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RBD Reabold Resources Plc

0.0625
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Reabold Resources Plc LSE:RBD London Ordinary Share GB00B95L0551 ORD 0.1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.0625 0.06 0.065 0.0625 0.0625 0.0625 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Mgmt Invt Offices, Open-end 560k -45k 0.0000 N/A 5.93M

Reabold Resources PLC Annual Report for year ended 31 December 2016 (2110J)

26/06/2017 5:44pm

UK Regulatory


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RNS Number : 2110J

Reabold Resources PLC

26 June 2017

For immediate release 26 June 2017

REABOLD RESOURCES PLC

Annual Report and Financial Statements

For the year ended 31 December 2016

The Board of Reabold Resrouces is pleased to announce the Company's audited annual report and financial statements for the year ended 31 December 2016 ("the Accounts").

The Accounts are being posted to shareholders and will shortly be available from the Company's website www.reabold.com and extracts of the Accounts are set out below.

Chairman's statement and Strategic report

The Chairman's statement and the Strategic report for Reabold Resources Plc ("the Company") for the year ended 31 December 2016 are presented below.

The Board has continued to be active in the identification and evaluation of investment opportunities in various sectors towards the objective of an acquisition that drives creation of value for stakeholders.

Placement

On 8 January 2016, the Company announced a placement of 40,000,000 new Ordinary shares of 0.1p each at a price of 0.5p per share, raising GBP200,000 for working capital purposes.

Mogul Ventures Corp. Investment

The Company holds 5 million shares in Mogul Ventures Corp. ("Mogul"), a private company focused on natural resources in Mongolia, principally in tin. Reabold's holding in Mogul amounts to a 1.2% undiluted and fully diluted interest. On 20 February 2015, Mogul entered into an amended and restated arrangement agreement ("the Arrangement Agreement") with Knowlton Capital Inc. ("Knowlton"), a TSX-V listed company, for the acquisition by Knowlton of all of the issued and outstanding shares of Mogul. The Arrangement Agreement superseded a letter of intent dated 23 May 2014 and a definitive agreement dated 22 August 2014. The Arrangement Agreement constituted a reverse takeover of Knowlton, the completion of which was subject to a number of conditions, including approval by the TSX-V, Knowlton's shareholders and Mogul's shareholders. On 29 April 2016, Knowlton announced the termination of the Arrangement Agreement with Mogul to pursue another reverse take-over transaction.

During 2016, a highly experienced tin metallurgical consultant and ALS Metallurgy Burnie laboratory in Tasmania conducted initial testwork on a composite sample from the Eastern zone:

   --      confirmed that all tin is in cassiterite; 

-- recovered 82.4% of tin into a non-magnetic product after crushing, grinding and magnetic separation; and

   --      additional tests ongoing. 

During 2016, Mogul raised a total of $250,000 with equity and equity-linked financings at CAD$0.25 per share.

Management and key stakeholders in Mogul remain positive towards Mogul's future in the public markets under improved market conditions, with the significant increase in tin prices spurring ongoing interest in Mogul's project.

Financial Review

The loss of the Company for the 12 months ended 31 December 2016 was GBP115,000 (2015: loss of GBP104,000), in line with expectations. The net assets as at 31 December 2016 were GBP509,000 (2015: GBP624,000). As at 31 December 2016, the Company had cash of GBP340,000.

Post Balance Sheet Date - Investment in Tonsley Mining Pty Limited and Placement

On 19 April 2017, the Company announced that it has entered into an agreement to buy an initial interest in the advanced San Jose Lithium-Tin Project in Spain ("the Project") for a consideration of A$500,000 (approx. GBP300,000). The San Jose Project is a Joint Venture between Plymouth Minerals Limited's ("Plymouth" ASX:PLH) subsidiary Tonsley Mining Pty Limited ("Tonsley") and Sacyr, S.A, the IBEX 35 Spanish listed multinational infrastructures and services company. This investment is in line with Reabold's strategy to identify strategic mineral opportunities with the potential to add significant shareholder value.

