ADVFN Logo

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for alerts Register for real-time alerts, custom portfolio, and market movers

CGO Contango Holdings Plc

1.41
-0.29 (-17.06%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Contango Holdings Plc LSE:CGO London Ordinary Share GB00BF0F5X78 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.29 -17.06% 1.41 1.40 1.60 1.65 1.50 1.65 524,980 16:35:06
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Business Consulting Svcs,nec 0 -6.71M -0.0142 -1.06 7.09M

Contango Holdings PLC Final Results (7374A)

13/09/2018 4:00pm

UK Regulatory


Contango (LSE:CGO)
Historical Stock Chart


From Mar 2019 to Mar 2024

Click Here for more Contango Charts.

TIDMCGO

RNS Number : 7374A

Contango Holdings PLC

13 September 2018

Contango Holdings Plc / Index: LSE / Epic: CGO / Sector: Natural Resources

13 September 2018

Contango Holdings Plc

("Contango" or "the Company")

Final Results

Contango Holdings Plc, a London listed natural resources company, is pleased to present its final results for the year ended 31 May 2018.

Highlights:

   --     Listed on the standard list of the London Stock Exchange on 1 November 2017 ("IPO") 

-- The Company raised a total of GBP1 million prior and during the IPO, for the purposes of identifying a and acquiring a natural resources business or project

-- Entered into a Memorandum of Understanding ("MOU") on 22 December 2017 to acquire an interest in a near term producing asset in Zimbabwe from Consolidated Growth Holdings

   --     The Company is currently undertaking due diligence on the asset 

A copy of the Annual Report and Financial Statements for the year ended 31 May 2018 will be made available shortly on the Company's website at www.contango-holdings-plc.co.uk.

Statement from the Chairman

Dear Shareholder,

We have pleasure in presenting the financial statements for the year end 31 May 2018 and to provide you with a summary of our first full year of operation.

Operating Review

Our first year has been one of considerable activity, with the Company's Initial Public Offering ("IPO") on the Standard List of the Main Board of the London Stock Exchange in November 2017 proving one of the key highlights. The Company was able to successfully raise capital through a pre-IPO financing round, which was subsequently followed up by a capital raise of GBP763,500 in the IPO. In total the Company raised a little over GBP1 million, which in turn provided the platform to review a number of projects in the natural resources sector with the intent of identifying undervalued and capital starved projects that fulfilled the investment criteria we set out during the time of the IPO.

In December 2017, we notified our shareholders that we had entered into a Memorandum of understanding with Consolidated Growth Holdings to acquire a mining asset in Zimbabwe. Through its broad network of relationships, the Board had previously reviewed a series of projects before deciding on the identified transaction, believing it has the potential to offer significant value to all Contango shareholders. Moreover, given the recent changes in the political climate in Zimbabwe the Board is of the opinion that future opportunities in the country may also become available to complement the existing proposed acquisition, which is focusing on a near-term production.

The nature of the transaction constituted a Reverse Takeover and our shares were subsequently suspended pending the publication of a new prospectus. The Company and its advisers are now progressing the transaction through the final due diligence and documentation phases and look forward to updating the shareholders in due course.

Financial

Funding

The Company is funded through investment from its Shareholders. During the year, the Company successfully completed its Standard Listing IPO onto the London Stock Exchange, raising GBP1.06million before costs over the year.

Revenue

The Company has generated no revenue during the year, however is focussing on acquisition targets that will ultimately generate revenue for the Company.

Expenditure

Since completing the successful listing during the year, the Company has continued to maintain low ongoing overheads, ensuring that the spending of any monies has been dedicated towards the transaction costs related to the transaction noted above.

Liquidity, cash and cash equivalents

At 31 May 2018, the Company held GBP637,558 (2017: GBP51,750), which is all denominated in pounds sterling.

Dividend

The Directors do not intend to declare a dividend in respect of the period under review.

Outlook

The mining sector has generally continued to improve with the capital markets more accessible and there has been a notable rise in merger and acquisition activity by major and mid-tier companies seeking new opportunities.

