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MVA Minerva Res

0.70
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Minerva Res LSE:MVA London Ordinary Share GB0033826206 ORD 2.5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.70 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Half-yearly report

30/06/2009 4:24pm

UK Regulatory



 
TIDMMVA 
 
AIM                                                                                                                30 
Release                                                                                                            June 
                                                                                                                   2009 
 
 
 
                   Minerva Resources Plc (AIM:MVA) 
               ('Minerva Resources' or 'the Company') 
 
 
       Interim Results for the six months ended 31 March 2009 
 
 
Highlights 
 
 
  * Loss for the six months ended 31 March 2009 was GBP376,453 (0.21p 
    per share) compared with a loss of GBP131,879 (0.10p per share) for 
    the same period in the previous year 
 
Post Balance Sheet Events 
 
  * Loan Agreement entered with Dwyka Resources Limited to provide 
    the Company with an unsecured loan facility of GBP350,000 on the 
    5th May 2009 
  * Shareholder approval to allot unissued share capital to 
    capitalize any funds lent under the Loan Agreement granted on 17 
    June 
  * All share offer by Dwyka Resources Limited to acquire the entire 
    issued and to be issued share capital of the Company announced on 
    23 June 2009 
 
 
For further information please contact: 
 
Terry Ward 
Minerva Resources plc 
Tel: +44 (0) 20 73795012 
E-mail: terry.ward@minervaresources.com 
 
James Joyce 
W. H. Ireland Limited 
Tel: +44 (0) 20 72201666 
E-mail: james.joyce@wh-ireland.co.uk 
 
Nick Rome 
Bishopsgate Communications Ltd 
Tel: +44 (0) 20 75623350 
E-mail: nick@bishopsgatecommunications.com 
 
 
 
                        CHAIRMAN'S STATEMENT 
 
 
The half year to 31st March  2009 was a difficult period for  Minerva 
Resources,  although  as  you  will  all  know,  very  recently   and 
positively, your Board  has recommended acceptance  of an offer  from 
Australian  Stock  Exchange  and  AIM  listed  Dwyka  Resources   Ltd 
("Dwyka") to purchase all of the issued capital of your Company. 
 
At the start of the half year period, in early October last year  and 
in line with the placement  agreement concluded in the prior  period, 
Minerva Resources issued shares raising a gross GBP607,500 to enable it 
to continue  pursuing  its  operations  at  its  principal  Ethiopian 
assets. At that time and in line with Ambrian Capital PLC's agreement 
in the  prior  period  to  capitalise its  outstanding  loan  to  the 
Company, amounting to GBP334,480,  Minerva Resources issued  13,379,200 
new ordinary shares at 2.5p per ordinary share. 
 
At the end of  2008 and early in  2009, despite positive drilling  in 
Ethiopia, particularly at the Tulu  Kapi and Guji gold prospects  and 
in line with other junior  mining exploration companies, we found  it 
extremely difficult, in the prevailing global economic situation,  to 
attract  the  further  funds  to  continue  with  our  proposed  work 
programmes in Ethiopia through 2009. 
 
Despite an expectation that we would be able to complete the sale  of 
our 100% owned subsidiary, Palladex  Ltd (the Samoan holding  company 
for the Company's geotechnical services company in Kyrgyzstan) in the 
near future, it was  still envisaged that the  Company would need  to 
raise further funds during the first quarter of 2009 to continue  its 
exploration and development activities. 
 
After careful analysis  and consideration,  on 30  January 2009,  the 
Board announced that, because it was unable to raise additional funds 
in order  for  it to  continue  operating  as a  going  concern,  the 
Directors had resolved to enter into a Company Voluntary  Arrangement 
("CVA") to provide further time to seek those additional funds and/or 
to  explore  alternative  options.  Consequently  the  Company   also 
requested a suspension of its shares from trading on AIM. 
 
The Board  and  Management  took  immediate  steps  to  conserve  its 
remaining cash  and  the  sale  of  Palladex  Ltd  was  also  legally 
completed in late January 2009  providing additional funds to  enable 
efforts to seek additional long term funding to continue. 
 
On 5 May 2009, it was announced  that the Company had entered into  a 
loan agreement with, at that time, an unnamed third party, to provide 
it with an unsecured loan facility  of GBP350,000 and that it had  also 
been resolved not to proceed further with a CVA. 
 
