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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Minmet | LSE:MNT | London | Ordinary Share | IE00B1KDSD45 | ORD EUR0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 1.75 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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Minmet plc
MINMET PLC
PRELIMINARY RESULTS 2007
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2007
Minmet plc ("Minmet", or the "Company" or the "Group"), the AIM traded Natural
Resource Company, announces its results for the 12 months ended 31 December
2007.
PRELIMINARY RESULTS
CHAIRMAN'S REVIEW
Background
Over recent years Minmet has exited from many of its exploration programs and
liquidated and de-risked its exploration assets. In the 2006 Annual Report it
was reported that the Group was in the process of selling its main operational
asset, the Björkdal gold mine. The sale was completed on 31 December 2007.
In liquidating its exploration assets the Group has built up significant liquid
assets and tradable securities but had effectively no meaningful exploration
strategy. While the Group had reviewed several exploration opportunities none of
these were pursued by the then management of the Group.
New Board
In effect Minmet had become a manager of cash and investments in traded
securities whilst also selling down its remaining exploration and mining assets.
This strategy was at odds with the expectations of certain major shareholders in
the Company who promoted a change in the Board with a view to introducing a more
aggressive and focused exploration strategy for the Group. This resulted in a
new board being appointed to the Company over a short period of time commencing
in August 2007. I was appointed Executive Director on 22 August 2007 and later
Executive Chairman on 2 October 2007, replacing Mike Neville who resigned as
Non-executive Chairman on the same date. The new board of Jon King (Chief
Executive Officer), Denis Barrett (Executive Financial Director) and Peter
Gardener (Non-executive Director) were all appointed by year end 2007.
New Strategy
Your new Board immediately set about directing the strategic focus of the Group
towards oil and gas exploration. We first set about securing the cancellation of
the Gold Oil Joint Venture Arrangements whereby the Group had committed
resources to acquire oil and gas exploration projects in Cuba and Latin America.
The new Board's rationale for this was due to the fact that the new strategy was
to invest in North American oil and gas opportunities and continuation of the
Gold Oil Joint Venture would contravene the US embargo over Cuba.
New Projects
On 23 August 2007 the Group entered into a conditional agreement to purchase
Alaska Oil and Gas Resources Limited ("Alaska") which owned exploration rights
over certain oil and gas prospects in the Cook Inlet in Alaska.
On 23 August 2007 the Group paid a returnable deposit amounting to US$4.35
million to Carbon Energy Investments Limited. The deposit was initially secured
by a pledge over shares in Tucumcari Investments Limited ("TIL") but the
security was subsequently varied and secured by a charge over TIL's shares in
TUCX.
Subsequently the Board focused on recovering its interest in the Tucumcari
Project where the Group had a potentially doubtful receivable of $3.35 million
due from Charms Investments Limited. We converted this receivable into a 25%
equity stake in Tucumcari Exploration LLC ("TUCX") together with a secured
receivable of $2.75 million. Additionally the Group entered into an option to
acquire the remaining 75% of TUCX not already owned by the Group from TIL ("the
Tucumcari Option") In entering into the Tucumcari Option the Group paid a
returnable deposit of $6m to TIL. We also committed to advancing $3m to TUCX to
fund TUCX's immediate needs in developing the Tucumcari project so as to ensure
that operational issues that required attention were properly dealt with. The
returnable deposit and funds advanced to TUCX were secured by means of a share
charge over TIL's 75% shareholding in TUCX. The Board believes that this
transaction represented an attractive opportunity to acquire a part developed
gas exploration project and pipeline assets at a discounted price.
The Board's intention was that the Tucumcari and Alaska projects would form the
two major building blocks of our strategy. However given the exploration risk as
well as the substantial rig manoeuvring and drilling costs associated with the
Alaska project, we subsequently decided to limit our exposure by avoiding direct
involvement, retaining a carried interest and focusing attention on the
Tucumcari project. Therefore we cancelled the agreement for the purchase of
Alaska. The cancellation agreement resulted in Minmet securing a receivable of
$4.35 million while at the same time retaining upside potential through securing
an equity participation to be valued at $4.35 million in the Alaska project when
it is brought to market (on AIM or other exchange) without further cost to the
Group as announced on 21 January 2008.
A detailed overview of the Group's activities for the year and results is
contained in the Directors' Report.
Company Share Trading
Trading in the Company's shares on AIM was temporarily suspended in view of the
need to announce these transactions. A further announcement was made on 21
January 2008 but, due to the scope and size of the transaction the exercising of
the Tucumcari Option would be classified as a reverse takeover under the AIM
Rules for Companies and accordingly trading in the Company's shares remained
suspended.
The Board then encountered opposition from a group of shareholders who were
unhappy with the Board's new strategy. In particular the dissentient
shareholders opposed the Company's entry into the Tucumcari Option. Given this
opposition to the Tucumcari Option forced the Company to discontinue its plans
to effect a reverse take over as the adverse publicity was making it difficult
for Minmet to raise funding.
Following the Company's announcement that it was no longer intending to exercise
the Tucumcari Option, trading in the Company's shares was reinstated but, as a
consequence of negative publicity and internet gossip the Company's share price
has collapsed despite the Board's confidence in the value of the Tucumcari
Project.
Extraordinary General Meetings
The opposing shareholders requisitioned an Extraordinary General Meeting ("EGM")
and looked for detailed explanations relating to the transactions effected by
the Group. This EGM went ahead on 11 April 2008, was adjourned until 23 May
2008, further adjourned until 13 June 2008 and adjourned again until 3 July
2008. Immediately prior to the adjourned meeting of 13 June 2008, an
announcement summarising an Independent Expert's Report on the Tucumcari Project
was announced to the market and provided to the attendees. The report is
available on the Minmet website.
Subsequently another EGM has been requisitioned with resolutions to remove the
existing Board and replace with a new Board. This new EGM will be held on 18
July 2008.
The actions of these shareholders have hindered our ability to progress the
Tucumcari Project and diverted the Board's attention from operational matters at
a critical time when oil and gas transactions are considered to be a worthwhile
pursuit in the current economic climate. Notwithstanding the opposition of the
dissentient shareholders the Board is committed to creating value for the
Company.
Moving Forward
Exploration data available indicates that the Tucumcari Basin is a major
undeveloped natural gas reservoir that offers significant exploration
opportunity and potential upside to Minmet. Subsequent to the year end the Board
has taken operational control of the Tucumcari project and we are proceeding to
oversee the development of this project into gas production and distribution
over the next 12 months, through spinning the project off into a separate listed
vehicle which will seek its own fundraising. We believe this offers significant
potential for the benefit of Minmet and its shareholders.
I express thanks to fellow Directors and corporate advisors who have supported
the Company during a period of significant change.
