REG-ECR Minerals plc Annual Financial Report <Origin Href="QuoteRef">ECRE.L</Origin> - Part 3
05/03/2015 12:22
- Part 3: For the preceding part double click ID:nBwP39Fsb
financial assets 978,452 - - 978,452
Other financial assets - 228,814 - 228,814
978,452 228,814 - 1,207,266
Liquidity risk
The Company finances its operations primarily through the issue of equity share
capital and debt in order to ensure sufficient cash resources are maintained to
meet short-term liabilities and future project development requirements.
Management monitors availability of funds in relation to forecast expenditures
in order to ensure timely fundraising. Funds are raised in discrete tranches to
finance activities for limited periods.
Funds surplus to immediate requirements may be placed in liquid, low risk
investments.
The Company`s ability to raise finance is subject to market perceptions of the
success of its projects undertaken during the year and subsequently. Due to the
uncertain state of financial markets there can be no certainty that future
funding will continue to be available.
The table below sets out the maturity profile of financial liabilities as at 30
September 2014.
2014 2013
£`000 £`000
Due in less than 1 month 175 352
Due between 1 and 3 months - -
Due between 3 months and 1 year 794 -
Due after 1 year - -
969 352
23Segmental report
The Company is engaged in mineral exploration and development. The undertaking
disposed of during 2013 was involved in the manufacture of metal products. An
analysis of the Group revenue, results, assets and liabilities, capital
expenditure and depreciation is provided below.
Year ended 30 September 2014 Year ended 30 September 2013
Mining and Metal Mining and
exploration products exploration
continuing
discontinued
continuing
£ £ £
External revenue - 1,385,846 -
Interest income 654 - 78
Interest expense 21,586 34,027 622,769
Net profit / (loss) (1,746,397) 200,276 (7,520,872)
Total assets 5,687,924 - 6,621,546
Total liabilities 1,078,880 - 352,087
Capital expenditure 634,784 8,345 148,336
Depreciation & amortisation 358 - 1,662
Impairment of available for sale assets - - (26,216)
Impairment of other current assets - - (38,282)
Management does not segment the mineral exploration by geographical region when
evaluating performance.
24Consolidated cash flow statement
Group Company
Year ended Year ended Year ended Year ended
30 September 30 September 30 September 30 September
Note 2014 2013 2014 2013
£ £ £ £
Operating activities
(Loss)/profit for the year before tax (1,746,397) (7,320,596) (1,669,949) (7,467,371)
Adjustments:
Depreciation expense, property, plant and equipment 8 358 1,662 - 1,662
Recycling of exchange differences on disposal of subsidiary - (135,518) - -
Gain on disposal of assets in disposal group (95,508)
Provisions and impairment of investment and loans 585,895 3,046,139 585,895 3,046,139
Impairment of other current assets - 38,282 - 38,282
Provision for bad debts - - - -
Loss on extinguishment of debt - 68,119 - 68,119
Loss on available for sale financial assets 121,922 327,739 109,621 327,739
Interest income (654) (78) (654) (78)
Loss/(gain) on derivative - - - -
Loss/(gain) on revaluation of investments 202,618 2,434,564 202,618 2,434,564
Issue costs amortised - convertible loan 7 - 6,695 - 6,695
Interest paid on convertible loans 7 21,586 616,074 20,814 616,018
Interest expense - other - - - -
Share-based payments - 130,000 - 130,000
(Increase)/decrease in accounts receivable (20,785) 607,807 (23,987) 60,699
(Increase)/decrease in taxation 17,319 - 17,319 -
Increase/(decrease) in accounts payable (28,136) 93,523 (24,510) (61,315)
(Increase)/decrease in inventories - (415,718) - -
Shares issued in lieu of expense payments - 89,232 - 89,232
Net cash flow used in operations (846,274) (507,582) (782,833) (709,615)
Non-cash transactions
During the year there were the following significant non-cash transactions:
£
Loan notes converted into shares 64,226
Disposal of subsidiary - 2013
£
Property, plant and equipment 546,759
Inventories 877,736
Trade and other receivables 432,026
Cash and cash equivalents 257,131
Trade and other payables (1,661,801)
Interest bearing borrowings (52,696)
399,155
Non-controlling interests (29,236)
Net assets and non-controlling interests disposed of 369,919
Gain on disposal 94,706
Total disposal consideration receivable 464,625
Non-cash consideration (325,000)
Consideration receivable in cash 139,625
Transaction costs paid (25,313)
114,312
Impairment of amount receivable (38,282)
Cash received 76,030
Cash and cash equivalents disposed of (257,131)
25Post balance sheet events
* On 24 November 2014, the Company announced it had purchased 358,000 common
shares of Tiger International Resources, Inc. ("Tiger") for consideration of
C$0.20 per share. Tiger shares are listed on Canada`s TSX Venture Exchange with
the symbol TGR. The purchase equated to 3.67% of Tiger`s issued share capital.
* On 4 December 2014, Mercator Gold Australia Pty Ltd ("MGA") was released from
external administration.
* On 5 December 2014 the Company announced the issue of 102,905,100 ordinary
shares of £0.1p each in the Company following the partial conversion of
convertible loan notes amounting to US$250,000 at a price of £0.001549 per
share.