The initial investment in the Project was affected through a share subscription agreement in the amount of AUD$500,000 to acquire a minority interest of approx. 2.0% in Tonsley, an Australian special purpose holding company which owns the rights to earn up to a 75% interest in the Project. After an agreed amount of time between the Parties or in the event no interest is earned by Tonsley (or its subsidiary) in the Project, there is an agreed contractual mechanism (by way of options) for the AUD$500,000 funds to be returned to the Company.

Tonsley has the right to earn a 75% interest in the Project by spending EUR1.5 million for a first stage 50%, then EUR2.5 million for the additional 25%, which is being funded by Plymouth.

Historically the Spanish Mining Company, Tolsa SA, conducted an extensive feasibility study at San Jose from 1985-1991. This included 8,400m of Reverse Circulation (RC) and diamond drilling. A resource (Not JORC 2012) was estimated and on the basis of this, mining and processing studies were undertaken.

On 25 May 2017, Plymouth announced the Project's maiden lithium (Li) mineral resource in accordance with the

JORC Code.   The announcement included the following (Source: PLH ASX announcement 25 May 2017): 
   --      resource contains an estimated 1.3M tonnes of lithium carbonate; 

-- combined Indicated and Inferred Mineral Resource at a 0.10% Li cut-off of 92.3Mt at 0.6% Li(2) O (lithium oxide) and 0.02% Sn (tin);

-- combined Indicated and Inferred Mineral Resource at a 0.35% Li cut-off of 16.5Mt at 0.9% Li(2) O (lithium oxide) and 0.04% Sn (tin);

   --      proven simple process flow-sheet and metallurgy to saleable lithium carbonate; 
   --      deposit is open along strike and at depth; and 
   --      large exploration target with the potential to double the maiden mineral resource. 

Plymouth expect to complete a detailed process flow sheet update for the Project by the end Q2 2017, to allow the production of a JORC Scoping Study for the Project to produce lithium carbonate and tin on site, to be released in Q3 2017 (Source: PLH ASX announcement 1 June 2017).

In addition to the Project, Tonsley is the 80 percent owner of the Morille tungsten-tin project in Spain (Aurum Mining PLC 20%) and has leveraged off local relationships and preparatory work competed by Aurum Mining PLC between 2011 and 2013. However, present operational focus for Tonsley is the Project.

On 19 April 2017, the Company announced the arrangement of subscriptions totalling GBP367,500 for 73,500,000 new Ordinary Shares of 0.1p each at a price of 0.5p per share to fund the investment in Tonsley Mining and for working capital purposes.

Outlook

Having made a significant investment in Tonsley with its interest in the exciting advanced San Jose Lithium-Tin Project in Spain and successfully raised further capital, the Board is moving forward positively to drive shareholder value through the investment strategy. Whilst the Board believes there are positive cyclical investment opportunities in resources stocks, they may be subject to significant volatility in financial markets and commodity prices, as well as other potential risk areas, including operational, geological, environmental, sovereign issues and access to capital. The Board will evaluate investment opportunities in other sectors as they arise.

The Company's current investments are at the relatively early stage of the resource development cycle, being pre-completion of scoping study level. The risk associated with investing in any resource projects at an early stage is high, and the success or failure of a project is dependent on a number of factors, including metallurgical, technical, environmental, commercial, economic and financing risks. It is noted that the lithium sector is not commoditised, which is an additional risk factor. Our approach to mitigate these risks is to obtain a fundamental understanding of the resource, its chemistry and management team. By doing so, we invest in projects that we believe have the potential to come to production and deliver value to our shareholders.

The Board looks forward to reporting further in due course.