Peter Maddocks
Chairman
Minmet plc
26 June 2008
DIRECTORS' REPORT
GROUP ACTIVITIES
The Directors of Minmet plc ("Minmet" or the "Company") present their annual
report, together with audited financial statements, for the year ended 31
December 2007. Minmet plc and its subsidiary undertakings (the "Group") are
involved in the development of Oil and Gas Exploration and Production projects
and also hold mining and mineral interests. Details of the Company's principal
subsidiary undertakings can be found in Note 15 to the financial statements.
REVIEW OF THE GROUP'S ACTIVITIES DURING 2007
Change in Management and Group Strategy
Following the appointment of the new Executive Chairman in early October and in
order to execute the declared strategy, the Board was strengthened by the
appointment of two senior oil and gas executives to the Board by the end of
2007.
The new Board introduced a strategy focusing on development of oil and gas
opportunities and having cancelled the Gold Oil Joint Venture arrangements,
committed to an oil exploration project in the Cook Inlet in Alaska ("the Alaska
Project") and a partially developed gas and pipeline infrastructure project in
Tucumcari in New Mexico. In the meantime the Group's Björkdal gold mine in
Northern Sweden has been sold and cash resources have been generated from this
sale and by selling shareholdings in certain quoted entities.
The new strategy of the Group is based on enhancing Minmet's growth potential by
focusing on the acquisition and development of selected oil and gas assets,
initially in North America. The first step involved refreshing and strengthening
the Board and senior management team with executives with an oil and gas
background who have the experience and expertise to evaluate, acquire and
develop oil and gas opportunities.
New Growth Strategy and Future Developments
The Board's strategy is to focus on developing its oil and gas assets initially
in North America, whilst divesting its mineral assets at favourable prices and
continuing to identify and investigate seed capital opportunities in both oil &
gas and mineral exploration projects.
The new Board's strategic priorities are as follows:
· To increase the value of the Company through successful evaluation,
acquisition and development of oil and gas assets and, secondly, by highlighting
the opportunity arising from the value gap between the Company's existing net
asset value and the share price in the short to medium term.
· To identify suitable investment opportunities after due consideration of
resources, risk and return. At this stage the focus of the Company's resources
will be directed towards controlled asset development rather than more
speculative exploration.
· Consistent with this strategy, the immediate growth plans are focused on the
phased development of the gas assets in New Mexico owned by Tucumcari
Exploration LLC ("TUCX"), (the "Tucumcari Project"). This project should provide
a suitable asset base, and, ultimately, cash flow for future growth.
· The Group has secured the services of Jim Heald who has proven field
experience and he will be focused on developing the Tucumcari Project.
· The Group's interest in Alaska, an oil and gas exploration project in the Cook
Inlet in Alaska (the "Alaska Project") has been ring-fenced and is planned to be
spun out as a separate listed vehicle in order to maximise the value of Minmet's
interest without taking on the full exploration risk. Minmet shareholders stand
to benefit from any increase in value of the Alaska Project through the Group's
carried interest in a newly listed entity.
The Board is in constant review of Group strategy to take into account of both
market and internal developments.
Gold Oil plc ("Gold Oil")
In February 2007 the Group announced a strategic investment with Gold Oil ("the
Gold Oil Joint Venture Arrangements") which was intended to give Minmet
information and the opportunity to participate in possible oil and gas projects
in Cuba and Latin America. The Gold Oil Joint Venture Arrangements also included
Minmet and Gold Oil each completing a cross shareholding arrangement.
The strategic rationale for the Gold Oil Joint Venture Arrangements at the time
was to use the perceived political advantage of Minmet's Irish status as an
appropriate investor aimed at oil and gas projects in Cuba and Latin America. In
addition the transaction also secured oil and gas expertise through the
appointment of Gary Moore and Mike Burchell Gold Oil's Directors to the Board of
Minmet.
The Gold Oil Joint Venture Arrangements were cancelled following a re-evaluation
of these interests by the Company's new board in August 2007. In particular, as
certain of the oil and gas opportunities which the Group were reviewing are in
the U.S., the Minmet board and its advisers took the view that opportunities in
the U.S. and Cuba could not be pursued by the same company due to the US embargo
over investing in Cuba.
As part of the cancellation of the Gold Oil Joint Venture Arrangements, Minmet
and Gold Oil entered into a Share Exchange agreement whereby Gold Oil deposited
8,300,000 ordinary Minmet shares with a broker, with instructions to have the
shares placed in the market and the proceeds distributed to Minmet. Minmet also
deposited its 22,950,000 ordinary shares in Gold Oil with a broker, with
instructions to have the shares placed in the market and the proceeds
distributed to Gold Oil. Both sets of shares were subject to lock in
arrangements until February 2008.
In terminating the Gold Oil Joint Venture Arrangements, it was recognised that
Minmet could make a loss on the book value of its investment in the Gold Oil
Joint Venture Arrangements following the placing and sale of Gold Oil's shares
in Minmet.
Westcoast Group Limited ("Westcoast"), a significant shareholder in Minmet at
the time the Joint Venture Arrangements were cancelled, entered into a Guarantee
and Indemnity with the Group to make good any loss on the cancellation of the
Joint Venture Arrangements ("the Westcoast Guarantee"). The Westcoast Guarantee
was secured by a charge over shares in the Tucumcari Project described below
which the Board believes is sufficient to cover the Group's maximum possible
loss under the transaction.
The Alaska Project
In August 2007 Minmet agreed to acquire Alaska Oil and Gas Resources Limited
("Alaska"), a company with exploration on and off shore blocks in the Cook Inlet
in Alaska, for a consideration of US$87.5 million. A refundable deposit of
US$4.35 million was paid and the balance of the consideration was to be paid by
the issue and allotment of new shares in Minmet at market value at the time the
transaction was completed. This agreement has subsequently been cancelled and
Minmet's deposit of US$4.35 million is to be repaid within 180 days of 31
December 2007 together with interest which shall accrue from 1 March 2008. In
addition Minmet is entitled to receive new ordinary shares to the value of
US$4.35 million in the intended listed company that will progress the Alaska
Project. The return of the deposit paid for Alaska is secured by a charge over
TIL's shares in TUCX. The Group is in discussion with Carbon Energy Investments
Limited regarding the repayment of the deposit and a further announcement will
be made in due course.
Tucumcari Exploration LLC ("TUCX")
During 2006, Minmet participated in a consortium which acquired a partially
developed natural gas project in the Tucumcari Basin in New Mexico, USA, with
significant development potential.
Minmet's initial participation involved Minmet acquiring a 25% interest in
Tucumcari Investments Limited ("TIL") which was a special purpose vehicle
incorporated to acquire TUCX and providing a shareholder loan of £1,581,000 to
part fund TIL and TUCX. TUCX owns substantial gas lease acreage, eight gas wells
and strategic pipeline assets.
