REG - Red Rock Resources - Final Results for the Year Ended 30 June 2015 <Origin Href="QuoteRef">RRR.L</Origin> - Part 4

Red Rock ResourcesAnnouncement

12/11/2015 09:50

- Part 4: For the preceding part double click  ID:nRSL4758Fc 

note 7. 
 
25 Events after the reporting period 
 
Issue of new shares 
 
·      On 7 July 2015, the Company agreed to subscribe for 1,086,956 new ordinary shares in Elephant Oil Limited, at a
price per share of 25.3 pence, for an aggregate consideration of £275,000. The Company has also been granted the right to
invest a further £412,500 in to Elephant Oil Limited within a six month period, also at 25.3 pence per share. 
 
·      On 7 July 2015, the Company raised £327,500 by way of an issue of 689,473,706 new ordinary shares of 0.01 pence each
in the Company at a price of 0.0475 pence per share. For every two shares, each subscriber will be issued with one warrant
exercisable at 0.065 pence per share and expiring on 7 July 2017. 
 
·      On 8 July 2015, the Company raised £51,250 by way of an issue of 107,894,948 new ordinary shares of 0.01 pence each
in the Company at a price of 0.0475 pence per share. The Directors, Andrew Bell, Michael Nott and Sam Quinn participated in
£41,250 of this placing. For every two shares, each subscriber will be issued with one warrant exercisable at 0.065 pence
per share and expiring on 7 July 2017. 
 
·      On 13 July 2015, the Company raised £75,000 by way of an issue of 157,894,800 new ordinary shares of 0.01 pence each
in the Company at a price of 0.0475 pence per share. For every two shares, each subscriber will be issued with one warrant
exercisable at 0.065 pence per share and expiring on 7 July 2017. 
 
·      On 4 September 2015, the Company agreed to issue an unsecured convertible loan note of up to £250,000 to YA Global
Master SPV Ltd. The notes yield 10% per annum, have a maturity of 12 months and are able to be converted into ordinary
shares at any time, up until maturity. The Company will issue warrants over the shares in the capital of the Company
exercisable at a price of 0.036 pence and freely transferable for a period of 3 years. 
 
·      On 9 October 2015, the Company announced that YA Global Master SPV Ltd had converted £75,000 of its outstanding
balance of £250,000 unsecured Convertible Notes and £1,233 of accrued interest, into 416,573,115 ordinary shares in the
Company at a price of 0.0183 pence per share. 
 
Option Agreement 
 
·      On 28 October 2015, the Company announced it had entered into an option agreement with Shoats Creek Development
Corporation Inc, to take a 20% Working Interest in the planned development of the LM#21 and LM#22 wells at the Shoats Creek
Field, Beaureard Parish, Louisiana. The Operator will be an affiliate of Northcote Energy plc. The 20% Working Interest is
to be achieved at an aggregate cost of up to US$500,000 - US$600,000. 
 
Annual General Meeting 
 
The Company intends to issue a notice of Annual General Meeting of shareholders to be held at 11.00 a.m. on 21 December
2015 at 1 Adam Street, London WC2N 6LE for the purpose of dealing with the usual business applicable at such a meeting. 
 
26 Commitments 
 
As at 30 June 2015, the Company had entered into the following commitments: 
 
·      Exploration commitments: ongoing exploration expenditure is required to maintain title to the Group mineral
exploration permits in Kenya and Greenland. No provision has been made in the financial statements for these amounts as the
expenditure is expected to be fulfilled in the normal course of the operations of the Group. 
 
·      Under the terms of the joint venture, purchase and sale agreement entered into in August 2009 between the Company
and Kansai Mining Corporation Limited, the Company is required to act as manager of the tenements held by Mid Migori Mining
Company Limited in Kenya, pay the costs of exploration and other costs except for the costs of licence renewal and rents,
and keep the tenements in good standing. 
 
·      On 5 April 2013, Red Rock Resources plc entered into a joint lease agreement with Regency Mines plc and Greatland
Gold plc at Ivybridge House, 1 Adam Street, London WC2N 6LE. The lease is non-cancellable until 1 December 2017. Future
minimum annual rental and service charges payable by the Company is £38,850. 
 
27 Control 
 
There is considered to be no controlling party. Whereas Regency Mines plc originally held a controlling interest, this was
reduced to below 50% during the year to 30 June 2007, since when it has been progressively reduced to 4.87% as at 30 June
2015 and it further decreased to 3.76% as at 12 November 2015. 
 
28 These results are audited, however, the financial information does not constitute statutory accounts as defined under
section 434 of the Companies Act 2006. The consolidated statement of financial position at 30 June 2015 and the
consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity
and the consolidated cash flow statement for the year then ended have been extracted from the Group's 2015 statutory
financial statements.  The auditors have reported on the 2015 financial statements; their report was unqualified but did
contain an emphasis of matter paragraph on going concern as follows;. 
 
''In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the
disclosure made in note 1.5 to the financial statements concerning the Group's ability to continue as a going concern. 
 
The Group incurred a net loss of £8.4m during the year ended 30 June 2015 and, at that date, the Group had net current
liabilities of £1.4m. 
 
As explained in note 1.5, the Group has implemented plans to minimise its cash outflows by reducing its overheads and
corporate expenditure.  The Company is also considering disposals of investments to improve liquidity. 
 
These conditions, along with the other matters explained in note 1.5 to the financial statements, indicate the existence of
a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern. The
financial statements do not include the adjustments that would result if the Company was unable to continue as a going
concern.'' 
 
It contained no statement under sections 498(2) or (3) of the Companies Act 2006. The financial statements for 2015 will be
delivered to the Registrar of Companies by 31 December 2015. 
 
29 A copy of the Company's annual report and financial statements for 2015 will be made available on the Company's website
www.rrrplc.com shortly and at the Annual General Meeting on 21 December 2015; in addition the Annual Report will be posted
to the Shareholders who requested a hard copy. 
 
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