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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
North River | LSE:NRRP | London | Ordinary Share | GB00BDDRJJ03 | ORD 0.2P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.75 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMNRRP
RNS Number : 7503K
North River Resources Plc
26 September 2016
North River Resources plc / Ticker: NRRP / Index: AIM / Sector: Mining
26 September 2016
North River Resources plc
('North River' or 'the Company')
Interim Results for the six months ended 30 June 2016
North River Resources plc, the AIM quoted resource company focused on the Namib Lead-Zinc Project ('Namib Project') in Namibia, is pleased to provide its unaudited interim results for the six months ended 30 June 2016.
Highlights:
-- North River continued in its efforts to secure a mining licence for the Namib Project. A Notice of Preparedness to Grant the Mining Licence was received from the Namibian Ministry of Mines and Energy ("Ministry") in January 2016, setting out a process and timeline for agreement on newly introduced licence conditions, and a formal proposal to address these conditions was submitted to the Ministry in late April 2016. The Ministry is yet to respond to this proposal.
-- The 3,800 metre drill programme continued to progress in the first half of the year, with a number of drill holes showing significant mineralisation. Overall results, however, have been mixed, with drill holes not intersecting mineralization to the extent anticipated, indicating that achieving a significant increase in defined mineral resource will require further work to improve understanding of the structural complexity of the orebody at depth. Since 30 June 2016, the programmed drilling metres have been completed in early September, and next steps will be defined following completion and assessment of final assays.
-- A loss before taxation reported for the 6 months to 30 June 2016 of GBP1,302,437 (30 June 2015: loss of GBP1,377,787).
Post period end:
-- A successful share capital reorganisation and US$ 5.6 million financing, including an open offer and placing, were completed in July 2016, allowing the Company to redeem outstanding convertible loan notes to Greenstone Resources LP. The financing left the Company effectively debt free and with US$2.5 million in working capital to support project work programmes in the second half of the year.
-- New appointments to the Board of Directors of wholly owned Namibian company, Namibia Lead Zinc and Mining (Pty) Ltd ("NLZM"), were announced on 26 August 2016. The appointments of Asser Kapere, Ratonda Kajivikua and Francois du Plessis will greatly strengthen the NLZM Board in its efforts to advance the mining licence application and take the Namib Project forward to a construction decision. Mr Kapere has been appointed as Chairman of the Board of Directors of NLZM.
-- The Company now faces a critical period of assessment in determining the way forward for the Namib Project. In regards to this assessment we are cognisant of both the prolonged, ongoing uncertainty regarding timing and terms to be attached to the grant of a mining licence, and the results of the resource expansion drilling programme.
Chairman's Statement
North River continued in the first half of 2016 to focus on advancing the Namib Lead Zinc Project in Namibia towards a construction decision. Against a backdrop of continued uncertainty surrounding the long outstanding mining licence application, the clear priorities in the period were to continue pushing for the grant of the licence, advancing the resource expansion drilling programme, and raising working capital to support these critical activities.
As shareholders are aware, a successful share capital reorganisation and US$ 5.6 million financing, including an open offer and placing, were completed in July 2016, allowing the Company to redeem outstanding convertible loan notes to Greenstone Resources LP and in so doing be left effectively debt free and with $2.5 million in working capital.
Regarding the Namib Project mining licence application, a Notice of Preparedness to Grant the Mining Licence was received from the Ministry in January 2016, setting out a process and timeline for agreement on newly introduced licence conditions. A formal proposal was submitted to the Ministry in late April 2016, addressing these conditions, by committing to: (i) providing an opportunity for local ownership of the Namib Project; (ii) participation by historically disadvantaged Namibians in the management of the Namib Project; and (iii) implementing a corporate social responsibility strategy.
As per the process set out in the Notice of Preparedness to Grant, the Ministry then had 30 days to review and respond to the Company on its proposal. The Ministry however informed NLZM on 2 June 2016, and then again on 3 August 2016, that it requires more time to review the submitted proposal. No revised date, or timeframe within which the Company can expect to receive a response, has been given by the Ministry. While the Company looks forward to continuing to work with the Ministry on agreeing the terms and conditions to the grant of the mining licence, the duration and outcome of these discussions remain uncertain and the final issue of the Mining Licence on commercially acceptable terms cannot be guaranteed.