This report was approved by the Board and signed on its behalf:

Jeremy Edelman

Director

For further information please contact:

Reabold Resources plc

   Jeremy Edelman                                                            +44 (0) 207 440 0640 

Antony Samaha

Beaumont Cornish Limited (Nomad)

www.beaumontcornish.com

   Roland Cornish/ James Biddle/ Felicity Geidt                   +44 (0) 20 7628 3396 

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

Statement of comprehensive income for the year ended 31 December 2016

_____________________________________________________________________________________

 
                                          Notes     2016     2015 
                                                 GBP'000  GBP'000 
 
 
Administration expenses                            (115)    (104) 
 
Loss on ordinary activities before 
 taxation                                          (115)    (104) 
 
Taxation on loss on ordinary activities       7        -        - 
 
Loss for the financial year                        (115)    (104) 
 
Other comprehensive income                             -        - 
 
Total comprehensive loss for the 
 financial year                                    (115)    (104) 
 
Attributable to: 
Equity holders                                     (115)    (104) 
 
                                                   (115)    (104) 
 
 
Loss per share 
Basic and fully diluted loss per 
 share (pence)                               11   (0.04)   (0.04) 
 
 
 

All amounts relate to continuing operations.

The notes form part of the financial statements.

Statement of financial position as at 31 December 2016

_____________________________________________________________________________________

 
 
 
                                 Notes     2016     2015 
                                        GBP'000  GBP'000 
ASSETS 
Non-current assets 
Investments available for sale       9      200      200 
 
                                            200      200 
 
Current assets 
Trade and other receivables         10        1        1 
Cash and cash equivalents                   340      481 
 
                                            341      482 
 
Total assets                                541      682 
 
EQUITY 
Capital and reserves 
Share capital                       11      435      395 
Share premium account                     8,451    8,291 
Advance received for shares to 
 be issued                                    -      200 
Capital redemption reserve                  200      200 
Retained loss                           (8,577)  (8,462) 
 
Total equity                                509      624 
 
LIABILITIES 
 
Current liabilities 
Trade and other payables            12       32       58 
 
Total liabilities                            32       58 
 
Total equity and liabilities                541      682 
 
 

The notes form part of the financial statements.

Statement of changes in equity for the year ended 31 December 2016

_____________________________________________________________________________________

 
                         Share     Share      Advance      Capital   Retained    Total 
                       capital   premium     received   redemption   earnings 
                                           for shares      reserve 
                                                to be 
                                               issued 
                       GBP'000   GBP'000      GBP'000      GBP'000    GBP'000  GBP'000 
 
Balance as at 31 
 December 2014             355     8,131            -          200    (8,358)      328 
 
Total comprehensive 
 loss for the year           -         -            -            -      (104)    (104) 
 
Changes in equity 
 for 2015 
 
Issue of share 
 capital                    40       160            -            -          -      200 
Advance received 
 for shares to be 
 issued                      -         -          200            -          -      200 
 
 
Balance as at 31 
 December 2015             395     8,291          200          200    (8,462)      624 
                      --------  --------  -----------  -----------  ---------  ------- 
 
Total comprehensive 
 loss for the year           -         -            -            -      (115)    (115) 
 
Changes in equity 
 for 2016 
 
Issue of share 
 capital                    40       160            -            -          -      200 
Advance received 
 for shares to be 
 issued                      -         -        (200)            -          -    (200) 
 
 
Balance as at 31 
 December 2016             435     8,451            -          200    (8,577)      509 
                      --------  --------  -----------  -----------  ---------  ------- 
 
 

The notes form part of the financial statements.

Statement of cash flows for the year ended 31 December 2016

_____________________________________________________________________________________

 
                                        Notes     2016     2015 
                                               GBP'000  GBP'000 
Cash flows from operating activities 
Loss before taxation                             (115)    (104) 
 
Operating cash flows before movement 
 in working capital                              (115)    (104) 
 
Decrease/(Increase) in receivables                   -        1 
Increase/(decrease) in payables                   (26)     (12) 
 
Net cash used in operating activities            (141)    (115) 
 
Net cash flows from investment                       -        - 
 activities 
 
Cash flows from financing activities 
Share placement received                   13        -      200 
Advance received for shares to 
 be issued                                 13        -      200 
 
Net cash generated from financing 
 activities                                          -      400 
 