Repayment of any monies drawn down under the Loan Facility could,  at 
the lender's  option, be  satisfied by  conversion into  new  Minerva 
Resources shares, conditional on shareholder approval. 
 
Contemporaneously with the draw down of the first tranche of the loan 
("Loan Facility"),  the  Company  also  entered  into  a  non-legally 
binding memorandum of understanding ("MOU") with Dwyka (the  provider 
of the Loan Facility), through which  it agreed to provide a  legally 
binding exclusivity  period to  Dwyka  to enable  it to  conduct  due 
diligence on your Company's assets with a view to determining whether 
a transaction between the two Groups could be possible. 
 
On 1  June 2009,  Dwyka announced  a possible  offer to  acquire  the 
entire issued share capital of your Company. 
 
It was duly resolved, at a General Meeting of shareholders on 17 June 
2009, to  approve the  allotment of  unissued share  capital and  the 
issue of new Minerva Resources Shares on a non-pre-emptive basis,  to 
facilitate the possible election, by  Dwyka, to capitalise any  funds 
drawn down under the Loan Facility into new Minerva Resources shares. 
 
On 23 June  2009, it was  announced that agreement  had been  reached 
between your  Directors  and  the  Dwyka Board  on  the  terms  of  a 
recommended all share offer ("Offer") to be made by Dwyka to  acquire 
the entire issued capital of your Company.  The Offer is detailed  in 
separate documentation sent to each Minerva Resources shareholder and 
has been made on the basis of  1 new Dwyka share for every 5  Minerva 
Resources shares. 
 
Given your directors are  of the view that,  in the current  economic 
climate, there is significant uncertainty as to whether your  Company 
would be able to continue as a going concern, the belief is that  the 
offer by  Dwyka, which  values each  Minerva Resources  share at  1.2 
pence (based on a Closing Price per  Dwyka Share of 5.88p on 22  June 
2009) being a premium of 71.4 per cent to the Minerva Resources share 
price on 29 January 2009 the day prior to the suspension of  trading, 
is a  good  outcome,  the  completion of  which   would  benefit  all 
shareholders. 
 
 
Andrew Daley 
Chairman 
 
30 June 2009 
 
 
MINERVA RESOURCES PLC 
 
Unaudited Consolidated income statement for 
the six months ended 31 March 2009 
 
                                                Restated 
                                    Unaudited  Unaudited      Audited 
                                   Six Months Six Months   Year ended 
                                        ended      ended 30 September 
                                     31 March   31 March         2008 
                                         2009       2008 
                              Note          GBP          GBP            GBP 
 
Revenue                                14,373     26,379       96,220 
 
Cost of sales                        (20,807)   (17,767)     (43,746) 
Gross (loss) / profit                 (6,434)      8,612       52,474 
 
Other income                           17,243     16,581            - 
Administrative expenses             (389,107)  (578,449)  (1,224,857) 
 
Loss from operations                (378,298)  (553,256)  (1,172,383) 
 
Financial expense                        (56)   (19,827)     (30,856) 
Financial income                        1,901     15,427       24,120 
Loss before taxation                (376,453)  (557,656)  (1,179,119) 
 
Taxation                         3          -          -            - 
 
Loss for the period from            (376,453)  (557,656)  (1,179,119) 
continuing operations 
Profit / (loss) for the 
period from discontinued                    -    425,777     (71,894) 
operations 
Loss for the period                 (376,453)  (131,879)  (1,251,013) 
Attributable to: 
Equity holders of the               (329,405)  (114,094)  (1,155,148) 
parent 
Minority interest                    (47,048)   (17,785)     (95,865) 
 
Loss per Ordinary Share (GBP) 
attributable to equity holders of 
the parent: 
Basic and diluted                4   (0.0021)   (0.0010)     (0.0103) 
 
Continuing operations 
Basic and diluted                4   (0.0021)   (0.0048)     (0.0097) 
 
Discontinued operations 
Basic and diluted                4          -     0.0038     (0.0006) 
 
 
 
 
MINERVA RESOURCES PLC 
Consolidated balance sheet 
at 31 March 2009 
                                                Restated 
                                   Unaudited   Unaudited      Audited 
                                  Six Months  Six Months   Year ended 
                                       ended       ended 30 September 
                                    31 March    31 March         2008 
                                        2009        2008 
                            Note           GBP           GBP            GBP 
 