The North River Board also continues to examine the implications of the Government of the Republic of Namibia's proposed introduction of broad based empowerment legislation. As previously announced, a first draft of the NEEEF Bill was published in February 2016 for a period of public consultation and can be found on the website of the Office of the Prime Minister (www.opm.gov.na/web/opm/neee-bill). Following an extended period of public consultation, a second draft of the NEEEF Bill is now under further review and stakeholder consultation. The second draft of the NEEEF Bill clarifies that the legislation would apply to both existing and new business but otherwise remains largely unchanged from the first draft. Indications from the Namibian Government suggest that this proposed legislation will go ahead and be enacted into law but timing remains uncertain. If enacted, the NEEEF Bill will set out obligations for companies, irrespective of sector, in respect of, inter alia, ownership and management participation by previously disadvantaged Namibians. Certain obligations under the draft Bill are inconsistent with those laid down under the terms & conditions to the Notice of Preparedness to Grant. The extent to which the NEEEF Bill would place additional obligations on the Namib Project remains unclear. It is an area on which the Company and Namibian mining industry as a whole will seek and need further clarity in due course.
The Company recently announced new appointments to the Board of Directors of wholly owned Namibian company, Namibia Lead Zinc and Mining (Pty) Ltd ("NLZM"). The appointments of Asser Kuveri Kapere, Ratonda Engelhardine Kajivikua and Francois du Plessis are aimed at strengthening the Board to support the Group's efforts to obtain the mining licence and take the Namib Project forward to a construction decision. Mr Kapere has been appointed as Chairman of NLZM.
North River is reporting a loss before taxation for the 6 months to 30 June 2016 of GBP1,302,437 (30 June 2015: loss of GBP1,377,787). The Company's cash position at the end of the period was GBP162,026 (30 June 2015: GBP602,093), before the net US$2.5 million working capital financing was completed in July 2016.
I would like to thank our shareholders for their continued support during what has been a difficult period for North River. The Company now faces a critical period of assessment in determining the way forward for the Namib Project. In regards to this assessment we are cognisant of both the prolonged, ongoing uncertainty regarding timing and terms to be attached to the grant of a mining licence, and the results of the resource expansion drilling programme.
Rod Beddows
Chairman
26 September 2016
For further information please visit www.northriverresources.com or contact:
North River Resources Plc Tel: +44 (0) 20 7025 7047
James Beams (CEO)
Strand Hanson Limited (Nominated adviser) Tel: +44 (0) 20 7409 3494
Andrew Emmott/ Ritchie Balmer
RFC Ambrian Limited (Broker) Tel: +44 (0) 20 3440 6800
Jonathan Williams/ Kim Eckhof
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD FROM 1 JANUARY 2016 TO 30 JUNE 2016
Unaudited Unaudited Audited Period from Period from Year ended 1 January 1 January 31 December CONTINUING OPERATIONS to to 2015 30 June 30 June GBP 2016 2015 GBP GBP Exploration and evaluation expenditure (592,619) (692,150) (1,142,851) Administrative expenses (538,604) (688,554) (1,883,600) Impairment of goodwill (related to copper exploration licences) - - (6,702,934) ----------------- ----------------- ----------------- GROUP OPERATING LOSS (1,131,223) (1,380,704) (9,729,385) Interest payable on short term borrowings (174,777) (134) (82,777) Interest receivable on bank deposits 3,563 3,051 14,471
----------------- ----------------- ----------------- LOSS BEFORE TAX (1,302,437) (1,377,787) (9,797,691) Taxation - - - ----------------- ----------------- ----------------- LOSS FOR THE PERIOD (1,302,437) (1,377,787) (9,797,691) OTHER COMPREHENSIVE LOSS: Exchange difference on subsidiary loan treated as net investment 994,806 - (2,847,677) Exchange differences on translating foreign operations (974,034) (8,958) 2,761,529 ----------------- ----------------- ----------------- TOTAL COMPREHENSIVE LOSS FOR THE PERIOD (1,281,665) (1,386,745) (9,883,839) Loss per share Basic and diluted - pence per share (0.06p) (0.07p) (0.49p)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016