The Group subsequently sold its interest in TIL and assigned its shareholder
loan to Charms Investments Limited ("Charms") for a consideration of $3.35m.
Charms never paid the consideration and there was an element of uncertainty as
to whether the Group would ultimately secure payment.
Consequently the Group cancelled the sale to Charms and recovered its 25%
interest in TIL and the benefit of its shareholder loan.
In October 2007 the Group paid a refundable deposit of $6million to secure an
option ("The Tucumcari Option Agreement") to purchase the remaining 75% of TUCX
on terms the Board considered to be favourable. In addition the Group committed
to finance up to US$3million to proceed with the development of the Tucumcari
Project. It was agreed with TIL that these cash payments were to be set off
against the purchase price of the remaining 75% of TUCX. The purchase price
under the terms of the Tucumcari Option was to be established based on a 25%
discount to a valuation based on a Competent Persons Report ("CPR"). Due to its
size the transaction was classified as a reverse take over for the purposes of
the AIM Rules.
The adverse publicity caused by the shareholder action made it difficult for
Minmet to obtain funding for TUCX. Consequently, the Board has decided not to
exercise the Tucumcari Option and proceed with the reverse take over. The CPR
was, therefore, no longer required but, as the work was underway, the Board
commissioned an independent report which covered substantially the same ground
as the CPR. The independent report was issued in May 2008 and a valuation, based
on the independent report, was prepared by an independent firm with expertise in
valuing oil and gas projects. The independent report and valuation (which was
prepared for management purposes) confirmed the Board's understanding that TUCX
is robust with significant upside.
Björkdal Gold Mine
In December 2007 Gold-Ore Resources Limited ("Gold-Ore") exercised its option to
acquire the Björkdal gold mine that was fully owned by the Group. Minmet
received the consideration of US$2 million plus 4,000,000 shares in Gold-Ore,
and in addition a Net Smelter Royalty ("NSR") (1.75% at current gold prices).
Gold-Ore is entitled to buy-out the NSR at any time for US$1 million.
Seed Capital Opportunities
West African Gold SA
During the last quarter of 2007 the Group entered into a conditional agreement
to acquire 90% of the issued share capital of West African Gold SA ("WAG"),
which owned concessions in a gold exploration project in Guinea West Africa, for
a consideration amounting to £2 million (US$3,969,000) payable as to £500,000
(US$990,000) in cash and the balance by the issue and allotment of new shares in
Minmet. The Group paid a returnable deposit of £100,000 (US$198,000) to West
African Logistics SA on signing the conditional agreement.
The agreement was conditional on full legal financial geological engineering and
valuation due diligence and on the securing of all relevant regulatory
approvals. As announced on 4 June 2008, Minmet agreed to cancel the sale and
purchase of the interest in WAG and entered into another agreement which
provided Minmet with a 10% carried interest in WAG and a 5% share of TIL in
consideration for amounts already spent on WAG and the transfer of 1 million
shares in Horizonte Minerals Plc.
Aragon Industries Limited ("Aragon")
In December 2007 the Group entered into an agreement with Blackhawk Investments
Limited ("Blackhawk) and paid STG£100,000 (US$198,000) as an option fee to enter
into an option to purchase 10% of the issued capital of Aragon. Aragon has
entered into two key Joint Ventures, one with the Sultan of Bulangan in Borneo
and the second with Abacus Consolidated Resources & Holding Limited, a
Philippine listed company. The consideration for the purchase is STG£3,000,000
(US$5,954,000) payable by the issue and allotment of new shares in the Company.
The option can be exercised at any time before 30 September 2008 and shall be
repaid by Blackhawk in the event that the Group gives notice that it chooses not
to exercise the option. The repayment of the option fee is guaranteed by TIL.
Investments in traded securities
Northland Resources Inc ("Northland")
The Group disposed of its remaining interest in Northland during the first half
of 2007. In the period January 2007 to end May 2007 the Group sold via the
Canadian and Norwegian stock markets a total of 4,129,600 shares in Northland
realising CAD$10,800,000 (US$10,839,000) and NOK500,000 (US$63,000)
respectively. The shares sold included the sale of 1,500,000 shares in Northland
that were acquired by exercising warrants held at a cost of CAD$1,200,000
(US$1,204,000).
GoldQuest Mining Corp ("GoldQuest")
The Group sold a total of 4,065,928 shares in GoldQuest during 2007 generating
CAD$2,000,000 (US$2,007,000). At 31 December 2007 the Group held 4,576,357
ordinary shares (equating to a 7.6% equity interest) in GoldQuest. GoldQuest is
a Canadian based mineral exploration company quoted on TSX which is focused on
cost-effective exploration in the Dominican Republic. GoldQuest has a strategic
association with Gold Fields Ltd who are major shareholders in the company.
Horizonte Minerals plc ("Horizonte")
At 31 December 2007 the Group held 6 million shares (equating to a 14.8% equity
interest) in Horizonte, an AIM-quoted group focused on the identification,
appraisal and development of gold and base metal deposits in Brazil and Peru.
Minmet's interest in Horizonte increased to 6,000,000 shares in July 2007
following the purchase of 1,000,000 shares for STG£200,000 (US$397,000).
Subsequent to the year end the Group's holding has been reduced to 5,000,000
shares as part of the arrangements for the cancellation of the WAG purchase.
Gold-Ore Resources Ltd ("Gold-Ore")
At 31 December 2007 the Group held 3,950,000 shares (equating to a 5.4% equity
interest) in Gold-Ore. Gold Ore is a TSX-V quoted Canadian-based mining and
exploration company which owns one operating gold mine and various exploration
properties, all of which are in Sweden. Minmet held 5,716,000 shares in Gold Ore
at 31 December 2006 and these shares were disposed of during 2007 realising
CAD$4,500,000 (US$4,516,000) in cash. The holding of shares in Gold Ore at 31
December 2006 was acquired as part of the sale of the Björkdal gold mine.
Crucial Plan plc ("Crucial Plan")
In the final quarter of 2007 the Group purchased 3,333,333 shares of Crucial
Plan for STG£100,000 (US$198,000). Crucial Plan is an AIM quoted company that is
effectively a shell. The rationale for the purchase of the shares was that
Crucial Plan could be used as an AIM quoted vehicle that could be used to spin
off assets or a project owned by the Group.
Ashburton Minerals Limited ("Ashburton")
The Group holds 1,609,332 shares in Ashburton, an Australian-based resource
company primarily focused on exploration and development of advanced resource
projects in Brazil and Australia.