Against this background of recovery in the sector and increasing appetite for risk, Contango has remained diligent in its objective of acquiring a robust mining project, that can weather the commodity cycle and deliver value for its shareholders. On 22 December 2017 the Directors of the Company were pleased to enter into a Memorandum of Understanding with regards to the possible acquisition of Consolidated Growth Holdings Limited's interest in a near-term producing mining asset in Zimbabwe ('Proposed Acquisition'). The Proposed Acquisition is conditional on the completion of legal due diligence and re-admission of the enlarged entity on the Main Market.

The headline terms of the Memorandum of understanding propose for transaction to take place at 5 pence per share, representing a 33% premium to the mid-market share price of Contango at time of suspension and a 66% premium to the IPO price.

The Proposed Acquisition, if completed, would constitute a reverse takeover under the Listing Rules. As the Company is currently unable to provide a full disclosure under Listing Rule 5.6.15, it has requested a suspension of listing in its shares whilst negotiations proceed.

Whilst the board is resolute in its efforts to execute this acquisition, documentation and due diligence is still underway and accordingly, the Board cannot at this stage guarantee its completion.

Brian McMaster

Executive Chairman

13 September 2018

For further information, please visit www.contango-holdings-plc.co.uk or contact:

 
 Contango Holdings plc                             E: info@contango-holdings-plc.co.uk 
 
 Brandon Hill Capital Limited                                   T: +44 (0)20 3463 5000 
  Financial Adviser & Broker 
  Jonathan Evans 
 
 St Brides Partners Ltd                                         T: +44 (0)20 7236 1177 
  Financial PR & Investor Relations 
  Susie Geliher 
 

Statements of comprehensive income

For the year ended 31 May 2018

 
                                                                                        Period ended 
                                                                            Year ended   31 May 2017 
                                                                           31 May 2018 
                                                                  Notes            GBP           GBP 
 
Administrative fees and other expenses                            4          (326,676)             - 
                                                                         -------------  ------------ 
Operating loss                                                               (326,676)             - 
 
Finance revenue                                                                      -             - 
Finance expense                                                                      -             - 
                                                                         -------------  ------------ 
Loss before tax                                                              (326,676)             - 
 
Income tax                                                                           -             - 
 
Loss for the period and total comprehensive loss for the period              (326,676)             - 
                                                                         -------------  ------------ 
 
Basic and diluted loss per Ordinary Share (pence)                 5             (1.00)             - 
 

The notes to the financial statements form an integral part of these financial statements.

Statements of financial position

For the year ended 31 May 2018

 
                                           As at         As at 
                            Notes    31 May 2018   31 May 2017 
                                             GBP           GBP 
Current assets 
Other receivables             9           12,188        17,000 
Cash and cash equivalents    10          637,558        51,750 
Total current assets                     649,746        68,750 
 
 
Current liabilities 
Trade and other payables     11           93,070        68,749 
                                    ------------  ------------ 
Total current liabilities                 93,070        68,749 
 
Net assets                               556,676             - 
                                    ------------  ------------ 
 
Equity 
Share capital                 7          429,500             1 
Share premium                 7          368,978             - 
Warrant reserve               7           84,874             - 
Retained earnings             7        (326,676)             - 
                                    ------------  ------------ 
Total equity                             556,676             1 
                                    ------------  ------------ 
 
 

The notes to the financial statements form an integral part of these financial statements.

Statements of changes in equity

For the year ended 31 May 2018

 
                                                                              Warrant                         Total 
                                               Share Capital  Share premium   Reserve  Retained earnings     Equity 
                                                         GBP            GBP                          GBP        GBP 
Comprehensive income for the period 
Loss for the period                                        -              -         -                  -          - 
                                               -------------  -------------  --------  -----------------  --------- 
 
Total Comprehensive Loss for the period                    -              -         -                  -          - 
                                               -------------  -------------  --------  -----------------  --------- 
Transactions with owners 
Shares issued on incorporation                             1              -         -                  -          1 
Balance as at 31 May 2017                                  1              -                            -          1 
Loss for the year                                          -              -         -          (326,676)  (326,676) 
 
Ordinary Shares and warrants issued (note 7)         429,499        549,126    84,874                  -  1,063,499 
Ordinary Share issue costs (note 7)                        -      (180,148)         -                  -  (180,148) 
                                               -------------  ------------- 
Balance as at 31 May 2018                            429,500        368,978    84,874          (326,676)    556,676 
                                               -------------  -------------  --------  -----------------  --------- 
 

The notes to the financial statements form an integral part of these financial statements.