Unaudited Unaudited Audited 30 June 30 June 31 December 2015 2016 2015 Note GBP GBP GBP NON-CURRENT ASSETS Goodwill 4 1,036,052 7,738,986 1,036,052 Intangible assets 5 57,694 62,072 59,894 Plant and equipment 6 132,829 198,872 141,602 Investment in associated company 8 113,182 113,182 113,182 -------------- -------------- ---------------------- 1,339,757 8,113,112 1,350,730 -------------- -------------- ---------------------- CURRENT ASSETS Trade and other receivables 158,519 286,779 81,925 Cash and cash equivalents 162,026 602,093 1,376,740 -------------- -------------- ---------------------- 320,545 888,872 1,458,655 -------------- -------------- ---------------------- TOTAL ASSETS 1,660,302 9,001,984 2,809,395 CURRENT LIABILITIES Trade and other payables 287,659 305,044 202,897 Convertible loan notes 7 150,238 - 150,238 -------------- -------------- ---------------------- 437,897 305,044 353,135 NON-CURRENT LIABILITIES Convertible loan notes 7 1,621,915 - 1,574,105 TOTAL LIABILITIES 2,059,812 305,044 1,927,240 -------------- -------------- ---------------------- NET (LIABILITIES) / ASSETS (399,510) 8,696,940 882,155 ============== ============== ====================== EQUITY Share capital 9 4,398,183 3,831,750 4,398,183 Share premium 9 21,258,590 21,258,590 21,258,590 Convertible loan note reserves 7 115,876 - 115,876 Share-based payments reserve 11 - - - Currency translation reserve (211,879) (155,461) (232,651) Retained losses (25,960,280) (16,237,939) (24,657,843) -------------- -------------- ---------------------- TOTAL EQUITY (399,510) 8,696,940 882,155 ============== ============== ======================
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 1 JANUARY 2016 TO 30 JUNE 2016
Share- Convertible based Currency loan Share Share Retained payment translation note Total capital premium losses reserve reserve reserve equity GBP GBP GBP GBP GBP GBP GBP At 1 January 2015 3,831,750 21,258,590 (14,975,797) 115,645 (146,503) - 10,083,685 Loss for the period - - (1,377,787) - - - (1,377,787) Other comprehensive income: Currency translation movement - - - - (8,958) - (8,958) ---------- ----------- ------------- ---------- ------------- -------------- ------------ Total comprehensive loss - - (1,377,787) - (8,958) - (1,386,745) Transactions with shareholders: Transfer of expired share options - - 115,645 (115,645) - - - ---------- ----------- ------------- ---------- ------------- -------------- ------------ At 30 June 2015 (Unaudited) 3,831,750 21,258,590 (16,237,939) - (155,461) - 8,696,940 ---------- ----------- ------------- ---------- ------------- -------------- ------------ At 01 July 2015 3,831,750 21,258,590 (16,237,939) - (155,461) - 8,696,940 Loss for the period - - (8,419,904) - - - (8,419,904) Other comprehensive income: Currency translation movement - - - - (77,190) - (77,190) ---------- ----------- ------------- ---------- ------------- -------------- ------------ Total comprehensive loss - - (8,419,904) - (77,190) - (8,497,094) Transactions with shareholders: Shares issued 566,433 - - - - - 566,433 Convertible loan note equity element - - - - - 115,876 115,876 Transfer of - expired share options - - - - - - ---------- ----------- ------------- ---------- ------------- -------------- ------------ At 31 December 2015 (Audited) 4,398,183 21,258,590 (24,657,843) - (232,651) 115,876 882,155 ---------- ----------- ------------- ---------- ------------- -------------- ------------ At 1 January 2016 4,398,183 21,258,590 (24,657,843) - (232,651) 115,876 882,155 Loss for the period - - (1,302,437) - - - (1,302,437) Other comprehensive income: Currency translation movement - - - - 20,772 - 20,772 ---------- ----------- ------------- ---------- ------------- -------------- ------------ Total comprehensive loss - - (1,302,437) - 20,772 - (1,281,665) At 30 June 2016 (Unaudited) 4,398,183 21,258,590 (25,960,280) - (211,879) 115,876 (399,510) ---------- ----------- ------------- ---------- ------------- -------------- ------------
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM 1 JANUARY 2016 TO 30 JUNE 2016
Unaudited Unaudited Audited period period Year from from to 31 1 January 1 January December to 30 to 30 2015 June June 2016 2015 Notes GBP GBP GBP Cash flows from operating activities Group operating loss (1,131,222) (1,380,704) (9,729,385) Adjustments for non-cash items: Depreciation and amortisation charges 6 30,745 34,747 69,833 Goodwill impairment - - 6,702,934 30,745 (1,345,957) (2,956,618) Movements in working capital: Increase/(decrease) in receivables (76,594) 158,038 239,466 Increase/(decrease) in payables 84,762 (21,911) (124,061) ------------ -------------- ------------ Net cash used in operating activities (1,092,309) (1,209,830) (2,841,213) ------------ -------------- ------------ Investing activities Purchase of plant and equipment 6 (470) (94,427) (82,340) ------------ -------------- ------------ Net cash used in investing activities (470) (94,427) (82,340) ------------ -------------- ------------ Financing activities Proceeds from issue of share capital - - 566,433 Proceeds of convertible loan notes - - 2,218,583 Repayment of loan notes via share issue - - (189,298) Convertible notes issue costs - - (171,266) Withholding tax (13,825) - - payments Interest paid (113,113) (134) (63,296) Interest received 3,563 3,051 14,471 ------------ -------------- ------------ Net cash (used in)/ from financing activities (123,375) 2,917 2,375,627 ------------ -------------- ------------ (Decrease)/increase in cash and cash equivalents (1,216,154) (1,301,340) (547,926) Cash and cash equivalents at beginning of period 1,376,740 1,904,860 1,904,860 Exchange differences 1,440 (1,427) 19,806 ------------ -------------- ------------ Cash and cash equivalents at end of period 162,026 602,093 1,376,740 ============ ============== ============
