REG - Xtract Resources plc - Final Results <Origin Href="QuoteRef">XTR.L</Origin> - Part 2
16/07/2015 09:37
- Part 2: For the preceding part double click ID:nRSE3356Pa
for the year (2,267) (682) (2,949)
Year ended 31 December 2013 Investment and Other Oil and Gas Exploration Total
(Continuing) (Discontinued - post cessation costs)
£'000 £'000 £'000
Administrative and operating expenses (803) (55) (858)
Project costs (350) - (350)
Segment result (1,153) (55) (1,208)
Finance income/(costs) 81 159 240
Other gains and losses 840 - 840
(Loss)/profit before tax (232) 104 (128)
Tax credit - - -
(Loss)/profit for the year (232) 104 (128)
2014 2013
£'000 £'000
Balance sheet
Total assets
Gold production 6,802 -
Investment & other 825 2,800
Consolidated total assets 7,627 2,800
Liabilities
Gold production (4,635) -
Investment & other (1,393) (533)
Consolidated total liabilities (6,028) (533)
Geographical information
The following table provides information about the Group's segment assets by
geographical location:
Chile Year ended31 December2014£'000 6,802 Year ended31 December2013£'000 -
Europe 825 2,800
7,627 2,800
The accounting policies of the reportable segments are the same as the Group's accounting policies. Segment results represent the profit earned by each segment without allocation of central administration costs including directors' salaries, investment revenue and finance costs, and income tax expense. This is the measure reported to the Group's Board for the purposes of resource allocation and assessment of segment performance.
3.Profit/ (loss) per share
The calculation of the basic and diluted earnings per share is based on the
following data:
(Loss) for the purposes of basic and diluted earnings per share (EPS) being: Year ended31 December2014£'000 Year ended31 December2013£'000
Net (loss) for the year from continuing operation attributable to equity holders of the parent (2,949) (232)
Net profit/ (loss) for the year from discontinuing operation attributable to equity holders of the parent - 104
(2,949) (128)
Number of shares Number of shares
Weighted average number of ordinary shares for purposes of basic EPS 3,403,266,982 2,307,917,517
Effect of dilutive potential ordinary shares - options and warrants - -
Weighted average number of ordinary shares for purposes of diluted EPS 3,403,266,982 2,307,917,517
In accordance with IAS 33 and as the average share price in the year is lower
than the exercise price, the share options and warrants do not have a dilutive
impact on earnings per share, which are set out in the consolidated income
statement. Details of shares issued since the year end are shown in note 31 to
the financial statements.
4. Intangible assets
Land acquisition costs Development expenditure Reclamation & mine closure costs Total
£'000 £'000 £'000 £'000
Additions - at fair value 4,184 - 266 4, 450
at cost - 471 - 471
As at 31 December 2014 4,184 471 266 4,921
Amortisation
Charge for the year 246 28 15 289
As at 31 December 2014 246 28 15 289
Net book value at 31 December 2014 3,938 443 251 4,632
Land acquisition costs represent the full cost of a part interest and an
earn-in option to acquire the full interest in the Chepica gold and copper
mine property. The cost of the option is payable by instalments terminating in
2017. Option payments are non-interest bearing and the Company may, at its
sole discretion, terminate the agreement at any time with no obligation to
continue paying additional instalments. The unpaid instalments are included in
current and non-current liabilities.
5. Property, plant and equipment
Cost or fair value on acquisition of subsidiary Mining plant & equipment Land & Buildings Furniture & Fittings Total
£'000 £'000 £'000 £'000
At 1 January 2014 - - - -
Additions - at fair value 1,043 80 10 1,133
- at cost 124 23 - 147
At 31 December 2014 1,167 103 10 1,280
Depreciation
At 1 January 2014 - - - -
Charge for the period 73 9 3 85
At 31 December 2014 73 9 3 85
Net book value
At 31 December 2014 1,094 94 7 1,195
At 1 January 2014 - - - -
6. Share capital
2014 2013
Issued and fully paid ordinary shares of 0.01pence each Number of Shares £'000 Number ofShares £'000
At 1 January 2,339,181,216 1,627 2,306,105,129 1,623
Shares issued in the year 1,491,418,765 149 33,076,087 4
At 31 December 3,830,599,981 1,776 2,339,181,216 1,627
Share issue
In March 2014, the Company issued 500,000,000 Ordinary Shares at a price of
0.25p per Ordinary Share as part consideration for the acquisition of Polar
Mining (Barbados) Limited.
The Company had also agreed a financing package of £1.62 million with YAGM and
as a result, a total of 741,418,765 Ordinary Shares at a price of 0.2185p per
Ordinary Share were issued by the Company to YAGM.