Statements of cash flows

For the year ended 31 May 2018

 
 
                                                                        Year ended  Period ended 
                                                              Notes    31 May 2018   31 May 2017 
                                                                               GBP           GBP 
Operating activities 
Loss after tax                                                           (326,676)             - 
 
Changes in working capital 
(Increase)/decrease in trade and other receivables                           4,812      (17,000) 
(Decrease) in trade and other payables                                      24,320        68,749 
                                                                     -------------  ------------ 
Net cash inflows/(outflows) flows from operating activities              (297,544)        51,749 
 
Financing activities 
Ordinary Shares issued (net of issue costs)                     7          883,352             1 
                                                                     -------------  ------------ 
Net cash flows from financing activities                                   883,352             - 
 
Increase in cash and short-term deposits                                   585,808        51,750 
 
Cash and short-term deposits as at the start of the period                  51,750             - 
 
Cash and short-term deposits at the end of the period                      637,558        51,750 
                                                                     -------------  ------------ 
 

The notes to the financial statements form an integral part of these financial statements.

Notes to the Financial Statements

For the year ended 31 May 2018

   1          General information 

The Company was incorporated in England under the Laws of England and Wales with registered number 10186111 on 18 May 2016. All of the Company's Ordinary Shares were admitted to the London Stock Exchange's Main Market and commenced trading on 1 November 2017. The company was re-registered as a public company under Companies Act 2006 on 1 June 2017, by the name Contango Holdings plc.

The Company's focus is to identify, acquire and scale projects focused on mining. At present, the Company is looking to reverse a mining business into the Company. The Company had no employees during the period other than the Directors.

   2          Summary of Significant Accounting Policies 

The Board has reviewed the accounting policies set out below and considers them to be the most appropriate to the Company's business activities.

a) Basis of Preparation

The Company Financial Information has been prepared in accordance with and comply with IFRS as adopted by the European Union, International Financial Reporting Interpretations Committee interpretations and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified for financial assets carried at fair value.

The financial information of the company is presented in British Pound Sterling ("GBP").

b) Going concern

The Company is an investment company, and currently has no income stream until a suitable acquisition is identified, it is therefore dependent on its cash reserves to fund ongoing costs.

The Directors have reviewed the Company's ongoing activities including its future intentions in respect of acquisitions and having regard to the Company's existing working capital position and its ability to potentially raise finance, if required, the Directors are of the opinion that the Company has adequate resources to enable it to continue in existence for a period of at least 12 months from the date of the approval of these financial statements.

c) Standards and interpretations issued but not yet applied

At the date of authorisation of this Document, the Directors have reviewed the accounting standards in issue by the International Accounting Standards Board and the International Financial Reporting Interpretations Committee, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company.

d) Comparative Figures

The comparative figures shown for 2017 cover the 13-month period from the date of incorporation to 31 May 2017.

e) Earnings per share

The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share are calculated by dividing the profit or loss attributable to Shareholders by the weighted average number of Ordinary Shares outstanding during the period. Diluted earnings per share are calculated by adjusting the earnings and number of Ordinary Shares for the effects of dilutive potential Ordinary Shares.

f) Cash and cash equivalents

The Company considers any cash no short-term deposits and other short-term investments to be cash equivalents.

g) Taxation

The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax is provided for using the liability method on temporary timing differences at the balance sheet date between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised in full for all temporary differences. Deferred income tax assets are recognised for all deductible temporary differences carried forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and carry-forward of unused tax credits and unused losses can be utilised. The carrying amount of deferred income tax assets is assessed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that is probable that future taxable profits will allow the deferred income tax asset to be recovered.

h) Financial Assets

Financial Assets within the scope of IAS 39 are classified as either:

   i.    Financial assets at fair value through profit and loss 
   ii.   Loans and receivables 

iii. Held-to-maturity investments

   iv.   Available-for-sale Financial assets 

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.

As at the balance sheet date, the company did not have any financial assets at fair value through profit or loss, and in the categories of held-to-maturity investments and available-for-financial assets.

i) Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Incremental cost directly attributable to the issue of ordinary shares, net of any tax effects, are recognised as a deduction from equity.

Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities measured at amortised cost.

Financial liabilities are classified as at fair value through profit or loss if the financial liability is either held for trading or it is designated as such upon initial recognition

Other financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.

Warrants

Warrants classified as equity are recorded at fair value as of the date of issuance on the Company's Balance Sheet and no further adjustments to their valuation are made. Management estimates the fair value of these liabilities using option pricing models and assumptions that are based on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for future financing, expected volatility, expected life, yield, and risk-free interest rate.

j) Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the company's obligations are discharged, cancelled or they expire.

k) Financial Risk Management Objectives and Policies

The Company's major financial instruments include bank balances, trade payables and accruals. Details of these financial instruments are disclosed in respective notes. The risks associated with these financial instruments, and the policies on how to mitigate these risks are set out below. The management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

Liquidity Risk - the Company raises funds as required on the basis of budgeted expenditure and inflows. When funds are sought, the Company balances the costs and benefits of equity and debt financing. When funds are received they are deposited with banks of high standing in order to obtain market interest rates.

   3          Critical accounting estimates and judgements 

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates to be reasonable.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company's nature of operations is to act as a special purpose acquisition company. This significantly reduces the level of estimates and assumptions required other than the allocation of joint costs between the issuing of equity and acquiring the exchange listing as part of the admission process. The Directors had regard to the number of shares issued on listing as a proportion of the total shares in issue after the listing. As the shares issued prior to the listing was 41% of the total shares listed, GBP180,648 was recognised in equity.

   4          Loss before taxation 
 
Loss before income tax is stated 
 after charging:                            Year         Period 
                                           ended          ended 
                                     31 May 2018    31 May 2017 
                                             GBP            GBP 
 
Directors' remuneration                   48,000              - 
 
 
Fee payable to the Company's              15,000              - 
 auditor for the audit of the 
 company's annual accounts 
 Fee payable to the Company's             28,650              - 
 auditor in respect of all other 
 services 
 
 

The Company did not employ any staff during the period under review other than the Directors. The Directors are the only members of key management and their remuneration related solely to short-term employee benefits.

   5          Loss per Ordinary Share 

The calculation of the basic and diluted loss per Ordinary Share is based on the following data:

 
                                                                                            Year ended  Period ended 
                                                                                           31 May 2018   31 May 2017 
Earnings 
Loss from continuing operations for the period attributable to the equity holders of the 
 Company                                                                                     (326,676)             - 
Number of Ordinary Shares 
 
Weighted average number of Ordinary Shares for the purpose of basic and diluted earnings 
 per 
 Ordinary Share (number)                                                                    32,596,294           100 
                                                                                          ------------  ------------ 
Basic and diluted loss per Ordinary Share (pence)                                               (1.00)             - 
                                                                                          ------------  ------------ 
 

There are no potentially dilutive Ordinary Shares in issue.

The number of ordinary shares as at period ended 31 May 2017, were subdivided into 100 1p shares on 1 June 2017.

   6          Income tax 

Corporation tax is calculated at 19% of the estimated taxable loss for the period.

The charge for the period can be reconciled to the loss in the Statement of Comprehensive Income as follows:

 
                                                   Year ended  Period ended 
                                                  31 May 2018   31 May 2017 
                                                          GBP           GBP 
 
Loss before tax on continuing operations            (326,676)             - 
                                                 ============  ============ 
 
Tax at the UK corporation tax rate of 
 19%                                                 (62,068)             - 
Tax effect of expenses that are not deductible 
 in determining taxable profit                          9,120             - 
Deferred tax asset not recognised                      52,948 
Tax charge for the period                                   -             - 
                                                 ============  ============ 
 

The Company has accumulated tax losses of GBP278,676 (2017 - GBPnil). No deferred tax asset was recognised in respect of these accumulated tax losses as there is insufficient evidence that the amount will be recovered in future years.