Assets: 
Non-current assets 
Intangible assets                  3,851,811   3,710,202    3,611,082 
Property, plant and                  174,522     414,847      211,446 
equipment 
Total non-current assets           4,026,333   4,125,049    3,822,528 
 
Current assets 
Inventories                           37,226      68,192       53,378 
Trade and other receivables          115,563     271,883      808,715 
Cash and cash equivalents            315,100   1,227,391      181,254 
Non-current assets                         -           -    1,016,485 
classified as held for sale 
Total current assets                 467,889   1,567,466    2,059,832 
 
Total assets                       4,494,222   5,692,515    5,882,360 
 
Liabilities: 
Non-current liabilities 
Borrowings                                 -     (5,732)            - 
Deferred tax liability                     -    (12,522)            - 
Total non-current                          -    (18,254)            - 
liabilities 
 
Current liabilities 
Trade payables                     (119,906)   (248,330)    (183,833) 
Accruals and deferred                (5,678)    (68,345)     (99,700) 
income 
Borrowings                                 -   (334,480)            - 
Liabilities directly 
associated with non-current                -           -    (735,972) 
assets 
classified as held for sale 
Total current liabilities          (125,584)   (651,155)  (1,019,505) 
 
Total liabilities                  (125,584)   (669,409)  (1,019,505) 
 
Total net assets                   4,368,638   5,023,106    4,862,855 
 
 
Equity attributable to 
equity holders of the 
parent company 
Called up share capital        5   3,857,361   2,793,574    2,793,574 
Share premium account          5   4,230,505   4,290,765    4,181,465 
Shares to be issued                        -           -    1,112,827 
Merger reserve                       949,713     949,713      949,713 
Foreign currency                    (47,439)    (38,249)       70,325 
translation reserve 
Retained losses                  (4,612,633) (3,020,630)  (4,283,228) 
 
Equity attributable to 
equity holders of the              4,377,507   4,975,173    4,824,676 
parent company 
 
Minority interest                    (8,869)      47,933       38,179 
 
Total equity                       4,368,638   5,023,106    4,862,855 
 
 
 
 
MINERVA RESOURCES PLC 
Unaudited Consolidated cash flow statement 
for the six months ended 31 March 2009 
                                                Restated 
                                    Unaudited  Unaudited 
                                   Six Months Six Months      Audited 
                                        ended      ended   Year ended 
                                     31 March   31 March 30 September 
                                         2009       2008         2008 
                                            GBP          GBP            GBP 
Cash flows from operating 
activities 
Loss for the year                   (376,453)  (131,879)  (1,251,013) 
Adjustments for: 
Depreciation                           80,770     50,994      117,952 
Impairment loss on measurement to           -          -      476,101 
fair value 
Share based payments                        -     26,599       25,848 
Profit on sale of assets                    -    (1,156)            - 
Profit on sale of Palladex KR LLC           -  (586,329)    (586,329) 
Income tax (credit) / expense               -          -     (14,180) 
Provision against deferred 
exploration expenditure in                  -          -       47,133 
Ethiopia 
Finance income                        (1,901)   (15,427)     (24,120) 
Finance expense                            56     19,827       30,856 
Exchange (gains)/loss               (185,929)    (5,726)    (126,814) 
Cash outflows from operating        (483,457)  (643,097)  (1,304,566) 
activities before changes in 
working capital and provisions 
 
Decrease / (increase) in inventory     16,152   (20,774)      (5,960) 
Decrease in trade and other            85,652    104,482      175,150 
receivables 
(Decrease) / increase in trade and  (157,949)     39,859        9,088 
other payables 
Cash outflows from operating        (539,602)  (519,530)  (1,126,288) 
activities 
 
 
 
Income taxes paid                           -          -            - 
Net cash flows from operating       (539,602)  (519,530)  (1,126,288) 
activities 
 
Investing activities 
Finance income                          1,901     15,427       24,120 
Proceeds from disposal of tangible          -      1,156        4,585 
assets 
Purchase of property, plant and      (43,846)  (141,079)     (91,404) 
equipment 
Sale of Palladex KR LLC                     -    998,813      998,813 
Sale of Palladex Limited              348,678          -            - 
Cash held in disposal group                 -          -     (89,652) 
Payments for intangible assets      (240,729)  (481,792)    (869,961) 
Cash flows from investing              66,004    392,525     (23,499) 
activities 
 