Net (decrease)/increase in cash 
 and cash equivalents                            (141)      285 
 
Cash and cash equivalents at 
 the beginning of the period                       481      196 
 
Cash and cash equivalents at 
 the end of the period                             340      481 
 
Cash and cash equivalents comprises: 
Cash and cash equivalents                          340      481 
Overdraft and borrowings                             -        - 
 
                                                   340      481 
 
 
 

The notes form part of the financial statements.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARED 31 DECEMBER 2016

Reabold Resources Plc is a company registered in England and Wales under the Companies Act. Registered in England number 3542727 at 20 Primrose Street, London EC2A 2EW. The nature of the Company's operations and its principal activities are set out in the Directors' report on pages 6 to 7.

   1.          Preparation of financial statements 

Standards, amendments and interpretations adopted in the current financial year ended 31 December 2016

The adoption of the following mentioned standards, amendments and interpretations in the current year have not had a material impact on the Company's financial statements:

-- Amendments to IAS 19 Employee Benefits - Employee Contributions (applicable for annual periods beginning on or after 1 February 2015);

-- Annual Improvements to IFRS (2010-2012) (applicable for annual periods beginning on or after 1 February 2015);

-- Annual Improvements to IFRS (2012-2014) (applicable for annual periods beginning on or after 1 January 2016);

-- Amendments to IAS 1 Presentation of Financial Statements - Disclosure Initiative (applicable for annual periods beginning on or after 1 January 2016);

-- Amendments to IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets- Depreciation and Amortisation (applicable for annual periods beginning on or after 1 January 2016);

-- Amendments to IAS 16 Property, Plant and Equipment and IAS 41 Agriculture- Bearer Plants (applicable for annual periods beginning on or after 1 January 2016);

-- Amendments to IAS 27 Separate Financial Statements - Equity Method (applicable for annual periods beginning on or after 1 January 2016);

-- Amendments to IFRS 10 Consolidated Financial Statements (applicable for annual periods beginning on or after 1 January 2016);

-- Amendments to IFRS 12 Disclosure of Interests in Other Entities (applicable for annual periods beginning on or after 1 January 2016);

-- Amendments to IAS 28 Investments in Associates and Joint Ventures (applicable for annual periods beginning on or after 1 January 2016); and

-- Amendments to IFRS 11 Joint Arrangements (applicable for annual periods beginning on or after 1 January 2016).

Other than disclosure, there has been no impact on the financial statements of these adoptions.

Standards, amendments and interpretations in issue but not yet effective

The adoption of the following mentioned standards, amendments and interpretations in future years are not expected to have a material impact on the Company's financial statements:

-- Amendments to IAS 7 Statement of Cash Flows - Disclosure Initiative (applicable for annual periods beginning on or after 1 January 2017);

-- Amendments to IAS 12 Income Taxes (applicable for annual periods beginning on or after 1 January 2017, but not yet endorsed in the EU);

-- Annual improvements to IFRS (2014-2016) (applicable for annual periods beginning on or after 1 January 2017 and for annual periods beginning on or after 1 January 2018);

-- Amendment to IAS 40 Investment Property (applicable for annual periods beginning on or after 1 January 2018, but not yet endorsed in the EU);

-- Amendment to IFRS 2 Share Base Payment (applicable for annual periods beginning on or after 1 January 2018, but not yet endorsed in the EU);

-- IFRS 9 Financial Instruments (applicable for annual periods beginning on or after 1 January 2018);

-- IFRS 15 Revenue from Contracts with Customers (applicable for annual periods beginning on or after 1 January 2018);

-- Clarifications to IFRS 15 Revenue from Contracts with Customers (applicable for annual periods beginning on or after 1 January 2018, but not yet endorsed in the EU);

-- IFRIC 22 Foreign Currency Transactions and Advances Consideration (applicable for annual periods beginning on or after 1 January 2018, but not yet endorsed in the EU);

-- IFRS 16 Leases (applicable for annual periods beginning on or after 1 January 2019, but not yet endorsed in the EU);

   --   Amendments to IFRS 4 Insurance Contracts (endorsement not expected before 2020); and 

-- Amendments to IFRS 10 Financial Instruments and IAS 28 Investment in Joint Ventures (endorsement postponed indefinitely).