In November 2014, the Company completed a subscription of equity by certain
investors amounting to £0.32 million. An additional 250,000,000 Ordinary
Shares were issued at a price of 0.13p per Ordinary Share.
The Company has one class of ordinary shares, which carry no right to fixed
income.
Options and Warrants
No Options were issues during the year.
The following options were issued during the prior year:
· Issued 28 May 2013 - 50,000,000 exercisable at 0.14p per share
· Issued 1 June 2013 - 20,000,000 exercisable at 0.19p per share
· Issued 9 December 2013 - 34,000,000 exercisable at 0.19p per share
The following warrants were issued during the year and the prior year:
· Issued 18 November 2014 - 68,378,571 exercisable at 0.3p per
share
· Issued 12 December 2013 - 12,226,000 exercisable at 0.6p per
share
The following share options expired during the year:
· Issued 1 July 2009 - 5,880,000 exercisable at 4.6p per share
· Issued 1 July 2009 - 4,200,000 exercisable at 2.3p per share
· Issued 1 July 2009 - 9,800,000 exercisable at 2.3p per share
The following share options and warrants remain outstanding at 31 December
2014:
· Issued 15 July 2010 - 21,700,000 exercisable at 1.8p per share
· Issued 15 July 2010 - 6,160,000 exercisable at 3.7p per share
· Issued 15 July 2010 - 1,312,500 exercisable at 3.7p per share
· Issued 12 September 2012 - 172,957,884 exercisable at 0.045p
per share
· Issued 28 May 2013 - 50,000,000 exercisable at 0.14p per share
· Issued 3 June 2013 - 20,000,000 exercisable at 0.19p per share
· Issued 9 December 2013 - 34,000,000 exercisable at 0.19p per
share
· Issued 12 December 2013 - 12,226,000 exercisable at 0.6p per
share
· Issued 18 November 2014 - 68,378,571 exercisable at 0.3 p per
share
All of the above share options and warrants entitle the holder to one fully
paid share in the Company upon payment of the exercise price per share.
7. Acquisition of subsidiary undertaking
On 24 February 2014, the Company acquired from Polar Star Mining Corporation
the entire issued share capital of its wholly owned subsidiary, Polar Mining
(Barbados) Limited, the parent company of Minera Polar Mining Chile Limitada,
a Chilean incorporated entity with a 15% direct interest and earn in option to
acquire the remaining 85% interest in the Chépica gold and copper mine
together with 100% of the Mejillones Phosphate project in Chile. The total
consideration of the acquisition was £1.81 million.
The net assets acquired and goodwill arising are as follows:-
Carrying valuebefore combination Fair value adjustment Fair value
£(000) £(000) £(000)
Tangible and intangible fixed assets 3,473 2,110 5,583
Trade and other receivables 2,264 (1,362) 902
Bank and cash balances 73 - 73
Trade and other payables (1,853) (2,630) (4,483)
Provisions (267) - (267)
3,690 (1,882) 1,808
Consideration :
Shares issued 1,250
Cash 558
(1,808)
Goodwill on consolidation -
The consideration for the Acquisition was £1.81million comprising £1.25
million, satisfied by the allotment and issue of 500,000,000 ordinary shares
of 0.01p each which were credited on 3 March 2014 as fully paid at a price of
0.25p per Ordinary Share, and cash of £0.56 million.
8. Events after the balance sheet date
Option Agreement
On 24 February 2015, the Company successfully re-negotiated the terms of the
earn-in option agreement and all payments that are due under the Option
Agreement have been suspended by the agreement of both parties until October
2015. Under the revised payment schedule, a payment of US$0.35 million is due
by 15 October 2015, relating to the 30 September quarter payment. All
remaining quarterly payments until 31 December 2016, which total US$2.4
million, remain unchanged. On the 1 January 2017, the Company will then make a
final payment of US$1.1 million (the deferred payments from January 2015 to
July 2015) and will thereafter acquire a 100% interest in the Mine.
Acquisition of 33.8Mt Sulphide Copper tailings Project in South Africa from
Mineral Technologies International
On 27 March 2015 the Company announced that it had signed a Deed of Assignment
("DoA") with Mineral Technologies International Limited ("MTI") which would
provide Xtract with an option to acquire a sulphide copper tailings project on
surface in the northern Cape province of South Africa (the "Project"). Under
the DoA MTI will assign all its rights, title, interest and obligations under,
in and to the Slime Dumps Agreement it signed with the O'Kiep Copper Company
(Pty) Ltd. to the Company. O'Kiep and Carolusberg Projects consists of the
Carolusberg and O'Kiep tailings dams which contain 33.8Mt of sulphide tailings
material on surface that was mined between 1980 and 2010 by O'Kiep Copper
Company ('OCC'). The Carolusberg tailings dam represents 28Mt of material
grading at 0.19% Cu and the O'Kiep tailings dam represents 5.8Mt of material
grading at 0.23% Cu.