   7          Share capital 
 
                                 Number      Share  Share premium  Warrants  Share issue  Total share 
                            of Ordinary    Capital                  Reserve        costs      capital 
                                 Shares 
                                 issued 
                              and fully 
                                   paid 
                                               GBP            GBP       GBP          GBP          GBP 
As at 18 and 31 
 May 2016                             1          -              -         -            -            - 
 
  GBP1 shares subdivided             99          -              -         -            - 
  into 100 1p shares 
 
 
 
 
 
Issue of Ordinary             4,999,900     50,000              -         -            -       50,000 
 Shares and Warrants 
 1 June 2017                 12,500,000    125,000         76,906    48,094            -      250,000 
 26 October 2017 
 1 November 2017             25,449,987    254,500        472,220    36,780    (180,148)      583,352 
 
As at 31 May 2018            42,949,987    429,500        549,126    84,874    (180,148)      883,352 
                           ------------  ---------  -------------  --------  -----------  ----------- 
 
 
 

The Ordinary Shares issued by the Company have par value of 1p each and each Ordinary Share carries one vote on a poll vote.

On incorporation on 18 May 2016, the Company issued 1 Ordinary Share issued to the Founders at par of GBP1. These were subdivided into 100 1p shares on 1(st) June 2017.

On 1 June 2017 the Company issued 4,999,999 Ordinary Shares at 1p, par value, each for cash consideration of GBP50,000.

On 26 October 2017 the Company issued 12,500,000 Ordinary Shares of 1p par value at 2p each for a cash consideration of GBP250,000.

On 1 November 2017 on admission to the Main Market of the London Stock Exchange, the Company issued 25,449,987 Ordinary Shares of 1p par value at 3p each for cash consideration of GBP763,500.

   8          Financial instruments 
 
                                        As at 31 May    As at 31 May 
                                                2018            2017 
                                                 GBP             GBP 
  Financial assets 
  Cash and cash equivalents                  637,558          51,750 
 
  Financial liabilities 
  At amortised cost                           93,070          68,749 
 
 

Financial liabilities held at amortised cost on 31 May 2018 were made up of trade and other payables of GBP48,000 (31 May 2017: GBPnil) and accruals of GBP45,070 (31 May 2017: GBP68,749).

   9          Other receivables 
 
                                  2018        2017 
                                   GBP         GBP 
            Prepayments         12,188      17,000 
                                12,188      17,000 
                          ============  ========== 
 
   10       Cash and Cash Equivalents 
 
                        2018        2017 
                         GBP         GBP 
Cash at Bank         637,558      51,750 
               =============  ========== 
 
   11        Trade and other payables 
 
                                                  2018        2017 
                                                   GBP         GBP 
Trade payables                                  48,000           - 
            Accruals and other payables         45,070      68,749 
                                                93,070      68,749 
                                          ============  ========== 
 
   12       Events after the reporting date 

There were no significant subsequent events.

   13       Related Party Transactions 

The four serving directors all purchased shares and received warrants in relation to those shares as disclosed on pages 11 and 12 in the Directors' Remuneration Report.

   14       Warrant Reserve 

The following information is relevant in the determination of the fair value of the warrants issued during the year on 26 October and 1 November 2017.

                           Option pricing model used                                                      Black-Scholes 

Price at grant date 3p

                           Outstanding Life of Warrants                                                                    1.4 

Expected Volatility 58.216%

Expected Dividend Yield -

Risk Free Interest Rate 0.73%

Calculation of volatility involves significant judgement by the Directors. Volatility number was estimated based on the range of 30-month end volatilities of the main market mining index.

The aggregate fair value related to the share warrants granted during the year has been allocated to share premium as share issue costs in the amount of GBP84,874 (2017 nil).

   15        Warrants 

During the year ended 31 May 2018 the Company issued the following warrants to subscribe for shares:

 
Warrant exercise       Number of warrants  Vesting Date  Expiry Date      Fair value 
 Price                            granted                              of individual 
                                                                              option 
GBP0.03                        18,666,667   26 Oct 2017  31 Oct 2019       GBP0.0026 
GBP0.05                        11,666,650    1 Nov 2017  31 Oct 2019       GBP0.0032 
Total granted during 
 the year                      30,333,317 
 

The weighted average fair value of each warrant granted during the year was GBP0.0028 (2017: nil).

No warrants have been exercised in the Company.

**ENDS**

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR SFSFLDFASEDU

(END) Dow Jones Newswires

September 13, 2018 11:00 ET (15:00 GMT)

1 Year Contango Chart

1 Year Contango Chart

1 Month Contango Chart

1 Month Contango Chart

Your Recent History

Delayed Upgrade Clock