Cross Lake Minerals Ltd ("Cross Lake")
During July 2007 the Group purchased 200,000 shares in Cross Lake for
CAD$100,000 (US$101,000). Cross Lake is a Vancouver-based gold mining and
development company focused on continued growth through exploration and
acquisitions.
Impairment of Intangible Assets
During 2007 the Board has reduced the carrying value of a number of investments.
Old non-toxic leaching system technology that was held at a capitalised value of
US$0.244 million was fully written off.
Intangible assets in Brazilian projects were written down by US$1.184 million.
PERFORMANCE REVIEW AND KEY PERFORMANCE INDICATORS
Total recognised gains for 2007 amounted to US$12.103 million (2006 US$3.086
million). This performance reflects strong gains both realised and unrealised in
the Group's listed equity portfolio and bank interest earnings of US$11.939
million (2006 US$2.291 million), offset by a loss on disposal of discontinued
operations (Björkdalsgruvan AB) of US$1.6 million (2006 nil) and by impairment
write downs in the Group's Brazilian and other intangible assets.
The reported profit for the year amounts to US$5.921 million (2006 loss US$4.991
million). The improvement reflects significant realised gains on the sale of
shareholdings in Canadian quoted entities, particularly in Northland Resources
Limited, Gold-Ore Resources Limited and Goldquest Mining Corp. together with a
reduced impairment charge for the year of US$1.428 million (2006 US$5.575
million). Administrative expenses increased in 2007 to US$3.534 million (2006
US$3.831 million).
The overall performance, together with the issue of shares during the year to
the value of US$6.0 million, resulted in an increase in the Equity value of the
Company to US$33.399 million (2006 US$25.289 million)
At the date of approval of the financial statements the Group has cash balances
of US$0.5 million and quoted investments of approximately US$5.1 million.
The Directors do not propose payment of a dividend (2006: US$ Nil).
At year end the Group had total assets of US$33.951 million (2006 US$33.465
million), which includes cash balances of US$3.6 million (2006 US$3.1 million).
The Group held quoted investments of US$9.0 million (2006 US$11.1 million).
The Board reviews a number of projects and investments on an ongoing basis.
Selection of projects for further evaluation is only after due consideration by
the Board. Investment by the Group in specific projects is only after
appropriate professional due diligence is completed and the Board is satisfied
that the project merits investment.
Exploration work is broken down into individual work programmes which are
reviewed on an ongoing basis before entering the next stage of development.
Performance is evaluated against the timely delivery of these programmes within
agreed budgeted costs. Key performance indicators for active mining operations
include: ore grade (e.g. Au grams per tonne), mineral recovery percentage, and
processing costs per tonne. On the Tucumcari Project, the key performance
indicators include NAV increase for money spent and security over the return of
receivables.
The prospects and share price developments of the Group's quoted investments are
monitored by the Board on a continuous basis and the Group's strategy on the
individual holdings is managed by the Board accordingly.
CORPORATE DEVELOPMENTS
Share Capital Developments
In February 2007 as part of the Gold Oil Joint Venture Arrangements, 10,000,000
ordinary shares were issued to Gold Oil Caribbean Limited and 22,750,000
ordinary shares to Gold Oil PLC at a price of £0.135 per share.
Cancellation of IEX Listing and Resignation of IEX Adviser and Broker
On 22 August 2007, the Company's IEX adviser and broker, Davy Stockbrokers
("Davy"), resigned. During September 2007, following the resignation of Davy,
the Company decided not to appoint a new IEX adviser and broker and accordingly
the Company's IEX listing was cancelled with effect from Monday 24 September
2007.
Company Name Change
At the Company's last Annual General Meeting ("AGM") it was agreed to change the
name of the Company to Achill Resources Public Limited Company. Following the
change of management in the Company this issue was re-considered and
registration of the name change was postponed. A resolution will be put before
the Shareholders at the next AGM to maintain the Company's old name of Minmet
Public Limited Company.
Change of registered address
During the year the Company moved to a new registered address at 18 Fitzwilliam
Place, Dublin 2, Ireland.
New Nominated Adviser
On 23 October 2007 Nabarro Wells & Co. Limited were appointed as Nominated
Adviser. They replaced HB Corporate, who resigned on the same date.
Requisition of Extraordinary General Meetings ("EGM")
On 15 February 2008, Minmet announced that it had received a requisition from a
group of shareholders ("the Parties") holding in excess of a 10% interest in the
Company, to convene an EGM. The requisition submitted by the Parties required
the Directors of the Company to respond in writing to a number of questions
("the Questions") specified in the proposed resolution. The Parties are further
proposing that pending receipt of answers to the Questions which the Parties
deem to be satisfactory, the Directors of the Company do not seek shareholder
approval for the exercise of the Tucumcari Option.
The EGM was held at College Hill Associates, The Registry, Royal Mint, London
EC3N 4QN on 11 April 2008, was adjourned to 23 May 2008, adjourned again until
13 June 2008 and further adjourned until 3 July 2008. The purpose of the EGM was
for considering and, if thought fit, passing, a series of resolutions which are
available to view on the Company's website.
The Parties have also requisitioned another EGM to secure the removal of the
Board and to replace the Board with Tom Anderson, Justin Ribbons and Tom
O'Gorman. The EGM will be held in Dublin on 18 July 2007.
TRADING OF THE COMPANY'S SHARES AND SUBSTANTIAL SHAREHOLDERS
The Company's ordinary shares are traded on; the Alternative Investment Market
("AIM") of the London Stock Exchange (MNT.L), the Norwegian Over-the counter
market (MINT) and on the Börse Berlin AG (MJX1).
Suspensions from trading on AIM
The Board of Minmet announced on 11 October 2007 that it had requested the
suspension of its ordinary shares from trading on AIM pending the announcement
of a transaction. The suspension was lifted from 2 November 2007 following the
announcement of the transaction in relation to the dissolution of the Gold Oil
Joint Venture Arrangements.
At the request of the Company trading on AIM was temporarily suspended from 21
December 2007 pending an announcement of transactions entered into. These
transactions related inter alia to the Tucumcari Option. As the exercise by
Minmet of the Tucumcari Option and the consequent acquisition by the Group of
the whole issued share capital of TUCX which is a reverse takeover under the AIM
Rules for Companies, the Minmet Board requested that trading in the Company's
shares should continue to be suspended pending the publication of a full
circular to shareholders.
Following the Company's announcement on that it no longer intended to exercise
the Tucumcari Option The Company's shares recommenced trading on 15 April 2008.
Share Price during the Year
In 2007, the shares were last traded on AIM on 21 December 2007 and the closing
mid market price was £0.085 per ordinary share of £0.01 each. During 2007 the
share price on the AIM market ranged from a low of £0.061 to a high of £0.16,
with the average price from the 1 January being £0.106.