Financing activities 
Interest expense                         (56)   (19,827)     (30,856) 
Issue of ordinary share capital       607,500          -            - 
(gross of issue costs) 
Cash flows from financing             607,444   (19,827)     (30,856) 
activities 
 
Increase / (decrease) in cash         133,846  (146,832)  (1,180,643) 
 
Cash and cash equivalents at          181,254  1,361,897    1,361,897 
beginning of the period 
 
Foreign exchange movements                  -     12,326            - 
 
Cash and cash equivalents at end      315,100  1,227,391      181,254 
of the period 
 
 
 
 
MINERVA RESOURCES PLC 
 
Consolidated statement of changes in equity for the period ended 31 March 2009 
                                                         Restated    Restated     Restated Restated    Restated 
                                                                                     Total 
                                    Shares to             Foreign    Retained attributable Minority 
                  Share     Share          be  Merger    Currency      Losses    to Equity Interest       Total 
               Capital   Premium       Issued Reserve Translation                  Holders               Equity 
                                     Reserve              Reserve                   of the 
                                                                                    Parent 
                      GBP         GBP           GBP       GBP           GBP           GBP            GBP        GBP           GBP 
 
Balance as at 
1 October 
2007          2,793,574 4,290,765           - 949,713      39,594 (2,877,532)    5,196,114  134,044   5,330,158 
 
Exchange 
differences 
arising on 
translation 
of foreign 
operations            -         -           -       -      30,731           -       30,731        -      30,731 
Net income 
recognised 
directly in 
equity                -         -           -       -      30,731           -       30,731        -      30,731 
Loss for the 
year                                                              (1,155,148)  (1,155,148) (95,865) (1,251,013) 
Total 
recognised 
income and 
expense for 
the year              -         -           -       -      30,731 (1,155,148)  (1,124,417) (95,865) (1,220,282) 
Shares to be 
issued                -         -   1,112,827       -           -           -    1,112,827        -   1,112,827 
Issue costs           - (109,300)           -       -           -           -    (109,300)        -   (109,300) 
Consideration 
for option to 
acquire 22% 
of Yubdo              -         -           -       -           -   (276,396)    (276,396)        -   (276,396) 
Share based 
payment               -         -           -       -           -      25,848       25,848        -      25,848 
Balance as at 
30 September 
2008          2,793,574 4,181,465   1,112,827 949,713      70,325 (4,283,228)    4,824,676   38,179   4,862,855 
 
Exchange 
differences 
arising on 
translation 
of foreign 
operations            -         -           -       -   (117,764)           -    (117,764)        -   (117,764) 
Net income 
recognised 
directly in 
equity                -         -           -       -   (117,764)           -    (117,764)        -   (117,764) 
Loss for the 
period                                                              (329,405)    (329,405) (47,048)   (376,453) 
Total 
recognised 
income and 
expense for 
the period            -         -           -       -   (117,764)   (329,405)    (447,169) (47,048)   (494,217) 
 
Shares issued 1,063,787    49,040 (1,112,827)       -           -           -            -        -           - 
 
Balance as at 
31 March 2009 3,857,361 4,230,505           - 949,713    (47,439) (4,612,633)    4,377,507  (8,869)   4,368,638 
 
 
 
Notes to the Interim Report 
For the six months ending 31 March 2009 
 
1. Basis of preparation 
The financial information set out above is based on the  consolidated 
financial statements  of Minerva  Resources  plc and  its  subsidiary 
companies (together referred to as the "Group"). The accounts of  the 
Group for the six months ended 31 March 2009, which have neither been 
audited nor  reviewed pursuant  to guidance  issued by  the  Auditing 
Practices Board,  were approved  by the  Board on  30 June  2009.  In 
accordance with  s435  of  the Companies  Act  2006,  such  unaudited 
results do not constitute statutory accounts of the Company or Group. 
 
These accounts have been prepared in accordance with the requirements 
of International Accounting Standard 34 (Interim Financial Reporting) 
and with the accounting policies set  out in the Report and  Accounts 
of Minerva Resources plc  for the year ended  30 September 2008.  The 
statutory accounts for  the year  ended 30 September  2008 have  been 
filed with the registrar of Companies. The auditors' report on  those 
accounts was unqualified with an  emphasis of matter relating to  the 
going concern of  the group  and did  not contain  a statement  under 
section 498(2)-(3) of the Companies Act 2006. 
 
