Metal Tiger Plc
30 June 2016
Metal Tiger Plc
("Metal Tiger" or the "Company")
Audited results for the year ended 31 December 2015
Metal Tiger (LON: MTR), the natural resources investing company is pleased to announce its audited results for the year ended 31 December 2015.
- Net Asset Value up over 48%
- Increase in net cash in year of £168,453 (after net £1,812,359 proceeds from investment disposal was reinvested in Joint Ventures £596,343 and investments held for trading £1,199,401).
- Nil borrowings
- Net Current Assets of £1,058,333
- Market capitalisation up 45%
- Net Asset Value - fully diluted per share down 11%
Paul Johnson CEO of Metal Tiger stated: "I am pleased to present the report and accounts for the year ended 31 December 2015 during which the Metal Tiger business grew materially in terms of the depth and breadth of investing activities and interests.
We closed the year with a number of advancing Metal Project investments and a robust working capital position comprising cash and liquid resource equity holdings.
Moreover the extensive business progress in the first half of 2016 combined with the considerable increase in the Company’s working capital post year end means that we sit mid-2016 with an extremely strong position and one where we can take advantage of a recovery in the natural resource sector which the board believe is now underway."
The Annual Report and Accounts for the year ended 31 December 2015, along with an explanatory note for shareholders, will be available shortly to view and download from Metal Tiger's existing website (www.metaltigerplc.com) in accordance with rule 26 of the AIM Rules for Companies together with a notice of Annual General Meeting. The AGM is scheduled to take place at East India Club, 16 St James’ Square, London, SW1Y 4LH at 10.30 a.m. on 29 July 2016.
For further information on the Company, visit: www.metaltigerplc.com:
|Paul Johnson (Chief Executive Officer)||Tel: +44 (0)7766 465 617|
|Terry Grammer (Non- Executive Chairman)||Tel: +44 (0)207 099 0738|
|Sean Wyndham-Quin||Spark Advisory Partners Limited||Tel: +44 (0) 2033 683 555|
|Neil Baldwin||(Nominated Adviser)|
|Nick Emerson||SI Capital||Tel: +44 (0) 1483 413 500|
|Andy Thacker||(Sole Broker)|
Notes to Editors:
Metal Tiger plc is listed on the London Stock Exchange AIM Market (“AIM”) with the trading code MTR and invests in high potential mineral projects with a precious and strategic metals focus.
The Company’s target is to deliver a very high return for shareholders by investing in significantly undervalued and/or high potential opportunities in the mineral exploration and development sector timed to coincide, where possible, with a cyclical recovery in the exploration and mining markets. The Company’s key strategic objective is to ensure the distribution to shareholders of major returns achieved from disposals.
Metal Tiger’s Metal Projects Division is focused on the development of its key project interests in Botswana, Spain and Thailand. In Botswana Metal Tiger has a growing interest in the large and highly prospective Kalahari copper/silver belt. In Spain Metal Tiger the Company has tungsten and gold interests in the highly mineralised Extremadura region. In Thailand Metal Tiger has expanding interests over licences, applications and critical historical data covering antimony, copper, gold, silver, lead and zinc opportunities.
The Company has access to a diverse pipeline of new opportunities focused on the natural resource sector including physical resource projects, new natural resource centred technologies and resource sector related fintech opportunities. Pipeline projects deemed commercially viable may be undertaken by Metal Tiger or by an ISDX or AIM partner with whom the Company is engaged.
Metal Tiger also has an Asset Trading Division that holds various financial instruments for trading purposes including equities, warrants and royalty income. The aim of the division is to generate profits to reinvest into the Company’s project based activities.
FOR THE YEAR ENDED 31 December 2015
I am pleased to report on the Company’s audited results for the year ended 31 December 2015 which proved to be a major period of growth and development for Metal Tiger.
During the year Metal Tiger followed its investing ambitions with typical passion by building rapidly whilst most of the sector was locked in the stupor caused by collapsing resource markets and particularly poor sentiment in the resource sector as a whole.
During my career I have seen full cycles within the natural resource sector on numerous occasions. Sector lows offer opportunities that would never be available on similar terms during more buoyant times and therefore quality resource investing companies do not hibernate at the bottom of the cycle, they acquire!
Metal Tiger remained proactive during the year at all levels: with new project investments acquired; extensive assessment of new opportunities; and active trading of short term investments that yielded crystallised gains of £1.15 million.
The Board remained focused primarily on project investments during the year and secured or expanded key project interests in Botswana, Thailand and Spain, paving the way for company growth and development as the natural resource sector recovery sets in motion. With our interests now acquire in Botswana, Thailand and Spain we have an opportunity to build a large and robust resource company.