Substantial Shareholdings
The Directors are aware of the following shareholdings that are greater than 3%
of the issued share capital of the Company:
31 December 2007 20 June 2008
Fiske Nominees Ltd 19.0% 19.0%
Kevin Anderson (beneficial holdings) 13.8% 16.1%
HSBC Global Custody Nominee (UK) 5.9% 5.9%
Ashdale Investment Trust Services Ltd (T9266999) 2.9% 3.1%
Fiske Nominees Ltd includes 8,300,000 shares held with a broker (with proceeds
due to Minmet) as part of the dissolution of the Gold Oil Joint Venture
Arrangements.
DIRECTORS AND SECRETARY
The Company's Directors and Secretary are as set out below:
P Maddocks (British), Executive Chairman
J King (British), Chief Executive Officer
D Barrett (British), Executive Financial Director and Company Secretary
P Gardener (British), Non-executive Director
On 9 February 2007, M Burchell and G Moore were appointed as non-executive
Directors of the Company. On 9 February 2007, M Neville, who had been serving as
the Company's Executive Chairman became the Company's Non-executive Chairman,
and on the same date both J Liwosz and M Johnson resigned as Directors of the
Company.
On 15 August 2007 M Nolan resigned as Chief Executive Officer of the Company.
On 22 August 2007, B Gibbs and P Maddocks were appointed Executive Directors of
the Company.
On 2 October 2007, D Hall, M Burchell and G Moore resigned as Non-executive
Directors of the Company and, on the same date, M Neville resigned as
Non-executive Chairman to be replaced as Executive Chairman by P Maddocks.
Also on 2 October 2007, P Gardener was appointed as Non-executive Director of
the Company.
On 26 November 2007, J King was appointed Chief Executive Officer of the
Company.
On 21 December 2007 B Gibbs resigned as Executive Director and D Barrett was
appointed Executive Financial Director.
On 7 March 2008, A Mooney resigned as Company Secretary to be replaced by D
Barrett.
As none of the current Directors of the Company are resident in the State, the
Company has in place an insurance bond with HCC International Insurance Company
Plc as is required by the Companies (Amendment) (No.2) Act, 1999.
BOARD OF DIRECTORS
Peter Maddocks - Executive Chairman
Peter Edwin Maddocks, aged 51, is a chartered accountant with over 20 years
experience in finance, planning and control roles in the retail, corporate and
private banking sectors. He is also an experienced UK and US executive board
member and is currently on the boards of a number of public and private
companies.
Jon King - Chief Executive Officer
Jon King aged 51 has 25 years experience in the oil and gas industry having
formerly worked as a Senior Vice President with Bredero Price Group, a leading
pipeline company with relationships with international oil companies.
Denis Barrett - Executive Financial Director and Company Secretary
Denis Barrett, aged 53, is a chartered accountant who spent most of his career
with Shell, where he has worked on a wide range of international assignments and
latterly as Corporate M & A Manager with Shell International E&P, Netherlands,
where his responsibilities included the evaluation of corporate acquisition
targets and the execution of acquisition projects. He is also experienced in the
financial control and management of large scale oil and gas operations.
Peter Gardener - Non-Executive Director
Peter Gardener, aged 58, has held various senior executive positions over the
past ten years as Chief Executive and General Manager. His primary skills are in
executing and implementing defined strategies and building global operations in
a number of industry sectors.
DIRECTORS' AND SECRETARY'S INTERESTS
The interests (all of which were beneficially held) of the Directors and the
Secretary, their spouses and minor children, in the share capital of the Company
and its subsidiaries are as follows:
Shares Options
-------------- ------------------------------------ -----------------------------------------------------
Ord. shares Ord. shares Ord. shares Ord. shares
of EUR 0.01 each of EUR 0.01 each of EUR 0.01 of EUR 0.01 each
31 Dec 2007 31 Dec 2006 each 31 Dec 2006
31 Dec 2007 Exercise Price
-------------- ------------------ ----------------- -------------- -------------------- -----------------
-------------- ------------------ ----------------- -------------- -------------------- -----------------
P Maddocks - - 1,844,160 - £0.10
-------------- ------------------ ----------------- -------------- -------------------- -----------------
-------------- ------------------ ----------------- -------------- -------------------- -----------------
J King - - 1,844,160 - £0.10
-------------- ------------------ ----------------- -------------- -------------------- -----------------
-------------- ------------------ ----------------- -------------- -------------------- -----------------
D Barrett - - 1,844,160 - £0.10
-------------- ------------------ ----------------- -------------- -------------------- -----------------
-------------- ------------------ ----------------- -------------- -------------------- -----------------
P Gardener - - 1,844,160 - £0.10
-------------- ------------------ ----------------- -------------- -------------------- -----------------
-------------- ------------------ ----------------- -------------- -------------------- -----------------
A Mooney 25,000 25,000 500,000 500,000 EUR 0.10
-------------- ------------------ ----------------- -------------- -------------------- -----------------
The total number of options exercisable in the above table at 31 December 2007
was 500,000 (2006: 4,500,000). The expiry date of all options is 22 March 2013.
These options all relate to A. Mooney.
All of the other options were granted on 15th December 2007. These options shall
be exercisable at any time after 1 January 2009 but no later than 31 December
2010.
DIRECTORS REMUNERATION
The Company remunerates the Directors at a level commensurate with the size of
the Company and the experience of its Directors; in this regard the Company has
a Remuneration Committee, details of which are below under Corporate Governance.
The Directors' total remuneration for the 12-month period ended 31 December 2007
was US$1,797,000. Details of remuneration to individual Directors who served
during the year are detailed below (all amounts are in US$'000):
Directors
---------------------------- ---------------- ------------ ------------------- -------------- ---------
---------------------------- ---------------- ------------ ------------------- -------------- ---------
Salary & Fees Share-based Compensation Total Total
Payments for loss of office 2007 2006
---------------------------- ---------------- ------------ ------------------- -------------- ---------
US$'000 US$'000 US$'000 US$'000 US$'000
---------------------------- ---------------- ------------ ------------------- -------------- ---------
---------------------------- ---------------- ------------ ------------------- -------------- ---------
M Neville (resigned) 217 104 395 716 250
---------------------------- ---------------- ------------ ------------------- -------------- ---------
M Nolan (resigned) 213 138 510 861 790
---------------------------- ---------------- ------------ ------------------- -------------- ---------
J King* 67 - - 67 -
---------------------------- ---------------- ------------ ------------------- -------------- ---------
B Gibbs (resigned) - - 57 57 -
---------------------------- ---------------- ------------ ------------------- -------------- ---------
P Maddocks* 39 - - 39 -
---------------------------- ---------------- ------------ ------------------- -------------- ---------
D Hall (resigned) 12 - 16 28 85
---------------------------- ---------------- ------------ ------------------- -------------- ---------
J Liwosz (resigned) 1 - 16 17 27
---------------------------- ---------------- ------------ ------------------- -------------- ---------
P Gardener* 12 - - 12 -
---------------------------- ---------------- ------------ ------------------- -------------- ---------
D. Barrett* - - - - -
---------------------------- ---------------- ------------ ------------------- -------------- ---------
Included in other payments are benefits in kind, bonuses and compensation for
termination of contract and other termination payments.