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE SIX MONTHSED 30 JUNE 2015
1. BASIS OF PREPARATION
These half year accounts are prepared in accordance with the historical cost convention and in accordance with the International Financial Reporting Standards ("IFRS"), as adopted by the European Union, including IFRS 6 'Exploration for and Evaluation of Mineral Resources' and IAS 34 "Interim Financial Reporting".
These half year accounts for the six months ended 30 June 2016 are unaudited and do not constitute statutory accounts as defined in section 434 of the Companies Act 2006. They have been prepared using accounting bases and policies consistent with those used in the preparation of the financial statements of the Company and the Group for the year ended 31 December 2015 and expected to be adopted in the financial year ending 31 December 2016.
The half year accounts include unaudited comparative figures for the half year ended 30 June 2015 and comparatives for the year ended 31 December 2015 that have been extracted from the audited financial statements for that year.
The financial statements for the year ended 31 December 2015 have been delivered to the Registrar of Companies and the auditor's report on those financial statements was unqualified and did not contain a statement made under Section 498(2) or Section 498(3) of the Companies Act 2006. The auditors' report included an 'emphasis of matter' in connection with the Group's going concern and licence renewal position.
No new IFRS standards, amendments or interpretations became effective in the six months to 30 June 2016 which had a material effect on this consolidated interim financial information.
The Group's financial risk management objectives and policies are consistent with those disclosed in the 2015 annual report.
Going concern
The Directors believe that the Group will be able to raise as required, sufficient cash to enable it to continue its operations, and continue to meet, as and when they fall due, its planned and committed exploration and development activities and liabilities for at least the next twelve months from the date of approval of these condensed half year accounts. In July 2016 the group successfully completed an additional fundraising of GBP4.2m (US $5.6m) to fully repay $3.1 million convertible loan notes to Greenstone Resources LP and support its on-going project activities, see note 14 for more detail. For this reason the Directors continue to adopt the going concern basis in preparing the accounts.
Applications for the Namib Lead mining licence and the renewal of several exploration EPLs in the Licence Areas have been submitted and are awaiting confirmation. A proposal has been submitted to the Namibian Ministry of Mines and Energy in respect of the Namib Project, to address new licence conditions introduced by the Ministry, this is under review by the Ministry If the mining licence is not received or the EPLs are not renewed then the Directors would have to reconsider the position of the Group and the resulting ability to continue operations as planned.
2. SEGMENT REPORTING
For the purposes of segmental information, the operations of the Group are focused in the United Kingdom, Namibia and Mozambique and comprise one class of business: the exploration and evaluation of mineral resources.
The Company acts as a holding company.
The Group's operating loss for the period arose from its operations in the United Kingdom, Namibia and Mozambique. In addition, all of the Group's assets are based in the United Kingdom, Namibia and Mozambique.
Geographical Segment - Group Six months ended 30 June 2016 (UNAUDITED)
United Kingdom Namibia Mozambique Total GBP GBP GBP GBP Exploration & evaluation expenditure - (592,619) - (592,619) Administration expenses (417,100) (121,504) - (538,604) Interest paid (174,777) - - (174,777) Interest received 299 3,264 - 3,563 --------------------------------- --------- ---------- ----------- Loss before taxation (591,578) (710,859) - (1,302,437) --------------------------------- --------- ---------- ----------- Trade and other receivables 61,812 71,593 25,114 158,519 Cash and cash equivalents 123,287 26,458 12,281 162,026 Accrued expenditure and provisions (215,096) (72,563) - (287,659) Convertible loan notes (150,238) - - (150,238) Non-current convertible loan notes (1,621,915) - - (1,621,915) Goodwill - 1,036,052 - 1,036,052 Investment in associate company - - 113,182 113,182 Intangible assets 1,199 - 56,495 57,694 Plant and equipment 340 132,489 - 132,829 ----------- --------- ------- ----------- Net (liability) / asset (1,800,611) 1,194,029 207,072 (399,510) =========== ========= ======= ===========
At the end of June 2016, the Group had not yet commenced commercial production from its exploration sites and therefore had no turnover for the period.