* On 16 December 2014 the Company announced the issue of 97,037,767 ordinary
shares of £0.1p each in the Company following the partial conversion of
convertible loan notes amounting to US$264,288 at a price of £0.001733 per
share.
* On 31 December 2014 the Company announced the grant to Directors, staff and
consultants of 208,940,427 share options exercisable to acquire one ordinary
share of the Company at a price of £0.00275 (0.275 pence) per share. The Options
are valid for five years and will vest immediately.
* On 22 January 2015 the Company announced that the second phase of drilling by
the Company at the Itogon gold project, Philippines had commenced.
* On 9 February 2015 the Company announced an agreement of three further
tranches of US$250,000 under the convertible loan facility in place with YA
Global SPV Ltd. The first of the tranches has been drawn down, the second will
be drawn on or about 2 March 2015, and the third will be drawn down on or around
1 April 2015.
* On 27 February 2015 the Company announced updates on two projects: SLM Gold
Project, Argentina - Following completion of the detailed geological mapping
exercise carried out in the latter part of 2014, bulk sampling is due to
commence at the Maestro Agüero prospect in March 2015; Itogon Gold Project,
Philippines - Further to ECR`s announcement dated 22 January 2015, diamond
drilling was proceeding satisfactorily at the Itogon project, which is presently
the Company`s main operational focus. Two of the seven holes planned had been
completed to date, and the third hole was underway.
ECR Minerals plc
(the "Company")
Company no. 05079979
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the annual general meeting of the Company will be
held at the East India Club, 16 St James`s Square, London SW1Y 4LH on 31 March
2015 at 9.30am in order to consider and, if thought fit, pass Resolutions 1 to 4
as ordinary resolutions and Resolution 5 as a special resolution:
Ordinary Resolutions
1 To receive, consider and adopt the directors` report and accounts of the
Company for the year ended 30 September 2014.
2 To re-appoint Nexia Smith & Williamson Audit Ltd of 25 Moorgate, London EC2R
6AY, as auditors of the Company and to authorise the directors to determine
their remuneration.
3 To re-elect as a director Stephen Clayson who is retiring in accordance with
Article 29 of the Company`s Articles of Association and who being eligible is
offering himself for re-election.
4 That the directors be generally and unconditionally authorised pursuant to
Section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company
or grant rights to subscribe for or to convert any security into shares in the
Company ("Rights") up to an aggregate nominal amount of £3,000,000, provided
that this authority shall, unless previously revoked or varied by the Company in
general meeting, expire at the conclusion of the next annual general meeting of
the Company following the date of the passing of this resolution or (if earlier)
15 months from the date of passing this resolution, but so that the directors
may before such expiry make an offer or agreement which would or might require
relevant securities to be allotted after such expiry and the directors may allot
relevant securities in pursuance of that offer or agreement as if the authority
hereby conferred had not expired.
Special Resolution
5 That, subject to the passing of Resolution 4, the directors be given the
general power to allot equity securities (as defined by Section 560 of the Act)
for cash, either pursuant to the authority conferred by Resolution 4 or by way
of a sale of treasury shares, as if Section 561(1) of the Act did not apply to
any such allotment, provided that this power shall be limited to:
5.1 the allotment of equity securities in connection with an offer by way of a
rights issue:
5.1.1 to the holders of ordinary shares in proportion (as nearly as may be
practicable) to their respective holdings; and
5.1.2 to holders of other equity securities as required by the rights of those
securities or as the directors otherwise consider necessary, but subject to such
exclusions or other arrangements as the directors may deem necessary or
expedient in relation to treasury shares, fractional entitlements, record dates,
legal or practical problems in or under the laws of any territory or the
requirements of any regulatory body or stock exchange; and
5.2 the allotment (otherwise than pursuant to paragraph 5.1 above) of equity
securities up to an aggregate nominal amount of £3,000,000. The power granted by
this resolution will unless otherwise renewed, varied or revoked by the Company,
expire at the conclusion of the next annual general meeting of the Company
following the date of the passing of this resolution or (if earlier) 15 months
from the date of passing this resolution, save that the Company may, before such
expiry make offers or agreements which would or might require equity securities
to be allotted after such expiry, and the directors may allot equity securities
in pursuance of any such offer or agreement notwithstanding that the power
conferred by this resolution has expired.
This resolution revokes and replaces all unexercised powers previously granted
to the directors to allot equity securities as if Section 561(1) of the Act did
not apply, but without prejudice to any allotment of equity securities already
made or agreed to be made pursuant to such authorities.
Section 656 Companies Act 2006 ("s656") has been brought to the attention of the
directors of the Company; s656 requires that when the net assets of a public
company are less than half of its called-up share capital, the directors of that
company are required to convene a general meeting. Accordingly the annual
general meeting of the Company will be held in addition for the purpose of
considering, whether any, and if so what, steps should be taken to deal with
this situation.
By order of the board of directors of ECR Minerals plc
Stephen Clayson
Director & Chief Executive Officer
Registered office:
ECR Minerals plc
Peek House
20 Eastcheap
London EC3M 1EB
4 March 2015
ECR Minerals plc
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