The comparative figures  presented are  for the six  months ended  31 
March 2008 and the full year ended 30 
September 2008. The Group's consolidated annual financial  statements 
for the  year  ended  30  September  2008  were  prepared  using  the 
recognition and  measurement  principles of  International  Financial 
Reporting Standards (IFRSS and  IFRIC interpretations) as adopted  by 
the European  Union and  also in  accordance with  the Companies  Act 
1985, and those parts of the Companies Act 2006 as applicable. 
 
The Directors have restated  comparatives on the consolidated  income 
statement, consolidated  balance  sheet and  consolidated  cash  flow 
statement to correct for  the final gain on  disposal of Palladex  KR 
LLC and presentation in line with that reported at 30 September 2008. 
 
2. Changes in accounting policies 
There were no changes in accounting policies, other than the Group 
electing to adopt IAS34, during the six months ended 31 March 2009. 
 
3. Taxation 
Due to an operating loss for the period, no taxation has been 
provided for (2008: Nil). 
 
4. Loss per share 
Loss per  Ordinary  Share  has been  calculated  using  the  weighted 
average number  of  shares in  issue  during the  relevant  financial 
periods. The weighted average  number of equity  shares in issue  for 
the  period  is  153,503,517  (six   months  ended  31  March   2008: 
111,742,960 and year ended 30 September 2008: 111,742,960). 
 
Losses for  the  Group attributable  to  the equity  holders  of  the 
Company for the six  months are GBP329,405 (six  months ended 31  March 
2008: GBP114,094 and year ended 30 September 2008: GBP1,155,148).  Losses 
for the Group from continuing operations excluding minority  interest 
are GBP329,405 (six months ended 31 March 2008: GBP539,871 and year ended 
30 September 2008: GBP1,083,254). 
 
Discontinued operations 
Profit / (loss) for the Group attributable to discontinued activities 
for the period  is GBPnil (six  months ended 31  March 2008: profit  of 
 GBP425,777 and the year ended 30 September 2008: loss of GBP71,894). 
 
In the six months ended 31 March 2009 and the year ended 30 September 
2008, the  effect of  the share  options in  issue under  the  option 
scheme is anti-dilutive and therefore diluted earnings per share have 
not been calculated.  At 31  March 2009, there  were 6,500,000  share 
options in  issue. As  the average  market price  of ordinary  shares 
during the period was lower than  the exercise price of the  options, 
there  were  nil  (31  March   2008:  nil,30  September  2008:   nil) 
potentially dilutive shares at period end. 
 
 
5. Share Capital 
On 2 October 2008 the Company issued new ordinary shares of 2.5p each 
at 2.5p per  ordinary share  raising GBP607,500 gross  of expenses.  In 
addition in line with Ambrian Capital PLC's ("Ambrian") agreement  in 
the prior period to capitalise  the outstanding loan made by  Ambrian 
to the Company, amounting to GBP334,480, the Company issued  13,379,200 
new ordinary shares  ("Ambrian Shares") at  2.5p per ordinary  share. 
The Placing Shares and Ambrian  Shares were issued together with  one 
warrant entitling the holder to  subscribe for one ordinary share  in 
the Company  at 4  pence  per ordinary  share (the  "Warrants").  The 
Warrants are exercisable at any time up to 18 months from the date of 
admission of  the  Placing Shares  to  trading  on AIM.  Wills  &  Co 
Corporate Ltd ("Wills"),  received 2,070,000   new  ordinary   shares 
and 2,070,000 warrants,  entitling the  holder to  subscribe for  one 
ordinary share in the  Company at 4p per  ordinary Share, in lieu  of 
fees for a commission on the value of the shares placed by Wills, the 
production of an initial research note and a corporate finance fee of 
GBP51,750. The following summarises the above. 
 
 
Share Holder        Price     Number of  Proceeds 
                    per share Shares     GBP 
 
Investors                2.5p 24,300,000 607,500 
Ambrian Capital plc      2.5p 13,379,200 334,480 
Wills & Co               2.5p 2,070,000  51,750 
                              39,749,200  993,730 
 
 
 
On 23 October 2008 2,802,298 shares were issued at 4.25p in 
accordance with the conditions of the agreement entered into in March 
2008 to acquire a further 22% of Yubdo Platinum and Gold Development 
Private Limited Company. 
 
All the transactions above were accounted for in the 30 September 
2008 accounts as they had been legally completed at that date, with 
the actual issue of shares taking place in the current period. 
 