The agreement is summarised as follows. Xtract has been granted until 30 June
2015 to complete a validation in so far as the title of the Project is
concerned. Should Xtract elect to move forward on the Project it will give
written notice of exercise of its option to OCC and pay an option fee of
US$0.03 million. Xtract can start technical work before this date (from the
date of the session which is 26 March 2015). Xtract will have until 28 October
2015 to complete its technical assessment and feasibility report. On 31
October 2015, Xtract will pay OCC US$1 million and MTI US$ 0.75 million
(total amount of US$1.75 million) and then 180 days after this date, which
will be 29 April 2016, Xtract will pay OCC US$0.37 million and a further 180
days after this date, which will be 27 October 2016, Xtract will pay OCC
US$0.37 million and MTI US$0.75 million (total amount of US$1.12 million). A
final payment of US$2.5 million is due to MTI on the date mining commences.
On 14 May 2015 the Company successfully re-negotiated improved terms with MTI
which resulted in a 19% discount on the total acquisition costs of the O'Kiep
Project to Xtract and comprised the following payments to MTI, a US$0.25
million cash payment payable upon signing of the agreement, a further US$0.125
million cash payment to be made by 26 May 2015 and the Issuance of 69,752,768
new Ordinary Shares of 0.01p to the value of US$0.375 million. A final payment
of US$2.5 million is due to MTI on the date mining commences.
Placing to Raise £1.75m
On 30 March 2015 the Company announced that it had raised £1.75 million
following the placement of 1,166,666,667 ordinary shares of 0.01p per share at
0.15p per Ordinary Share. Following admission of the new Ordinary Shares, the
Company had 4,997,266,647 Ordinary Shares in issue.
Heads of Agreement signed to evaluate copper dumps in the Northern Cape
Province of South Africa
On 23 April 2015 the Company signed a Heads of Agreement ('HOA') with Shirley
Hayes IPK (Pty) Limited ("IPK"), a local copper explorer in South Africa to
evaluate the Concordia project copper dumps, comprising 182,000 tons of copper
oxide material ('Concordia'). The oxide material is on surface and IPK has
estimated an average copper grade of 0.54%, which Xtract will evaluate and
verify in its initial due diligence. IPK is the owner of Concordia and,
pursuant to the heads of terms, has granted Xtract an exclusive six month
period to conduct due diligence on the oxide material. In consideration for
the exclusivity period, Xtract agreed to issue IPK 3 million ordinary shares
in Xtract. Should its due diligence on oxide material confirm that it is
commercially viable, Xtract will commence the construction of a heap leach
operation to treat the oxide material. Xtract will be entitled to 75% of the
gross revenues generated from the heap leach operation with IPK entitled to
the remaining 25%. Xtract will assume all and any environmental responsibility
for the heap leaching throughout the period of operations.
Completion of Placing to Raise £3m
On 8 May 2015 the Company announced it had has raised £3.0 million following
the placement of 1,200,000,000 ordinary shares of 0.01p per share at 0.25p per
Ordinary Share. Following Admission of the new Ordinary Shares, the Company
had 6,197,266,647 Ordinary Shares of 0.01p each in issue.
YAGM SEDA Draw Down and Termination of Equity Swap
On 20 May 2015 the Company announced it had drawn down £0.47 million k from
its existing SEDA with YAGM and had primarily deployed these funds to repay in
full the outstanding balance of the Loan Agreement. In accordance with the
terms of the SEDA, which was extended on 18 November 2014 to 30 November 2016.
The Company issued YAGM with 149,253,731 new Ordinary Shares at a price of
0.312p each. Following these transactions the Company had no debt outstanding
pursuant to the Loan Agreement, which remains in place with US$3.95 million
available for draw down. In addition the Company terminated the Equity Swap
Agreement entered into with YAGM on the 12 December 2013 and received net
proceeds of £0.08 million.
Exercise of Warrants
On 20 May 2015 the Company announced that it had received notice to exercise
warrants over a total of 228,624,551 ordinary shares in the Company of which
172,957,884 were at an exercise price of 0.00435p per Ordinary Share and
55,666,667 were at an exercise price of 0.15p per Ordinary Share. Following
the warrant exercise, the Company had 6,644,897,697 shares in issue.
This information is provided by RNS
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