Reflecting on past experience it is vital to be well positioned when the sector transitions into the recovery phase. In my view, Metal Tiger is very well positioned and we are within the recovery phase. Now we must set about building a significant public resource company.
29 June 2016
CHIEF EXECUTIVE OFFICER COMMENTARY
FOR THE YEAR ENDED 31 December 2015
I am pleased to present the audited results for the year ended 31 December 2015.
Alongside the financial statements and supporting notes, a full review of business activities during the year is provided within the Strategic Report commencing on page 5.
Given that the results are for the period ended 31 December 2015, nearly six months ago, they reflect a historical position in terms of the Company’s progress and indeed its financial position. To assist therefore we have included within the Strategic Report further information which details key events after the Financial Statement date of 31 December 2015.
The information supplied highlights the material progress achieved in Botswana, Spain and Thailand between 31 December 2015 and the date of this report. Furthermore, we also highlight the near quadrupling in Company working capital that has occurred over the same period.
Metal Tiger is an active company, and has been so since it first came to the Alternative Investment Market (“AIM”) in mid-2014. We have built very rapidly during the last two years and expect the rate of growth to continue for the foreseeable future.
When we started in mid-2014 we had a small portfolio of interests and a small amount of working capital. Now we have a robust and diverse portfolio across our two divisions with the strongest working capital position the Company has ever experienced.
The Metal Tiger board believe we are now emerging from the major resource sector cyclical bottoming and so, with projects and material financial resources, we are well placed to deliver on our key objectives, namely, to generate material value through Metal Projects and, at a suitable future point, to distribute gains to shareholders.
I would like to place on record my thanks to all the team at Metal Tiger who have worked incredibly hard to bring the Company so far in difficult market conditions. Furthermore, we are grateful to the advisers who have helped the Company to implement its business plan in an efficient and compliant manner.
And finally, but most importantly, my thanks to the shareholders who have continued to support the Company and to those investors who helped finance the Company in 2015 and 2016. We continue to work proactively to deliver on our strategic objectives, generating value in the resource sector, crystallising and returning gains to shareholders.
Chief Executive Officer
29 June 2016
FOR THE YEAR ENDED 31 December 2015
The results of the Company for the year ended 31 December 2015 are set out on page 17 and show a loss before taxation for the year ended 31 December 2015 of £599,084 (2014 – profit £105,876).
REVIEW OF THE BUSINESS DURING THE YEAR
On 27 January 2015 we announced the creation of two divisions, Direct Equities and Direct Projects, and a further strengthening of the management structure for the Company.
The Direct Equities division was formed to reflect the Company’s specific investing in listed resource companies where the years of sector decline had presented the potential for near term material gains in undervalued resource shares.
The Direct Projects division targeted direct investment by the Company in low-entry cost, high-value potential resource projects on the ground, working with experienced local teams who were able to deploy Metal Tiger’s finance with efficient and productive ground operations.
The dual investing approach was designed to generate short term cash flow and medium-term asset growth by enabling any profits generated from the Direct Equities division to be recycled internally to fund Direct Projects activities, thus allowing a more rapid expansion of Direct Project work, and value creation, whilst alleviating the dilutive pressure of secondary placings to raise finance.
Finance and Working Capital
During 2015 Metal Tiger was able to raise £765,000 through secondary placings undertaken with third party investors in April, June and November 2015. In addition a further secondary placing was undertaken with Terry Grammer, Chairman, in December raising a further £240,000. Conversion of share options by Directors in July 2015 raised a further £46,700 for the Company.
In all cases during 2015 secondary placings were undertaken at or around the mid-price of the Company and without the heavy discounting typically assumed by companies raising money in London at this point in the resources cycle.
Metal Tiger thus demonstrated its ability to raise sensibly priced additional working capital during 2015 to augment existing resources and money generated from Direct Equities trading activities.
The division has two arms: Strategic Investments and an On-Market Portfolio.
Strategic Investments are larger scale investments made through board level negotiations between companies and in 2015 have included Kibo Mining, Eurasia Mining, Ariana Resources and ECR Minerals. To date all investments have been in the form of shares and warrants packages.
The On-Market Portfolio is the direct purchase of listed resource equities and warrants from the market. Whilst as a matter of course we keep the specific investments confidential for trading purposes, the Company had more than 3 per cent notifiable in three investments in 2015 namely: New World Oil & Gas, Orsu Metals and Goldstone Resources.
The final results for the year ended 31 December 2015 saw crystallised gains on disposal of trading investments (resource shares) of £1,149,465. After marking the investments at the year end to their market values on 31 December 2015, there was an overall net gain of £420,407 reported for the division in this year’s figures.