   2.          Summary of significant accounting policies 

Basis of accounting

The 2016 financial statements are prepared under International Financial Reporting Standards, as adopted for use by the European Union.

The financial statements have been prepared on the going concern basis and historical cost basis, except that the following assets and liabilities are stated at their fair value: financial instruments classified as fair value through the profit and loss.

The financial statements are presented in sterling, the currency of the primary economic environment in which the Company operates and in which the majority of the Company's transactions are denominated.

The principal accounting policies adopted are set out below.

Going concern

The financial statements have been prepared on the going concern basis. The Directors have prepared cash flow forecasts for the period ending 30 June 2018 which take account of the current cost and operational structure of the Company. These forecasts demonstrate that the Company has sufficient cash funds available to allow it to continue in business for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

Investments available for sale

Classification

The Company classified its investments in unlisted shares that are not traded in an active market as available for sale at inception. Available for sale financial assets are non-derivatives that are either designated as available for sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.

Recognition

Purchases and sales of investments are recognised on the trade date - the date on which the Company commits to purchase or sell the investments.

Measurement

Unlisted Investments are initially recognised at cost, being the fair value of consideration given. Where the Company has investments in equity instruments that do not have a quoted price in an active market and whose fair value cannot be reliably measured these are carried at historic cost less any identified impairment losses at the end of each reporting period.

Fair value hierarchy

IFRS 13 requires disclosure of fair value measurements by level of the following fair value hierarchy:

Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities that the entity can readily observe;

Level 2 - inputs are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly; and

Level 3 - inputs that are not based on observable market data (unobservable inputs).

Unlisted Investments are therefore classified at level 2 of the fair value hierarchy when initially recognised.

Taxation

The tax charge represents the sum of current and deferred tax.

Current tax payable is based on taxable profits for the year. Taxable profits differ from net profits as reported in the income statement because it excludes items that are taxable or deductible in other years and items that are not taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are recognised for all temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed 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 asset to be recovered. Deferred tax assets are offset when there is a legally enforceable right to offset current tax assets against current liabilities and when deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority on either the same taxable entity or different taxable entity where there is an intention to settle on a net basis.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability or the asset is realised.

Borrowing costs

Unless borrowing costs are capitalised that are directly attributable to the acquisition, construction or production of a qualifying asset, borrowing costs are expensed in the period they are incurred. Borrowing costs are calculated using the effective interest rate method. No borrowing costs were capitalised in the year (2015: Nil).

Currencies

Transactions in currencies other than Sterling are recorded at the rates of exchange prevailing on the dates of the transactions. Monetary items in the statement of financial position are retranslated at the closing exchange rate at each statement of financial position date, and the resulting translation differences are recorded in profit or loss.

Impairment of investments available for sale

At each reporting date, if there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, the amount of the impairment loss is measured as the difference between the carrying amount of the financial asset and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses shall not be reversed.

Financial instruments

Financial assets and financial liabilities are recognised in the Company's statements of financial position when the Company has become a party to the contractual provisions of the instrument.

Loans and other receivables

Loans and other receivables are recognised initially at fair value and subsequently measured at amortised costs using the effective interest rate method, as reduced by appropriate provisions for estimated irrecoverable amounts less provision for impairment. A provision for impairment is accounted for when management deems the specific receivable balance not to be collectable. The amount of the impairment loss is recognised in the income statement.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term deposits and liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method, with interest expense recognised on the expected yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expect life of the expected financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that creates a residual interest in the assets of the Company.

Trade payables

Trade payables are stated at their amortised cost less any discount or rebate received.

Dividends

Dividend distribution to the Company's shareholders is recognised as a liability in the Company's financial statements in the period in which the dividends are approved by the Company's shareholders.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Capital redemption reserve

Where a company acquires its own shares out of free reserves, then a sum equivalent to the nominal value is transferred to a capital redemption reserve.