 
 
6. Segmental analysis 
of income statement 
The income statement for the six months 
ended 31 March 2009 
 
 
Six months ended 31    Ethiopia   Kyrgyz     UK Corporate       Total 
March 2009                          Rep. 
                              GBP        GBP      GBP         GBP           GBP 
         Total 
Revenue  segment         14,086        - 14,373         - 
         revenue 
         Inter 
         segment       (14,086)        -      -         - 
         revenue 
Revenue  Continuing           -        - 14,373         -      14,373 
         activities 
         Discontinued         -        -      -         -           - 
         activities 
Profit / 
(loss)   Continuing   (128,762)        -  (109) (247,582)   (376,453) 
after    activities 
taxation 
         Discontinued         -        -      -         -           - 
         activities 
 
                                                             Restated 
Six months ended 31    Ethiopia   Kyrgyz     UK Corporate       Total 
March 2008                          Rep. 
                              GBP        GBP      GBP         GBP           GBP 
         Total 
Revenue  segment         26,379  110,554 26,379         - 
         revenue 
         Inter 
         segment       (26,379)        -      -         - 
         revenue 
Revenue  Continuing           -        - 26,379         -      26,379 
         activities 
         Discontinued         -  110,554      -         -     110,554 
         activities 
Profit / 
(Loss)   Continuing   (116,352)        -      - (441,304)   (557,656) 
after    activities 
taxation 
         Discontinued         -  425,777      -         -     425,777 
         activities 
 
 
Year ended 30          Ethiopia   Kyrgyz     UK Corporate       Total 
September 2008                      Rep. 
                              GBP        GBP      GBP         GBP           GBP 
         Total 
Revenue  segment         52,778  350,101 52,778    43,442 
         revenue 
         Inter 
         segment       (52,778)        -      -         - 
         revenue 
Revenue  Continuing           -        - 52,778    43,442      96,220 
         activities 
         Discontinued         -  350,101      -         -     350,101 
         activities 
Profit / 
(loss)   Continuing   (242,775)        - 10,406 (946,750) (1,179,119) 
after    activities 
taxation 
         Discontinued         - (71,894)      -         -    (71,894) 
         activities 
 
 
 
 
7. Post balance sheet events 
Loan Agreement 
On 5 May 2009 Minerva Resources entered into a binding loan agreement 
with Dwyka Resources Limited ("Dwyka") to provide the Company with an 
unsecured loan  facility  of  GBP350,000.  Contemporaneously  with  the 
drawdown of the first  tranche of GBP75,000,  the Company entered  into 
the non-legally  binding  memorandum of  understanding  ("MOU")  with 
Dwyka,  through  which  it  agreed  to  provide  a  legally   binding 
exclusivity period to Dwyka to enable it to conduct due diligence  on 
Minerva Resources  assets  with  a  view  to  determining  whether  a 
transaction between the two Groups may be possible. This also enabled 
the Company  not  to  proceed  further  with  the  company  voluntary 
arrangement. 
 
Under the  terms of  the Loan  Agreement, the  first tranche  is  non 
interest bearing. Any amounts drawn down under the Second Tranche  of 
GBP275,000 will bear interest at a rate of 15% per annum, such interest 
becoming payable at the  time all funds  advanced under the  Facility 
become repayable. 
 
If an offer is  made by Dwyka  and such offer  has not been  declared 
wholly unconditional by 31 August 2009 then all monies advanced under 
the Facility (including interest) become repayable within thirty days 
of receipt by the Company  of notice from Dwyka requiring  repayment, 
with such notice to take effect by no later than 15 September 2009. 
 
Repayment of  any monies  drawn down  under the  Facility  (including 
interest) shall, at Dwyka's  option, be satisfied  by the Company  by 
either (a) the capitalisation of all  monies due into fully paid  new 
Ordinary Shares at a conversion price of 0.7p per share (which  would 
result in Dwyka being interested in approximately 25% of the enlarged 
issued share capital of the Company) or (b) cash. 
 
The Company has  given certain warranties  and indemnities under  the 
Loan Agreement relating to the business and financial position of the 
Company. In addition, Dwyka also has the right to call for  immediate 
repayment of the funds advanced under the Facility if certain  events 
of default occur,  such as the  Company becoming insolvent  or if  an 
event occurs which, in Dwyka's opinion, could have a material adverse 
effect on the Possible Offer or Dwyka's rights under the MOU. 
 