This gain was achieved against a backdrop of particularly difficult resource sector conditions.
The gains achieved were mainly reinvested into the Direct Projects division with a portion utilised to continue building the Company’s Direct Equities portfolio of listed resource company shares.
Metal Tiger‘s Direct Projects are operated by our in-country partners who have the requisite knowledge and expertise to productively invest Metal Tiger’s capital in project advancement.
Metal Tiger evolved out of the team’s longstanding experience in the Thailand resource sector. This experience was crystallised with our first joint venture agreement announced on 27 October 2014, enabling the Company to earn up to a 75 per cent interest in respect of certain gold, copper and antimony licence applications.
Despite concerns over licensing in Thailand expressed by many, the joint venture was granted its first Exclusive Prospecting Licence (“EPL”) in December 2014 and set about exploration work in 2015.
The work included airborne geophysics, surface geological mapping and sampling, deep soil sampling and chemical analysis for gold and pathfinder elements.
Antimony mineralisation was identified in line with expectations however anomalous gold mineralisation was also identified prompting the extension of the exploration campaign in the area and consideration of additional licence acquisitions.
The ability of our joint venture partners to operate in Thailand and the team’s belief in the extensive in-country prospectivity, as validated through exploration to date, resulted in a decision to accelerate and increase our Thailand interests by acquiring 90 per cent of the original joint venture, as announced on 7 October 2015.
In addition, as announced on 24 November 2015, Metal Tiger also had an option to expand and acquire 90 per cent of a wider portfolio of Thai interests, including one further EPL, various additional licence applications and an extensive exploration and mining database in relation to the Boh Yai and Song Toh Silver, Lead and Zinc mines (including an NI 43-101 resource and Preliminary Economic Assessment).
On 16 March 2015 Metal Tiger announced a joint venture agreement to earn up to 50 per cent of the Logrosan Gold and Tungsten project in Extremadura, Spain through the establishment of Logrosan Minerals Limited.
This ground is situated in a known tungsten mining region where our joint venture partners have undertaken early stage exploration work over a number of years. This early work enabled us to invest and start generating real value adding data through the immediate purchase of an RAB (rotary air blast) drilling rig and the ability to focus drilling activities of already established targets generated by our partners.
The results of this work achieved during 2015 were impressive, with the two principal tungsten target areas demonstrating consistently high grades of mineralisation. The latter stage of the drilling was focused on gold targets and prior to the close of the season’s drilling, identified first gold mineralisation down hole.
We believe that the extremely positive survey findings to date have ratified our decision to invest in Spain as a result of the capabilities of our joint venture partners; the ease of operations in-country and the prospective mineralisation confirmed by exploration data generated during 2015.
During summer 2015 we were approached to participate in a large Botswanan Copper/Silver opportunity. Following a review of project technical data, and recognising once again the quality of our potential joint venture partners (MOD Resources, ASX:MOD) we formulated and agreed a path forward together.
Following this, an extended period of preparatory work, including due diligence, commenced. The exploration licences in question were held in the administration of Discovery Metals, which had entered Voluntary Administration in February 2015.
Subsequent approval of the acquisition by the Administrator meant we were able to announce the terms of the transaction to market on 10 November 2015. After regulatory and related approvals in-country, the transaction was finally confirmed as announced on 16 December 2015.
Metal Tiger now has a 30 per cent interest in the licences acquired and MOD Resources has 70 per cent. Metal Tiger’s interests are held through Metal Capital Limited, an associated company.
The size, scale and potential of the licences acquired is significant and, in scale, they represent the largest acquisitive transaction undertaken by Metal Tiger to date.
The licences sit within the Kalahari Copper Belt which runs for circa 1,000 km through Botswana and Namibia. Cupric Canyon holds licences in the northern portion of the system in Botswana, and has spent some circa US$250 million developing those interests to date. Mine development is planned and it is estimated a further US$350 million will be spent by Cupric Canyon to achieve this.
Cupric Canyon also holds the bottom portion of the system which is situated across the border in Namibia which means the MTR/MOD licences are strategically bookended in between the Cupric Canyon interests on the same system.
We believe that the likelihood of successful exploration across the MTR/MOD licences is high, initially because part of the new licence ground sits adjacent to MOD’s existing Mahumo deposit where mine development is planned and where MOD have already secured a US$1.8 million cash commitment to secure a 10 per cent interest in the Mahumo mine.
We anticipate, based on MOD's previous spending of approximately US$6 million over three years generating data from adjacent areas and other related information, that the mineralisation will prove to be high grade copper and silver and the nature of the metallurgy is such that a high grade copper concentrate may be capable of production.
Following receipt of regulatory approvals, joint venture work began on the ground in January 2016.