Geographical Segment - Group six months ended 30 June 2015 (UNAUDITED)
United Kingdom Namibia Mozambique Total GBP GBP GBP GBP Exploration & evaluation expenditure - (692,150) - (692,150) Administration expenses (615,429) (73,125) - (688,544) Interest paid - (134) - (134) Interest received 650 2,401 - 3,051 --------------------------------- --------- ---------- ----------- Loss before taxation (614,779) (763,008) - (1,377,787) --------------------------------- --------- ---------- ----------- Trade and other receivables 203,715 57,950 25,114 286,779 Cash and cash equivalents 563,613 26,199 12,281 602,093 Accrued expenditure and provisions (195,449) (109,595) - (305,044) Goodwill - 7,738,986 - 7,738,986 Investment in associate company - - 113,182 113,182 Intangible assets 5,577 - 56,495 62,072 Plant and equipment 975 197,897 - 198,872 --------------------------------- --------- ---------- ----------- Net assets 578,431 7,911,437 207,072 8,696,940 --------------------------------- --------- ---------- -----------
Geographical Segment - Group Year ended 31 December 2015 (AUDITED)
United Namibia Mozambique Total Kingdom GBP GBP GBP GBP Other income - - - - Exploration & evaluation expenditure - (1,142,851) - (1,142,851) Administration expenses (1,078,093) (805,507) - (1,883,600) Interest paid (82,657) (120) - (82,777) Interest received 718 13,753 - 14,471 Impairment of goodwill - (6,702,934) - (6,702,934) ------------- ------------ -------------------- ------------ Loss before taxation - (1,160,032) (8,637,659) - (9,797,691) ============= ============ ==================== ============ Trade and other receivables 28,737 28,074 25,114 81,925 Cash and cash equivalents 1,194,994 169,465 12,281 1,376,740 Accrued expenditure and provisions (158,732) (44,165) - (202,897) Convertible loan notes (150,238) - - (150,238) Non-current convertible loan notes (1,574,105) - - (1,574,105) Goodwill - 1,036,052 - 1,036,052 Investment in associate company - - 113,182 113,182 Intangible assets 3,399 - 56,495 59,894 Plant and equipment 563 141,039 - 141,602 ------------- ------------ -------------------- ------------ Net (liability) / assets (655,382) 1,330,465 207,072 882,155 ============= ============ ==================== ============
3. LOSS PER SHARE
Loss for Weighted Loss per the period average share from continuing number Basic operations of shares (pence GBP per share) Six months ended 30 (0.06) June 2016 (Unaudited) (1,302,437) 2,199,091,843 pence ----------------- ---------------- ------------ Six months ended 30 (0.07) June 2015 (Unaudited) (1,377,787) 1,915,875,310 pence ----------------- ---------------- ------------ Year ended 31 December (0.49) 2015 (Audited) (9,797,691) 1,981,829,845 pence ----------------- ---------------- ------------
The diluted loss per share has been calculated using a weighted average number of shares in issue. The conversion of share options decreases the basic loss per share, thus being anti-dilutive and the options must be excluded from the calculation.
4. GOODWILL
The Company acquired, on 20 November 2009, the entire issued share capital in, and the shareholder loans to Namib Lead and Zinc Mining (Pty) Ltd ("Namib Lead"). The consideration paid by the Company for the Namibian entity and the shareholder loans was satisfied by the allotment of 266,666,667 Ordinary shares of GBP0.002 each ("Ordinary shares") at a price of 3 pence per Ordinary share.
At the time of the acquisition the Namib Lead Licence Areas were subject to an external review by MSA Geosciences of South Africa whose employee, Mike Venter, acted as a Competent Person, as disclosed in the AIM re-admission document dated 28 November 2009.