Shareholder Approval for issue of new Ordinary Shares 
In order to facilitate the  possible election by Dwyka to  capitalise 
any funds  lent  under  the  Loan  Agreement  into  Ordinary  Shares, 
Shareholder approval was obtained on  17 June 2009 to allot  unissued 
share capital and to allow the issue of new Ordinary Shares on a  non 
pre-emptive basis. 
 
All share offer by  Dwyka Resources Limited 
On 22 June 2009 the boards of Dwyka and the Company announced that 
they had reached agreement on the terms of a recommended all share 
offer by Dwyka to acquire the entire issued and to be issued share 
capital of Minerva Resources PLC. 
 
SUMMARY OF THE OFFER 
 
 
  * The Offer will be on the following basis: for every 5 Minerva 
    Shares 1 New Dwyka Share 
 
  * Based on a Closing Price per Dwyka Share of 5.88p on 22 June 
    2009, the Offer values the entire issued share capital of Minerva 
    at approximately GBP1.8 million and each Minerva Share at 
    approximately 1.2p, representing a premium of approximately 71.4 
    per cent. to the Closing Price of 0.7p per Minerva Share on 29 
    January 2009 (being the last business day prior to the suspension 
    from trading on AIM of the Minerva Shares). 
 
Full acceptance of the Offer will result in the issue of up to 
30,858,891 New Dwyka Shares, representing approximately 13.9 per 
cent. of the Enlarged Share Capital being held by existing Minerva 
Shareholders 
 
 
8. Discontinued activities 
In late  January  2009,  the  sale of  the  wholly  owned  subsidiary 
Palladex  Limited   (Western  Samoa)   was  legally   completed   for 
consideration of GBP280,513. The gain  on the sale of Palladex  Limited 
(Western Samoa) was determined as follows: 
 
 
 
                                                GBP 
Consideration received                        348,678 
Foreign exchange movement                    (68,165) 
                                              280,513 
Net assets disposed 
Deferred exploration expenditure               97,140 
Property, plant and equipment                 137,470 
Inventories                                   167,231 
Trade and other receivables                   524,992 
Cash and cash equivalents                      89,652 
Trade and other payables                    (735,972) 
                                              280,513 
 
Gain on disposal of discontinued activities     - 
 
 
9. Related party transactions 
During the period the Group paid GBP12,921 to Sprecher Grier Halberstam 
LLP in  connection with  professional  services, including  those  of 
non-executive director, provided to the  Group by J Bottomley who  is 
an employee of that firm. 
 
During the  period  the  Group paid  GBP31,286  to  Ward  International 
Consultants Pty Ltd in  connection with management services  provided 
to the Group by T Ward who is an employee of the company. 
 
Ambrian Capital PLC, a shareholder of the company, capitalised the 
loan to the company of GBP334,480, see note 5. 
 
 
10 Other Information 
 
Directors 
 
Andrew Edward Daley Non-executive Chairman 
Terrance Alexander Ward Managing Director 
John Michael Bottomley Non-executive Director 
Roger Clegg Non-executive Director 
 
Registered Office 
 
One America Square 
Crosswall 
London EC3N 2SG 
Telephone +44 (0)20 72644444 
Fax +44 (0)20 72644440 
 
Head Office 
 
5th Floor 
Manfield House 
1 Southampton Street 
London WC2R 0LR 
Telephone +44 (0)20 73795012 
Fax +44 (0)20 73951931 
 
Company Number 
4832551 
Company Secretary 
 
John Michael Bottomley 
 
Nominated Advisor and Broker 
 
W H Ireland Limited 
24 Martin Lane 
London EC4R 0DR 
 
Solicitors 
 
Fasken Martineau LLP 
17 Hanover Square 
London W1S 1HU 
 
Auditors 
BDO Stoy Hayward LLP 
55 Baker Street 
London W1U 7EU 
 
Registrars 
Capita Registrars plc 
The Registry 
34 Beckenham Road 
Beckenham BR3 4TU 
 
Bankers 
 
HSBC Bank plc                                                                                           Barclays 
                                                                                                        Bank plc 
315 Fulham Road                                                                                         180 
                                                                                                        Oxford 
                                                                                                        Street 
London SW10                                                                                             London 
9QJ                                                                                                     W1D 1EA 
 
=--END OF MESSAGE--- 
 
 
 
 
This announcement was originally distributed by Hugin. The issuer is 
solely responsible for the content of this announcement. 
 

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