Critical accounting judgements and key sources of estimation uncertainty

The Directors consider the critical accounting estimates and judgements used in the financial statements and concluded that the main areas of judgement are:

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. 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 judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical accounting judgements, apart from those involving estimations (which are dealt with separately below), that the Directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

(a) Critical judgements in applying the Company's accounting policy

In the process of applying the Company's accounting policies which are described above, management has not had to make any further significant judgements on the amounts recognised in the financial statements.

(b) Key sources of estimation uncertainty

As the Company is an investing company, the key source of estimation uncertainty is the impairment review of unlisted investments.

   3.          Segment analysis 

The segmental analysis relates to the operations of the Company, as these are individual financial statements of the Company. The Company has one reportable operating segment on the basis that it earns revenues and incurs expenses from one business activity; being investing, and on the basis that it operates in one geographical location; being the United Kingdom. During the current year, the Company did not generate any turnover from its investment activities, as no acquisition was completed during the reporting period.

   4.          Loss from operations 
 
                                               2016     2015 
The result from operations has been         GBP'000  GBP'000 
 arrived at after charging: 
 
Auditors' remuneration - audit of Company        12       11 
Auditors' remuneration - other services           -        - 
Staff costs - Directors                          55       48 
 
 

The auditors have not provided non-audit services during 2016.

   5.          Staff costs 
 
 
Staff employment costs were:      2016     2015 
                               GBP'000  GBP'000 
 
Wages and salaries                  50       48 
Social security costs                5        - 
Other pension costs                  -        - 
 
                                    55       48 
 
 

During the year there were no employees (2015: nil) employed by the Company excluding Directors in administration roles. The staff costs during the year include the accrual of director fees in the amount of GBP16,000 which were not paid during the reporting period.

   6.          Directors' remuneration 

The emoluments (including pension contributions) paid to Directors during the year was as follows:

 
                      Salary & fees         Compensation        Pension     2016     2015 
                                      for loss of office   contribution    Total    Total 
                            GBP'000              GBP'000        GBP'000  GBP'000  GBP'000 
Executive Directors 
Jeremy Edelman                   24                    -              -       24       24 
Anthony Samaha                   26                    -              -       26       24 
                                 50                    -              -       50       48 
 
 
 

An accrual of GBP16,000 for directors which were unpaid during the reporting period has been made.

As at 31 December 2016, no Director was accruing benefits under a money purchase scheme (2015: none). At the year-end no Director had any share options.

   7.             Taxation on loss on ordinary activities 

Factors affecting tax charge for the year:

The tax assessed for the year is lower than the standard rate of corporation tax in the UK 20 % (2015: 20%).

                                                                                                                                                                           2016                        2015 
                                                                                                                                                                          GBP'000                      GBP'000 

Loss on ordinary activities before tax (115) (104)

Loss on ordinary activities multiplied by standard rate

of corporation tax in the UK of 20.0% (2015: 20.0%) (23) (20)

Effects of:

Unrelieved tax losses 23 20

Total tax for the year - -

No deferred tax assets have been recognised in the year (2015: nil).

The corporation tax rate was 20.0% from 1 April 2014 to 1 April 2017. Thus the corporation tax rate for the year ended 31 December 2016 is 20.0%.

The Company has unused tax losses of GBP1.8 million and capital losses of GBP2.5 million. The deferred tax asset for these losses, amounting to GBP835,000 (2015: GBP835,000) has not been recognised as the timing of profits is uncertain.