Goodwill arising on the acquisition is GBP1,036,052 and was allocated to cash-generating units (CGUs) by reference to the exploration areas as shown below:
Goodwill ascribed to CGUs: GBP Namib Lead Namib lead-zinc mine 1,036,052 ==========
Goodwill impairment review
In accordance with the Group's accounting policies, and as required by IAS 36 'Impairment of Assets', the Directors test each goodwill CGU for impairment annually, or sooner, where indications exist or information comes to light that clarifies the size, quality and economics of the licences and ore bodies held/owned by WAGE and Namib Lead.
Namib Lead and Zinc Mining (Pty) Ltd ("NLZM")
The Namib Lead-Zinc project held by NLZM is the primary focus of activity. To date, significant project work has been completed resulting in the publication of a definitive feasibility study in late 2014 showing an economically robust project. The feasibility study and the impairment testing of the goodwill indicates a calculated net present value of $24.7 million and an IRR of 52%. To further enhance the value of the project, the Group has undertaken project optimisation work and has embarked on a 3,800 metre resource drilling campaign targeted at increasing the resource base and mine life. As a result of the impairment tests carried out and the resulting CGU's net present value estimated, the Directors do not believe that the goodwill of NLZM's Namib Lead of GBP1,036,052 should be impaired.
Goodwill balances at the period end
The goodwill balances at each period end were as follows:
Unaudited Unaudited Audited at at at 30 June 30 June 31 December Goodwill ascribed to CGUs: 2016 2015 2015 WAGE GBP GBP GBP Witvlei Copper - 4,719,300 - Dordabis Copper - 1,983,634 - ---------- ------------ -------------- - 6,702,934 - Namib Lead Namib Lead - mine 1,036,052 1,036,052 1,036,052 Goodwill carrying values 1,036,052 7,738,986 1,036,052 ========== ============ ==============
At 31 December 2015 an impairment charge of GBP6,702,934 was made to the goodwill ascribed to West Africa Gold Exploration (Namibia) (Pty) Ltd. This was due to the net present value of the copper projects associated with the licenses being marginal using long term consensus copper prices.
5. INTANGIBLE ASSETS
Exploration licences Software Total GBP GBP GBP COST At 31 December 2014 (Audited) 134,464 37,151 171,615 Effects of foreign exchange (5,159) (1,429) (6,588) -------------------------- -------- -------- At 30 June 2015 (Unaudited) 129,305 35,722 165,027 Effects of foreign exchange (11,342) (3,139) (14,481) -------------------------- -------- -------- At 31 December 2015 (Audited) 117,963 32,583 150,546 Effects of foreign exchange 9,831 2,745 12,576 -------------------------- -------- -------- At 30 June 2016 (Unaudited) 127,794 35,328 163,122 -------------------------- -------- -------- AMORTISATION At 31 December 2014 (Audited) 77,969 28,708 106,677 Charge for the period - 2,861 2,861 Effects of foreign exchange (5,159) (1,424) (6,583) -------------------------- -------- -------- At 30 June 2015 (Unaudited) 72,810 30,145 102,955 Charge for the period - 2,182 2,182 Effects of foreign exchange (11,342) (3,143) (14,485) -------------------------- -------- -------- At 31 December 2015 (Audited) 61,468 29,184 90,652 Charge for the period - 2,200 2,200 Effects of foreign exchange 9,831 2,745 12,576 -------------------------- -------- -------- At 30 June 2016 (Unaudited) 71,299 34,129 105,428 -------------------------- -------- -------- NET BOOK VALUE At 30 June 2016 (Unaudited) 56,495 1,199 57,694 -------------------------- -------- -------- At 30 June 2015 (Unaudited) 56,495 5,577 62,072 -------------------------- -------- -------- At 31 December 2015 (Audited) 56,495 3,399 59,894 -------------------------- -------- --------
6. PROPERTY, PLANT AND EQUIPMENT
