Contango Holdings PLC Interim Results (2731G)

TIDMCGO

RNS Number : 2731G

Contango Holdings PLC

28 February 2018

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

28 February 2018

Contango Holdings Plc

("Contango" or "the Company")

Unaudited Interim Results

Contango Holdings Plc, a London listed natural resources company, is pleased to present its unaudited interim results for the six-month period ended 30 November 2017.

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

Post Balance Sheet Event

-- 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 

Statement from the Board

We have pleasure in presenting the condensed unaudited consolidated financial statements for Contango Holdings Plc for the six-month period to 30 November 2017.

Operating Review

The period to 30 November 2017 was dominated by the preparations for Contango's listing on the Standard List of the main market of the London Stock Exchange and the subsequent search for an acquisition that fitted with our investment strategy which was focused on identifying assets in the natural resources sector.

We were delighted with the completion of our IPO in November 2017 and by the strong level of support we received from investors. The Company successfully raised a total of GBP1 million before and during the IPO for the purposes of identifying and investing in natural resources opportunities. The support from our core investor base demonstrates both the appetite for natural resources and the quality of our management team. The Board has a deep level of experience across the natural resources sector.

Following our successful IPO, we have been dedicated to the search for projects for acquisition and investment. To that end we have entered into an exclusivity period with regards to the possible acquisition of Consolidated Growth Holdings interest in a near term producing asset in Zimbabwe. The Company is now undertaking due diligence on the asset during this period of exclusivity and will keep its shareholders updated at the appropriate time.

We believe that we have now seen the turning point in the natural resources industry and in particular for mining assets in Zimbabwe given the changing political environment in the country. We look forward to updating shareholders following our recent MOU.

Financial Review

For the half year to 30 November 2017, the Company reports a net loss of GBP29,449.

During the six-month period to 30 November 2017, the Company successfully completed its Standard Listing IPO onto the London Stock Exchange, raising GBP1m before costs.

Directors

The following directors have held office during the period:

Neal Griffith

Oliver Stansfield

Brian McMaster

Philip Richards

Corporate Governance

The UK Corporate Governance Code (September 2014) ("the Code"), as appended to the Listing Rules, sets out the Principles of Good Corporate Governance and Code Provisions which are applicable to listed companies incorporated in the United Kingdom. As a Standard Listed company, the Company is not subject to the UK Corporate Governance Code but the Board recognises the value of applying the principles of the code where appropriate and proportionate and has endeavoured to do so where practicable.

Responsibility Statement

The directors are responsible for preparing the Unaudited Interim Condensed Consolidated Financial Statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ("DTR") and with International Accounting Standard 34 on Interim Reporting ("IAS 34"). The directors confirm that, to the best of their knowledge, this condensed consolidated interim report has been prepared in accordance with IAS 34 as adopted by the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

-- An indication of important events that have occurred during the six months ended 30 November 2017 and their impact on the condensed consolidated financial statements for the period, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

-- Related party transactions that have taken place in the six months ended 30 November 2017 and that have materially affected the financial positon of the performance of the business during that period.

Outlook

We are currently advancing our due diligence on the asset and will update shareholders at the appropriate time. We are currently engaged with our advisers with the aim of completing a reverse takeover pending completion of the due diligence. At this stage we would estimate that newly enlarged entity will be admitted to trading on the standard list of the main market during Q2 2018.

On behalf of the board

Brian McMaster

Director

28 February 2018

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

 
 Contango Holdings plc                       E: [e-mail] 
 
 Brandon Hill Capital Limited                             T: [phone] 
  Financial Adviser & Broker 
  Jonathan Evans 
 
 St Brides Partners Ltd                                   T: [phone] 
  Financial PR & Investor 
  Relations 
  Susie Geliher / Charlotte 
  Page 
 

Unaudited Interim Statement of Comprehensive Income For the six months ended 30 November 2017

 
 
                                         Six months to 
                                  Notes    30 Nov 2017 
                                           (unaudited) 
 
                                                   GBP 
Revenue 
 
  Administrative expenses                     (29,449) 
 
Loss before taxation                          (29,449) 
 
 Income tax expense                 3                - 
 
Loss for the year                             (29,449) 
Other comprehensive 
 income / (loss) 
 
Total comprehensive 
 loss for the year attributable 
 to equity holders                            (29,449) 
 
 
  Loss per share attributable 
  to equity holders (pence)         4          (0.07)p 
 
 
 

The income statement has been prepared on the basis that all operations are continuing operations.