   8.          Loss per share 
 
The calculations of the basic and diluted                    2016                              2015 
 earnings per share are based on the 
 following data: 
                                                          GBP'000                           GBP'000 
 
  Loss for the year                                         (115)                             (104) 
 
Loss for the purpose of basic earnings 
 per share                                                  (115)                             (104) 
 
 
                                                           Number                            Number 
Number of shares 
Weighted average number of ordinary 
 shares in issue during the year                      320,148,773                       251,682,611 
Effect of dilutive options                                      -                                 - 
 
Diluted weighted average number of 
 ordinary shares in issue during the 
 year                                                 320,148,773                       251,682,611 
 
 
  Loss per share 
Basic and diluted loss 
 per share (pence)                                         (0.04)                            (0.04) 
 
 
 
   9.          Investments available for sale 
 
                                   2016     2015 
                                GBP'000  GBP'000 
Opening                             200      200 
Additions at cost - cash              -        - 
Additions at cost - in specie         -        - 
                                -------  ------- 
Closing                             200      200 
                                -------  ------- 
 
 
   10.        Trade and other receivables 
 
                                        2016     2015 
                                     GBP'000  GBP'000 
 
Other taxation and social security         1        1 
 
                                           1        1 
 
 
 

The Directors consider that the carrying amount of trade and other receivables approximates to their fair value. All receivables are due within one year.

   11.        Share capital 
 
                                     2016         2016     2015          2015 
Called up, allotted and           GBP'000        No of  GBP'000  No of shares 
 fully paid                                     shares 
 
Ordinary shares 
Opening 1(st) January, ordinary 
 shares of 0.10 pence each            281  280,915,896      241   240,915,896 
Placement of new ordinary 
 shares of 0.10 pence each             40    40,000,00       40    40,000,000 
                                     ____   __________     ____    __________ 
Closing, 31(st) December, 
 ordinary shares of 0.10 
 pence each                           321  320,915,896      281   280,915,896 
 
"A" Deferred Share 
Opening, 1(st) January, 
 "A" Deferred Share of 1.65 
 pence each                           114    6,915,896      114     6,915,896 
                                     ____   __________     ____    __________ 
Closing, 31(st) December, 
 "A" Deferred Share of 1.65 
 pence each                           114    6,915,896      114     6,915,896 
 
 
 

At 31(st) December 2016 no share options were outstanding (2015: nil).

On 8 January 2016, the Company announced the placement of 40,000,000 ordinary shares at 0.5 pence per share to raise gross proceeds of GBP200,000 to provide additional working capital for the Company. The funds in respect of this placement were received prior to 31 December 2015.

As at 31 December 2016, the Company's total issued ordinary share capital was 320,915,895 ordinary shares of 0.1p each and 6,915,896 "A" Deferred Shares of 1.65 pence per share.

The holders of ordinary shares are entitled to one vote per share at the meetings of the Company and to dividends as declared in proportion to the amounts paid up on the ordinary shares. No shares are of the Company are currently redeemable or liable to be redeemable at the option of the holder or the Company.

The holders of "A" Deferred Shares do not have any right to receive written notice of or attend, speak or vote at any general meeting of the Company, or to any dividend declared by the Company. They may however be redeemed by the Company at any time at its option for one penny for all the "A" Deferred Shares without obtaining sanction of such holders.

   12.        Trade and other payables 
 
                              2016     2015 
                           GBP'000  GBP'000 
 
Trade and other payables         4        4 
Accruals                        28       47 
Loans from related party         -        7 
 
                                32       58 
 
 

The Directors consider that the carrying amount of trade and other payables approximates to their fair value. All liabilities are due within one year.

   13.           Related party transactions 

The amount of GBP7,260 due to Saltwind as at 31 December 2015 was fully repaid on 5 January 2016. There were no loans from related party as at 31 December 2016.

The directors are the key management of the Company (refer to note 7).

   14.        Financial risk management 

The Company's operations expose it to a limited level of credit, foreign currency and liquidity risk. There is not any financial risk arising from the effects of changes in market prices of commodities based on its current activities.

The Company does not use derivative financial instruments to manage interest rate costs, and no hedge accounting is thus applied. Given the size of the Company, the Directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the Board.

Credit risk

The Company's credit risk is primarily attributable to its trade receivables and cash balances. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.