Plant & Fixtures Motor vehicles machinery & fittings GBP Total GBP GBP GBP COST At 31 December 2014 (Audited) 163,452 39,483 172,724 375,659 Additions in the period 89,052 5,375 - 94,427 Effects of foreign exchange (10,815) (1,432) (11,430) (23,677) --------------------- ---------------- ---------------------- -------- At 30 June 2015 (Unaudited) 241,689 43,426 161,294 446,409 Additions in the period (12,890) 803 - (12,087) Effects of foreign exchange (23,777) (3,148) (25,125) (52,050) --------------------- ---------------- ---------------------- -------- At 31 December 2015 (Audited) 205,022 41,081 136,169 382.272 Additions in the period - 470 - 470 Effects of foreign exchange 33,073 3,750 21,966 58,789 --------------------- ---------------- ---------------------- -------- At 30 June 2016 (Unaudited) 238,095 45,301 158,135 441,531 --------------------- ---------------- ---------------------- -------- DEPRECIATION At 31 December 2014 (Audited) 73,045 33,302 125,455 231,802 Charge for the period 19,362 3,113 9,411 31,886 Effects of foreign exchange (5,997) (1,286) (8,868) (16,151) --------------------- ---------------- ---------------------- -------- At 30 June 2015 (Unaudited) 86,410 35,129 125,998 247,537 Charge for the period 23.615 2,217 7,072 32,904 Effects of foreign exchange (16,104) (3,435) (20,232) (39,771) --------------------- ---------------- ---------------------- -------- At 31 December 2015 (Audited) 93,921 33,911 112,838 240,670 Charge for the period 22,219 1,493 7,033 30,745 Effects of foreign exchange 16,060 2,736 18,491 37,287 --------------------- ---------------- ---------------------- -------- At 30 June 2016 (Unaudited) 132,200 38,140 138,362 304,691 --------------------- ---------------- ---------------------- -------- NET BOOK VALUE --------------------- ---------------- ---------------------- -------- At 30 June 2016 (Unaudited) 105,895 7,161 19,773 132,829 --------------------- ---------------- ---------------------- -------- At 30 June 2015 (Unaudited) 155,279 8,297 35,296 198,872 --------------------- ---------------- ---------------------- -------- At 31 December 2015 (Audited) 111,101 7,170 23,331 141,602 --------------------- ---------------- ---------------------- --------
7. CONVERTIBLE LOAN NOTES
Unaudited Unaudited Audited at at at 30 June 30 June 31 December 2016 2015 2015 GBP GBP GBP Amounts falling due within one year: Convertible loan notes 150,238 - 150,238 ---------- ---------- ------------- Amounts falling due after more than one year: Convertible loan notes 1,621,915 - 1,574,105 ---------- ---------- ------------- Total 1,772,153 - 1,724,343 ========== ========== =============
Greenstone Resources LP issued convertible loan notes to North River Resources Plc as part of the contracted subscription agreement in the Open Offer placed on the market in September 2015.
The US Dollar notes are convertible into new ordinary shares at the Open Offer Price (0.02p per Ordinary Share). The Offer Price is converted into US Dollars applying the Financial Times Exchange rate on the date before the Open Offer (14 September 2015 $1: GBP0.6489).
Transaction costs directly associated with the issue of Convertible loan notes have been allocated to the liability and equity components in accordance with IAS 32 'Financial Instruments: Presentation'. They are recognised against the outstanding loan balance and included in the discounting calculation used to calculate the fair value of the loan notes. The loan notes are unwound over the loan period until maturity, at this point the loan liability will be equal to the face value notes issued in October 2015 of $3,418,355.
In July 2016 the Convertible loan notes were redeemed in full as part of a GBP4.2m ($5.6m) fundraising completed, see note 15 for further details.
8. INVESTMENT IN ASSOCIATED COMPANY
The following entity meets the definition of an associate and has been equity accounted in the consolidated interim financial information:
Company Country Group interest of Incorporation at 30 June 2016 North River Resources (Murrupula) Limitada Mozambique 40%
North River Resources (Murrupula) Limitada ('Murrupula') is a company that was registered in Mozambique on 27 January 2011. The Group's interest in Murrupula is jointly held by North River Resources plc and NRR Mozambique Limited. It is also the beneficial owner of an exploration licence in Mozambique. The licence and Murrupula are the subject of a Heads of Agreement between Baobab Resources Limited ("Baobab") and North River Resources plc. Under this agreement Baobab is entitled to a 60% participation interest in Murrupula. Boabab have completed the agreed level of exploration work. Legal control over Murrupula has not yet passed to Baobab, however, effective control has passed.
Accordingly, these consolidated financial statements have been prepared on the basis that control has passed and that Murrupula is treated as an associate as from 1 October 2011.