Unaudited Interim Statement of Financial

Position as at 30 November 2017

 
                                         30 Nov 
                                           2017 
                                    (unaudited) 
                             Notes          GBP 
 
Current assets 
Debtors                                  75,000 
Cash at bank and in hand                696,289 
                                    ----------- 
                                        771,289 
 
  Current liabilities 
  Trade and other payables               21,598 
                                    ----------- 
 
                                         21,598 
 
Net current assets                      749,691 
                                    ----------- 
Net assets                              749,691 
                                    =========== 
 
 
Equity 
Share capital                    3      429,500 
Share premium                    3      349,640 
Retained losses                        (29,449) 
                                    ----------- 
 
Equity attributable to 
 the owners of the parent               749,691 
                                    =========== 
 
 
 

Statements of changes in equity

For the six months ended 30 November 2017

 
                                           Share 
                               Share              Retained 
                                         Premium                TOTAL 
                             Capital                  Loss 
                                         Account 
                                 GBP         GBP       GBP        GBP 
Balance 1 June 2017                -           -         -          - 
 
 
Total comprehensive 
 loss for the 
period                             -           -  (29,449)   (29,449) 
Shares issued during 
 the period                  429,500     634,000         -  1,063,500 
Costs related to 
 share issues                      -   (284,360)         -  (284,360) 
 
Balance at 30 November 
 2017                        429,500     349,640  (29,449)    749,691 
 
Statement of cash 
 flow 
For the six months ended 
 30 November 2017 
                                                                   Period ended 
                                                                             30 
                                                                       November 
                                                                           2017 
                                                                            GBP 
Cash flows from operating 
activities 
Loss for the period                                                    (29,449) 
Increase in Debtors                                                      75,000 
Increase in trade 
 and other payables                                                      21,598 
 
Net cash flow from 
 operating activities                                                  (82,851) 
 
Cash flows from financing 
activities 
Net proceeds on issue 
 of shares                                                              779,140 
 
Net cash flow from 
 financing activities                                                   696,289 
 
Net increase in cash and 
 cash equivalents                                                       696,289 
Cash and cash equivalents 
 at beginning of the period                                                   - 
 
Cash and cash equivalents 

 at end of the period                                                   696,289 
 
 
 
 

Notes to the financial statements

For the six months ended 30 November 2017

   1          General information 

Contango Holdings Plc (the "Company") looks to identify potential companies, businesses or asset(s) that have operations in the natural resources exploration, development and production sector.

The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales, with registration number 10186111.

The Company's registered office is 5(th) Floor, 1 Tudor Street, London EC4Y 0AH.

   2          Accounting policies 

The principal accounting policies applied in preparation of these consolidated financial statements are set out below. These policies have been consistently applied unless otherwise stated.

Basis of preparation

The interim unaudited financial statements for the period ended 30 November 2017 have been prepared in accordance with IAS 34 Interim Financial Reporting. This interim financial information is not the Company's statutory financial statements and should be read in conjunction with the annual financial statements for the period ended 31 May 2017, which show that the Company was dormant up until that time and these accounts have been delivered to the Registrars of Companies.

The interim financial information for the six months ended 30 November 2017 is unaudited. In the opinion of the directors, the interim consolidated financial information presents fairly the financial position, and results from operations and cash flows for the period.

The directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company, therefore, continues to adopt the going concern basis in preparing its consolidated financial statements.

The financial information of the Company is presented in British Pounds Sterling (GBP).

Critical accounting estimates and judgements

The preparation of interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, the resulting accounting estimates will, by definition, seldom equal related actual results.

In preparing the interim financial information, the significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty.

Income tax expense

No tax is applicable to the Company for the six months ended 30 November 2017. No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify this.

Loss per share

Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the Company by the number of ordinary shares in issue at the period end.

There are currently no dilutive potential ordinary shares.

 
                                       Number of 
                                          Shares  Per-share 
                            Earnings    In issue     amount 
                                 GBP        unit      pence 
Loss per share attributed 
 to ordinary shareholders   (29,449)  42,949,987     (0.07) 
 
   3       Share capital 
 
                             Number 
                          of shares    Share      Share 
                           in issue  Capital    premium      Total 
                                         GBP        GBP        GBP 
Ordinary shares of 
 GBP0.01 each issued 
 at par on 3 June 
 2015                     5,000,000   50,000          -     50,000 
Ordinary shares of 
 GBP0.01 each issued 
 at GBP0.02 on 16 
 October 2015            12,500,000  125,000    125,000    250,000 
Ordinary shares of 
 GBP0.01 each issued 
 at GBP0.03              25,449,987  254,500    509,000    763,500 
Cost of issue of 
 shares                           -        -  (286,360)  (286,360) 
 
Balance at 30 November 
 2017                    42,949,987  429,500    349,640    779,140 
 
 

The Company has one class of ordinary share which carries no right to fixed income.

   4       Related party disclosures 

Remuneration of directors and key management personnel

The remuneration of the directors during the six-month period to 30 November 2017 amounted to GBP12,000 (31 May 2017: nil).

Shareholdings in the Company

Shares and warrants held by the directors of the Company.

 
                                  Shares    Warrants 
Neal Griffith                  3,214,033   3,068,200 
Oliver Stansfield              3,214,033   3,068,200 
Brian McMaster                 3,214,033   3,068,200 
Philip Richards                3,214,033   3,068,200 
 
Balance at 30 November 2017   12,856,132  12,272,200 
 

**ENDS**

This information is provided by RNS

The company news service from the London Stock Exchange

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February 28, 2018 09:39 ET (14:39 GMT)