In addition to the above remuneration, share options were issued to M Nolan
(2,000,000) and M Neville (1,500,000) during the year. The exercise price of
these options is EUR 0.10 with 1,166,667 exercisable at year end. Of the
remaining 2,333,333, 1,666,667 become exercisable in 2008 and 666,666 in 2009.
The expiry date of all options is 22 March 2013.
On 15 December 2007, an option to purchase up to 1,844,160 shares was granted to
each of the following directors P. Maddocks, J. King, D. Barrett and P.
Gardener. The exercise price of these options is STG£0.10.
* Under service agreements dated 15 December 2007 between each of these
Directors and the Company, the Company is required to give 12 months notice of
termination of employment. The total annual salary payable under these
agreements is US$1,396,000 prior to the payment of any bonus.
Also as part of these service agreements, each of these Directors has agreed
that a proportion of their salary and payment for services shall be deferred for
the first six months of this agreement. The Directors may elect at their sole
discretion to extend or shorten this period. As consideration for deferring part
of their salary and payment for services, the Directors shall be entitled to
receive a premium equivalent to 100% of the value of the deferred element of
their salary and payment for services which shall be payable after six months.
If the Directors and the Company agree to a further period of deferred payment,
the deferred payment and the premium will be payable six months thereafter or
when either the Company and/or the Directors decide that the deferred salary
period should end. The premium payable under these agreements shall be paid by
the issue and allotment of new shares in the Company at an issue price
equivalent to the average mid market price of the previous ten days. The
Directors may also elect in their sole discretion to be issued and allotted new
shares in the Company at an issue price equivalent to the average mid market
price of the previous ten days in lieu of the cash in relation to all or part of
deferred payment.
CORPORATE GOVERNANCE
The Combined Code
This report has been prepared by reference to The Combined Code on Corporate
Governance 2003 ("Combined Code") as applicable to smaller companies.
Audit Committee
The Board intends to establish an Audit Committee that will consist of the
Chairman and one other non-executive director. The committee's role will be to
examine and review internal controls, compliance, financial accounting policies
and practices and general matters brought to its attention by both the Group's
financial management and external auditors.
Remuneration Committee
In determining the remuneration of the Executive Directors, the Board considers
the relevant provisions of the Combined Code. During 2007 the Remuneration
Committee comprised M Johnson, and J Liwosz, whom upon their retirement from the
Board in February 2007, were replaced by M Burchell and G Moore, who were in
turn replaced upon their retirement from the Board in October 2007 by Peter
Gardener (Non-executive Director). The Remuneration Committee seeks to offer
remuneration packages that reflect current market conditions and that will
attract, retain and motivate executives of ability to ensure the Group achieves
its objectives.
Internal Control
The Board has overall responsibility for ensuring that the Group maintains a
system of internal control to provide it with reasonable assurance regarding the
reliability of financial information used within the business and for
publication and that assets are safeguarded.
RISKS AND UNCERTAINTIES
The realisation of expenditure incurred on natural resource exploration and
development projects is dependent on the successful development of economic
reserves, together with the Group's ability to raise sufficient funds to develop
the projects.
Other significant potential risks include: price fluctuation on natural
resources, foreign exchange risks, and political and legal risks.
GOING CONCERN
The Directors have reviewed the Group's finances and are satisfied that the
Group and the Company have adequate resources to continue in operational
existence, at the projected level of activity, for the foreseeable future. On
this basis they consider it appropriate to prepare the financial statements on
the going concern basis.
POLITICAL CONTRIBUTIONS
There were no political contributions that require disclosure under the
Electoral Act, 1997.
ENVIRONMENT AND SOCIAL RESPONSIBILITY
Minmet's policy is to conduct activities in an environmentally responsible
manner and to minimise disturbance to the communities in which we operate. Our
overall objective is to develop our business whilst having full regard to the
environment and taking into account the views of all affected interests.
We are committed to being ethical and responsible members of the communities in
which we operate and to being fair to our employees who we recognise are
entitled to work in a positive environment with equal opportunities and absence
of discrimination.
POST BALANCE SHEET EVENTS
Post balance sheet events of note are identified and discussed in Note 30 to the
financial statements - Events after the Balance Sheet Date.
BOOKS OF ACCOUNT
The measures that the Directors have taken to ensure compliance with Section 202
of the Companies Act, 1990, include the employment of appropriately qualified
accounting personnel and the maintenance of computerised accounting systems. The
Company's books of account are maintained at the Company's registered office.
PAYMENTS TO SUPPLIERS
The Group's policy is to agree terms and conditions with suppliers in advance;
payment is then made in accordance with the agreement provided the supplier has
met the terms and conditions.
CLOSE COMPANY STATUS
So far as the Directors are aware, the Company is not a close company within the
meaning of the Taxes Consolidation Act, 1997.
INTERNATIONAL FINANCIAL REPORTING STANDARDS
For all periods up to and including the year ended 31 December 2006, the Group
prepared its financial statements in accordance with Irish Generally Accepted
Accounting Practice (Irish GAAP). These financial statements are the first that
the Group has prepared in accordance with International Financial Reporting
Standards ("IFRS"), as adopted for use in the European Union.
AUDITORS
The auditors, Deloitte & Touche, Chartered Accountants, continue in office in
accordance with Section 160(2) of the Companies Act, 1963.
