (resigned 
  01 December 2014)                         -           11,000 
                               --------------   -------------- 
                                      140,368          151,035 
 Directors of subsidiaries             22,690           28,259 
                               --------------   -------------- 
                                      163,058          179,294 
 
 

The Directors hold the following number of shares in the Company as the year end:

 
                                       % of issued 
                             Number          share 
                                           capital 
 Mitch Alland               450,002          1.20% 
 Denham Eke / James 
  Mellon 1                  286,000          0.76% 
                       ------------   ------------ 
                            736,002          1.96% 
 
 

Notes to Directors' Interests:

1 Denham Eke and James Mellon are Director's of Galloway Limited. At 31 December 2015 Galloway Limited held 286,000 shares representing 0.76% of the issued share premium at the year end.

There were no warrants or options currently in issue to key personnel of the Company. The following table summarises a reconciliation of options in issue to key personnel as at 31 December 2015:

 
 Name            01 January                                     31 December 
                       2015   Granted     Expired   Exercised          2015 
 Options 
 Denham Eke       1,000,000         -   1,000,000           -             - 
 Mitch Alland     1,000,000         -   1,000,000           -             - 
 
 

Burnbrae Limited

The Company has entered into a service agreement with Burnbrae Limited for the provision of administrative and general office services. Mr Denham Eke and James Mellon are Directors of both Burnbrae Limited and the Company. During the year ended 31 December 2015 the Company incurred costs of US$52,056 (2014: US$51,676) under this agreement of which US$Nil were outstanding as at the year end (2014: US$Nil).

Manx Financial Group plc (MFG)

The Company entered into loan agreements with MFG, terms of the agreement are disclosed in Note 11. Denham Eke and James Mellon are Director's of both the Company and MFG.

18 Significant shareholdings

As of 31 December 2015 the Company is aware of the following persons who hold, directly or indirectly, voting rights representing 3% or more of the issued share capital of the Company to which voting rights are attached:

 
                                      Number of        Percentage 
                                ordinary shares          of total 
                                           held    issued capital 
 Michael Baybak 1                     7,207,428            19.22% 
  Front St Investment                 2,388,571             6.37% 
   Management Inc 
  TD Direct Investing                 1,866,164             4.98% 
   Nominees (Europe) Limited 
  Eli Management LLC                  1,787,428             4.77% 
  Wang Strategic Capital              1,428,571             3.81% 
   Partners (II) Limited 
  TD Direct Investing                 1,381,637             3.68% 
  N. Y. Nominees Limited              1,218,900             3.25% 
  Barclayshare Nominees               1,185,227             3.16% 
   Limited 
 

Notes:

(1) Michael Bayback shareholding consists of 836,000 shares held in his own name and 6,371,428 shares held by Anglo Mongolian Gold Corporation, a company whose sole shareholder is Michael Bayback.

19 Basic and diluted earnings per share

The calculation of total basic earnings per share of the Group is based on the net loss attributable to shareholders for the year of US$5,461,891 (2014: US$15,825,417) and the weighted average number of shares outstanding of 37,501,033 (2014: 37,501,033).

The calculation of basic earnings per share of the Group's continuing operations is based on the net loss attributable to shareholders for the year from continuing operations of US$541,402 (2014: US$720,730) and the weighted average number of shares outstanding of 37,501,033 (2014: 37,501,033).

Diluted earnings per share are calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. As at 31 December 2015 and 2014, there is no dilutive effect, because the Group incurred net losses. Therefore, basic and diluted earnings per share are equal.

 
                                             At             At 
 Weighted average number            31 December    31 December 
  of ordinary shares                       2015           2014 
 
   Issued ordinary shares 
   at 01 January / 31 December       37,501,033     37,501,033 
 

20 Impairment loss

At 31 December 2015, the Group had disposed of all subsidiaries following the sale of its interests in the Basay Copper and Hinoba-An projects. Certain assets of the group were assessed for impairment in prior years. The following impairment losses have been recognised as a result of assessments made:

 
                          Year ended       Year ended 
                         31 December      31 December 
                                2015             2014 
                                 US$              US$ 
 Assets held for 
  sale (note 6)                    -       16,072,099 
                      --------------   -------------- 
                                   -       16,072,099 
 
 

21 Subsequent events

There are no significant events subsequent to year end.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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