9. SHARE CAPITAL
Allotted, issued and fully paid:
Nominal Unaudited Unaudited Audited value at at at 30 June 30 June 31 December 2016 2015 2015 GBP GBP GBP Number of Ordinary shares 2,199,091,843 1,915,875,310 2,199,091,843 Ordinary share 0.2p GBP4,398,183 GBP3,831,750 GBP4,398,183 capital ============== ============== ============== Date of issue Detail of Number of Share Share issue Ordinary capital premium shares GBP GBP At 1 January 2014 1,915,875,310 3,831,750 21,258,590 Open Offer 7 October 2015 and Placing 283,216,533 566,433 - As at 31 December 2015 2,199,091,843 4,398,183 21,258,590 As at 30 June 2016 2,199,091,843 4,398,183 21,258,590 ================ ============ =============
10. SUBSIDIARIES
The consolidated interim financial information includes the following group companies: Company Country of Holding Nature of business Incorporation NRR Energy Minerals Limited United Kingdom 100% Holding company NRR Mozambique Limited United Kingdom 100% Holding company West Africa Gold Exploration Namibia 100% Exploration (Namibia) (Pty) Ltd and mining Namib Lead and Zinc Mining Namibia 100% Exploration (Pty) Ltd and mining North River Resources Namibia Namibia 100% Administration (Pty) Ltd North River Resources (Mavuzi) Mozambique 100% Inactive Limitada
NRR Energy Minerals Limited and NRR Mozambique Limited act as holding companies to associates, joint venture companies and subsidiaries in Namibia and Mozambique respectively.
11. SHARE BASED PAYMENTS
Share options outstanding
Unaudited Unaudited Audited 6 months 6 months Year ended ended ended 31 Dec 30 June 30 June 2015 2016 2015 Number Number Number Opening balance - 9,100,000 9,100,000 Expired / cancelled during the period - (9,100,000) (9,100,000) ----------- ------------ ------------ Closing balance - - - =========== ============ ============
There are no share options outstanding as at 30 June 2016. All share options were fully expensed in prior periods.
12. CONTROL
No one party is identified as controlling the Group.
13. RELATED PARTY TRANSACTIONS
Convertible loan notes
During the period the Group incurred interest quarterly in arrears on the full balance of the loan notes at an annualised rate of 10%. A total of GBP113,113 (December 2015: GBP50,698, June 2015: GBPnil) was paid on the issued loan notes to Greenstone Resources LP.
Directors' remuneration
Details of the Director's remuneration for the period ending 30 June 2016 were as follows:
James Beams GBP80,000 Ken Sangster GBP12,000 Keith Marshall GBP12,000 Rod Beddows GBP24,000 Mark Thompson GBP12,000
14. EXPLORATION EXPENDITURE COMMITMENTS
Restoration commitments
The Company has no obligations to undertake any rehabilitation or restoration activity on the licences currently held. Existing Exploration Licences in Namibia
The Group has a number of exploration licences in Namibia. The Group plans to carry out further exploration work on the licences, the amount of work being dependant on success at each stage. Estimated exploration expenditure, excluding the ongoing expenditure on the Namib project, and based on success, could be up to GBP0.1 million on these licences through 2016 - 2017. There is scope in the Mines and Minerals Act for expenditure to be altered by the Group and still keep the licences in good standing. It should also be noted that meaningful expenditure will only commence once outstanding licence renewals have been received, and if at any point the results do not support further investment, the relevant work programme will be terminated without further expenditure.
Existing Exploration Licences in Mozambique
The Group has a 40% interest in a licence in Mozambique, through its associated company North River Resources
(Murrupula) Limitada. The cost of maintaining this licence is not significant to the Group and will be borne by North River Resources plc (see Note 8).
15. SUBSEQUENT EVENTS
Fundraising:
On 18 July 2016, shareholders approved a financing proposal by the Company involving a share capital reorganization, an open offer and placing.
The Company had secured GBP4.2m (US $5.6m) of funding through the issue of new secured, conditionally convertible loan notes to Greenstone Resources LP in order to fully redeem the 2015 convertible loan notes and raise $2.5 million in new working capital. The conditional convertible loan notes were redeemable in full for newly issued shares in the Company. The Company also received approval from shareholders to undertake a share capital re-organisation in order to be ab le to issue these new ordinary shares and to undertake an open offer and a placing to redeem the loan notes in full.
The results of the Open Offer led to an additional 258,758 new ordinary shares being issued to Eligible Shareholders. The Company did not raise any funds from the placing.
The Company redeemed GBP61,455 of the loan notes from amounts raised in the open offer and converted the remaining balance of the convertible loan notes into 17,337,471 new ordinary shares. Following the issue of new ordinary shares to Greenstone, Greenstone's aggregate holding in the Company stands at 19,975,501 ordinary shares, which represents 75.69 per cent of the Company's issued share capital.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
September 26, 2016 02:00 ET (06:00 GMT)
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