Signed on behalf of the Board:
Peter Maddocks Jon King
Chairman Chief Executive Officer
26 June 2008
MINMET PLC
-------------------------------------------------------------------------- -------------------
CONSOLIDATED INCOME STATEMENT
-------------------------------------------------------------------------- -------------------
FOR THE YEAR ENDED 31 DECEMBER 2007
-------------------------------------------------------------------------- -------------------
2007 2006
-------------------------------------------------------=======================================
US$'000 US$'000
-------------------------------------------------------------------------- -------------------
Continuing Operations
-------------------------------------------------------------------------- -------------------
Revenue 11 5
-------------------------------------------------------------------------- -------------------
Cost of sales - -
-------------------------------------------------------------------------- -------------------
-------------------------------------------------------=======================================
Gross profit 11 5
-------------------------------------------------------------------------- -------------------
-------------------------------------------------------------------------- -------------------
Investment revenue 405 115
-------------------------------------------------------------------------- -------------------
Impairment of exploration and evaluation assets (1,428) (5,575)
-------------------------------------------------------------------------- -------------------
Other gains and losses 12,103 3,086
-------------------------------------------------------------------------- -------------------
Administration expenses (3,534) (3,381)
-------------------------------------------------------------------------- -------------------
-------------------------------------------------------=======================================
Profit/ (Loss) before tax 7,557 (5,750)
-------------------------------------------------------------------------- -------------------
-------------------------------------------------------------------------- -------------------
Income tax expense - -
-------------------------------------------------------------------------- -------------------
-------------------------------------------------------=======================================
Profit/ (Loss) for the year from continuing
operations 7,557 (5,750)
-------------------------------------------------------------------------- -------------------
-------------------------------------------------------------------------- -------------------
Discontinued operation
-------------------------------------------------------------------------- -------------------
(Loss)/ Profit after tax for the year from a
discontinued operation (1,636) 759
-------------------------------------------------------------------------- -------------------
-------------------------------------------------------=======================================
PROFIT/ (LOSS) FOR THE YEAR 5,921 (4,991)
-------------------------------------------------------=======================================
-------------------------------------------------------------------------- -------------------
-------------------------------------------------------------------------- -------------------
Attributable to:
-------------------------------------------------------------------------- -------------------
Equity holders of the parent 5,921 (4,991)
-------------------------------------------------------------------------- -------------------
-------------------------------------------------------------------------- -------------------
Earnings per share
-------------------------------------------------------------------------- -------------------
Basic, for profit/ (loss) for the year
attributable to ordinary equity
holders of the parent (cents per share) 6.70 (7.19)
-------------------------------------------------------------------------- -------------------
-------------------------------------------------------------------------- -------------------
Diluted, for profit/ (loss) for the year
attributable to ordinary equity
holders of the parent (cents per share) 6.38 (7.19)
-------------------------------------------------------------------------- -------------------
-------------------------------------------------------------------------- -------------------
Earning per share for continuing operations
-------------------------------------------------------------------------- -------------------
Basic, for profit/ (loss) from continuing
operations attributable to
ordinary equity holders of the parent (cents per
share) 8.55 (8.28)
-------------------------------------------------------------------------- -------------------
-------------------------------------------------------------------------- -------------------
Diluted, for profit/ (loss) from continuing
operations attributable to
ordinary equity holders of the parent (cents per
share) 8.15 (8.28)
-------------------------------------------------------------------------- -------------------
Peter Maddocks Jon King
Chairman Chief Executive Officer
MINMET PLC
------------------------------ --------------------------- -------------------
CONSOLIDATED BALANCE SHEET
------------------------------ --------------------------- -------------------
AS AT 31 DECEMBER 2007
------------------------------ --------------------------- -------------------
2007 2006
------------------------------ --------------------------- -------------------
------------------------------ =========================== ===================
US$'000 US$'000
------------------------------ --------------------------- -------------------
ASSETS
------------------------------ --------------------------- -------------------
Non-current assets
------------------------------ --------------------------- -------------------
Property, plant and equipment 10 9,725
------------------------------ --------------------------- -------------------
Intangible assets 21,305 3,506
------------------------------ --------------------------- -------------------
------------------------------ =========================== ===================
21,315 13,231
------------------------------ --------------------------- -------------------
------------------------------ =========================== ===================
------------------------------ --------------------------- -------------------
Current Assets
------------------------------ --------------------------- -------------------
Available-for-sale investments 8,998 14,693
------------------------------ --------------------------- -------------------
Inventories - 1,017
------------------------------ --------------------------- -------------------
Trade and other receivables 12 1,456
------------------------------ --------------------------- -------------------
Cash and cash equivalents 3,626 3,068
------------------------------ --------------------------- -------------------
------------------------------ =========================== ===================
12,636 20,234
------------------------------ --------------------------- -------------------
------------------------------ =========================== ===================
------------------------------ --------------------------- -------------------
TOTAL ASSETS 33,951 33,465
------------------------------ --------------------------- -------------------
------------------------------ =========================== ===================
EQUITY AND LIABILITIES
------------------------------ --------------------------- -------------------
Equity attributable to equity
holders of the parent
------------------------------ --------------------------- -------------------
Issued capital 18,821 18,522
------------------------------ --------------------------- -------------------
Share premium 43,276 37,584
------------------------------ --------------------------- -------------------
Other reserves 4,622 8,424
------------------------------ --------------------------- -------------------
Retained earnings (33,320) (39,241)
------------------------------ --------------------------- -------------------
------------------------------ =========================== ===================
Total equity 33,399 25,289
------------------------------ --------------------------- -------------------
------------------------------ =========================== ===================
------------------------------ --------------------------- -------------------
Non-current liabilities
------------------------------ =========================== ===================
Provisions - 1,895
------------------------------ --------------------------- -------------------
------------------------------ =========================== ===================
------------------------------ --------------------------- -------------------
Current liabilities
------------------------------ --------------------------- -------------------
Trade and other payables 552 6,281
------------------------------ --------------------------- -------------------
------------------------------ =========================== ===================
Total liabilities 552 8,176
------------------------------ --------------------------- -------------------
------------------------------ =========================== ===================
------------------------------ --------------------------- -------------------
------------------------------ =========================== ===================
TOTAL EQUITY AND LIABILITIES 33,951 33,465
------------------------------ --------------------------- -------------------
------------------------------ =========================== ===================
The financial statements were approved by the Board of Directors on 26 June 2008
and signed on its behalf by:
Peter Maddocks Jon King
Chairman Chief Executive Officer
MINMET PLC
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
-----------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED 31 DECEMBER 2007
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Attributable to equity holders of the parent
------------------------- ================================================================================
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Issued Share Other Retained Total
capital premium reserves earnings equity
US$'000 US$'000 US$'000 US$'000 US$'000
------------------------- -------------- ---------------- --------------- ---------------- ---------------
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Balance at 1 January 2006 18,369 37,537 539 (34,250) 22,195
------------------------- -------------- ---------------- --------------- ---------------- ---------------
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Changes in equity for
2006
------------------------- -------------- ---------------- --------------- ---------------- ---------------