Price risk

Price risk arises from uncertainty about the future prices of financial instruments held within the Company's portfolio. It represents the potential loss that the Company might suffer through holding market positions in the face of market movements. The investments in equity and fixed interest stocks of unlisted companies are not traded and as such the prices are more uncertain than those of more widely traded securities. The Board's strategy in managing the market price risk inherent in the Company's portfolio of equity investments is determined by the requirement to meet the Company's investment objective. The Directors manage these risks by regular reviews of the portfolio within the context of current market conditions. Unlisted investments are valued as per accounting policy in these financial statements.

Liquidity risk

The Company actively maintains a treasury system that maintains a net credit position and is designed to ensure the Company have sufficient available funds for operations and planned expansions.

Maturity of financial liabilities

The following table shows details the Company's remaining contractual maturity for its non-derivative financial liabilities. The maturity of the financial liabilities table has been drawn up based on the undisclosed cash flows based on the earliest date on which the Company can be required to pay.

 
                     2016     2015 
                  GBP'000  GBP'000 
 
Within one year        32       58 
 
 

Interest rate risk

The Company's exposure to changes in interest rate risk relates primarily to interest-earning financial assets and interest-bearing financial liabilities. Interest rate risk is managed by the Company on an ongoing basis with the primary objective of limiting the extent to which net interest expense could be affected by an adverse movement in interest rates.

Foreign currency risk

The Company incurs foreign currency risk on investments that are denominated in currencies other than Sterling. At present, the Company does not have any formal policy for hedging against exchange exposure. The Company may, when necessary, enter into foreign currency forward contracts to hedge against exposure from foreign currencies fluctuations. As at both 31 December 2015 and 31 December 2016 the Company has an investment denominated in Canadian Dollar. Any movement in the Canadian Dollar against Sterling will create a fair value gain or loss. The Company has assessed the impact of changes in exchange rates as not being significant to the Company.

   14.           Financial risk management (continued) 

Capital risk management

The Directors consider the Company's capital to comprise of share capital and reserves stated on the statement of financial position. The Company manages its capital to ensure the Company will be able to continue on a going concern on a long term basis while ensuring the optimal return to shareholders and other stakeholders through an effective debt and equity balance. No changes were made in the objectives, policies and processes during the current or previous year.

The share capital, including share premium, and reserves totalling GBP509,000 (2015: GBP624,000) provides the majority of the working capital required by the Company. The Management reviews the capital structure and makes adjustment to it in the light of changes in economic conditions.

Other financial assets and liabilities

The notional amounts of financial assets and liabilities with a maturity of less than one year (including trade and other receivables, cash and cash equivalents and trade and other payables) are assumed to approximate their fair value.

Categories of financial instruments

 
                                    2016     2015 
                                 GBP'000  GBP'000 
Financial assets: 
Cash and cash equivalents            340      481 
Loans and other receivables            1        1 
Available for sale investments       200      200 
 
Total financial assets               541      682 
 
 
Financial liabilities: 
Other financial liabilities           32       32 
 
Total financial liabilities           32       58 
 
 
   15.        Post balance sheet events 

On 19 April 2017, the Company announced that it had entered into a share subscription agreement in the amount of AUD$500,000 (approx. GBP300,000) to acquire an initial 2.0% interest in Tonsley (a subsidiary of ASX listed Plymouth), which holds the right to earn up to a 75% interest in the advanced San Jose Lithium-Tin Project in Spain.

On 19 April 2017, the Company announced the arrangement of subscriptions totalling GBP367,500 for 73,500,000 new Ordinary Shares of 0.1p each at a price of 0.5p per share to fund the investment in Tonsley and for working capital purposes.

   16.        Ultimate controlling party 

Jeremy Edelman is the ultimate controlling party.

Note to the announcement:

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2016 or 2015. The financial information for the year ended 31 December 2015 is derived from the statutory accounts for that year. The audit of statutory accounts for the year ended 31 December 2016 is complete.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCOKADNABKDKAB

(END) Dow Jones Newswires

June 26, 2017 12:44 ET (16:44 GMT)

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