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Issue of shares 153 47 - - 200
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Retained loss for the
year - - - (4,991) (4,991)
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Unrealised gains on
investments - - 5,246 - 5,246
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Translation adjustment - - 2,427 - 2,427
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Share-based payments - - 212 - 212
------------------------- -------------- ---------------- --------------- ---------------- ---------------
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Balance at 31 December
2006 18,522 37,584 8,424 (39,241) 25,289
------------------------- ================================================================================
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Changes in equity for
2007
------------------------- -------------- ---------------- --------------- ---------------- ---------------
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Issue of shares 299 5,692 - - 5,991
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Retained profit for the
year - - - 5,921 5,921
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Unrealised gains on
investments - - 2,228 - 2,228
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Gain transferred to
income statement
on sale of investment - - (4,359) - (4,359)
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Translation adjustment - - (1,955) - (1,955)
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Share-based payments - - 284 - 284
------------------------- -------------- ---------------- --------------- ---------------- ---------------
------------------------- -------------- ---------------- --------------- ---------------- ---------------
Balance at 31 December
2007 18,821 43,276 4,622 (33,320) 33,399
------------------------- ================================================================================
MINMET PLC
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
CONSOLIDATED CASH FLOW STATEMENT
------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED 31 DECEMBER 2007
------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------- ------------
2007 2006
----------------------------------------------------------------------------------------------- ------------
----------------------------------------------------------------------------------------------- ------------
US$'000 US$'000
----------------------------------------------------------------------------------------------- ------------
Operating activities
----------------------------------------------------------------------------------------------- ------------
Profit/ (Loss) before tax from continuing operations 7,557 (5,750)
----------------------------------------------------------------------------------------------- ------------
Loss/ (Profit) before tax from discontinued operations (1,636) 759
----------------------------------------------------------------------------------------------- ------------
----------------------------------------------------------------------------------------------- ------------
Profit/ (Loss) before tax 5,921 (4,991)
----------------------------------------------------------------------------------------------- ------------
Adjustment to reconcile profit/ (loss) before tax to net cash flows
----------------------------------------------------------------------------------------------- ------------
Depreciation 806 635
----------------------------------------------------------------------------------------------- ------------
Share-based payment expense 284 212
----------------------------------------------------------------------------------------------- ------------
Loss on discontinued operations 3,009 -
----------------------------------------------------------------------------------------------- ------------
Gain on disposal of tangible assets - (795)
----------------------------------------------------------------------------------------------- ------------
Gain on disposal of investments (11,939) (2,291)
----------------------------------------------------------------------------------------------- ------------
Net foreign exchange gain 168 -
----------------------------------------------------------------------------------------------- ------------
Amortisation and impairment of intangible fixed assets 1,522 5,771
----------------------------------------------------------------------------------------------- ------------
Interest income (405) (107)
----------------------------------------------------------------------------------------------- ------------
Interest expense 205 -
----------------------------------------------------------------------------------------------- ------------
Movement in provisions - 255
----------------------------------------------------------------------------------------------- ------------
Working capital adjustments:
----------------------------------------------------------------------------------------------- ------------
Increase in trade and other receivables (1,444) 385
----------------------------------------------------------------------------------------------- ------------
Increase in inventories (1,017) (173)
----------------------------------------------------------------------------------------------- ------------
Decrease in trade and other payables 5,729 4,363
----------------------------------------------------------------------------------------------- ------------
Income tax paid - -
----------------------------------------------------------------------------------------------- ------------
----------------------------------------------------------------------------------------------- ------------
Net cash flows from operating activities 2,839 3,264
----------------------------------------------------------------------------------------------- ------------
----------------------------------------------------------------------------------------------- ------------
----------------------------------------------------------------------------------------------- ------------
Investing activities
----------------------------------------------------------------------------------------------- ------------
Purchase of property, plant and equipment (1,339) (4,412)
----------------------------------------------------------------------------------------------- ------------
Purchase of available-for-sale investments (4,931) (5,480)
----------------------------------------------------------------------------------------------- ------------
Proceeds from available-for-sale investments 20,773 1,228
----------------------------------------------------------------------------------------------- ------------
Purchase of intangible assets (17,522) (246)
----------------------------------------------------------------------------------------------- ------------
Proceeds from disposal of business (265) -
----------------------------------------------------------------------------------------------- ------------
Interest paid (205) -
----------------------------------------------------------------------------------------------- ------------
Interest received 405 107
----------------------------------------------------------------------------------------------- ------------
----------------------------------------------------------------------------------------------- ------------
Net cash flows used in investing activities (3,084) (8,803)
----------------------------------------------------------------------------------------------- ------------
----------------------------------------------------------------------------------------------- ------------
----------------------------------------------------------------------------------------------- ------------
Net increase (245) (5,539)
----------------------------------------------------------------------------------------------- ------------
Effect of exchange rate changes on cash held in foreign currencies 803 3,453
----------------------------------------------------------------------------------------------- ------------
Cash and cash equivalents at the beginning of the year 3,068 5,154
----------------------------------------------------------------------------------------------- ------------
----------------------------------------------------------------------------------------------- ------------
Cash and cash equivalents at the year end 3,626 3,068
--------------------------------------------------------------------------------============================
BACKGROUND
Minmet plc ("Minmet" or the "Company") and its subsidiary undertakings (the
"Group") are involved in the development of Oil and Gas Exploration and
Production projects and also hold mining and mineral interests. During the year
the Group disposed of its production facility in Björkdal. The Company is a
public limited company incorporated in the Republic of Ireland under the
Companies Acts, 1963 to 2006. The Company operates on a worldwide basis and its
ordinary shares are traded on; the Alternative Investment Market of the London
Stock Exchange (MNT.L), the Norwegian Over-the counter market (MINT) and on the
Börse Berlin AG (MJX1).The nature of the Group's operations and its principal
activities are set out in the Directors' Report.
STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION
For all periods up to and including the year ended 31 December 2006, the Group
prepared its financial statements in accordance with Irish Generally Accepted
Accounting Practice (Irish GAAP). These financial statements are the first that
the Group has prepared in accordance with International Financial Reporting
Standards ("IFRSs"), as adopted for use in the European Union. Furthermore the
Group's financial statements comply with Article 4 of the IAS Regulations and in
accordance with the Companies Acts, 1963 to 2006.
The financial statements are prepared under the historical cost convention
modified by the inclusion of certain items at fair value, as stated in the
accounting policies.
This preliminary statement is not the Company's statutory accounts. The
statutory accounts for the year ended 31 December 2007 have been approved by the
directors and have received an unqualified audit opinion that does emphasise
certain matters relating to going concern and recoverability of intangible
assets. The full Annual Report 2007 of the Company is available on the Minmet
plc website www.minmet.ie
-Ends-
For further enquiries:
Minmet plc +44 (0) 20 7857 221
Peter Maddocks, Chairman
Jon King, Chief Executive
College Hill, Public Relations +44 (0) 20 7457 2020
Nick Elwes
Paddy Blewer
Nabarro Wells & Co. Limited (Nominated Adviser) +44 (0) 20 7634 4705
Robert Lo
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