The nature of the licences and inherent mineralisation mean that work undertaken will progressively build value as we step out and formally demonstrate the extent of mineable mineralisation in our joint venture areas.
The importance of this asset is the potential to undertake profitable copper production, even with current suppressed global copper prices. If we assume a recovering forward price profile for copper, the strategic value of the newly acquired licences will increase accordingly.
On 21 November 2014 the Company announced a 50/50 joint venture with Kibo Mining PLC (LON:KIBO) in respect of Kibo’s Pinewood Uranium portfolio, a deal ratified after due diligence and confirmed to market on 14 January 2015. During 2015 we commenced a full review of the regional prospectivity in and around Pinewood and examination of potential consolidation opportunities.
On 19 January 2015 the Company announced a second 50/50 joint venture with Kibo Mining in respect of Kibo’s Morogoro Gold project. We have subsequently worked with Kibo Mining on a technical level to analyse the results received prior to our involvement and the data gathered during the limited work programme conducted in 2015.
Given uncertainty over whether or not this project will continue, the Directors have decided to make a full provision against the cost of the investment.
Metal Tiger announced on 16 November 2015 an option to work with Eurasia Mining PLC (LON:EUA) in respect of a gold tailings production opportunity in Russia.
The option extended for three months and provided sufficient time for the company to conduct relevant due diligence and also identify from its connection base the best mechanism through which this interest could be managed.
The opportunity is the first such transaction to emerge from the new project collaboration agreement signed with Eurasia Mining and announced to market on 29 December 2014.
Given uncertainty over whether or not this project will continue, the Directors have decided to make a full provision against the cost of the option.
Investing Policy Implementation 2015
During late 2014 and 2015 Metal Tiger strategically invested circa £1.5 million in resource company strategic investment and on-market purchases of resource company shares and warrants of companies listed on AIM.
All Direct Projects interests have received Metal Tiger funding in 2015 and we have thus been active in five countries in precious and strategic metal opportunities.
During the year our finance has supported Direct Project exploration and development work in respect of:
- gold, antimony and copper in Thailand;
- gold and tungsten in Spain;
- copper and silver in Botswana;
- uranium and gold in Tanzania; and,
- gold in Russia.
The extent of our investing activities meant that on 16 April 2015 we were able to confirm to market that the Company had substantially implemented its Investing Policy and thus satisfied the requirements of Rule 15 of the AIM Rules for Companies. This was another significant business milestone for Metal Tiger.
Administrative expenses in 2015 amounted to £886,551. This compares with an expense of £419,050 in 2014, after excluding a one-off cost of impairment of other receivables in 2014 of £178,626 relating to Brady Exploration PLC. The increase of £467,501 relates partly to the increase in Directors’ and employees’ emoluments in the year as set out in note 6 to the financial statements and partly to a general increase in overheads relating to significantly increased level of business within the Direct Projects division.
Given the nature of our investments, the tendency is for investors to look at the Company’s net assets and compare this to market capitalisation. For Metal Tiger this simplistic valuation metric does not work as the Company is focused on investment in major resource projects where the value of an interest can increase very rapidly with successful ground exploration or corporate developments.
Where a project or investment has been made to acquire commercially valuable interests, or where the Company has acquired valuable project data and strategic positioning in exploration licences, mining licences and licence applications, then the costs of investment will be capitalised on the Company’s Statement of Financial Position at the period end.
Shareholders should note therefore that at present the published net asset position of the Company will largely comprise the working capital representing predominantly cash, investments in joint ventures and associates and liquid tradeable resource shares. Metal Tiger carries no debt and no material trade creditors.
BUSINESS MODEL AT THE YEAR END
Metal Tiger closed 2015 with Direct Equity investments in a number of UK AIM resource companies, cash at bank, no debt and a range of Direct Project interests.
The achievements during 2015 and the business at the close thereof were accomplished against the backdrop of severely declining resource market sentiment and market valuations.
The share price of Metal Tiger started 2015 at 0.9p per share and ended at 0.875p per share. Given the dramatic business development during the year, the lack of share price appreciation was disappointing. However when set against our peers in the sector, many of whom have seen excessive share price attrition, Metal Tiger's relative share price performance looks exceptionally strong. To put this in context the FTSE 350 Mining Index (NMX 1770) started 2015 at circa 15,000 but closed the year at 7,345 representing more than 50 per cent depreciation amongst the mid-tier miners. At the AIM small cap level the attrition was far worse.
At the year’s close, Metal Tiger has valuable core Direct Project interests in Thailand, Spain and Botswana. Opportunities for further value creation existed in Tanzania and Russia, and the extensive pipeline as outlined below offers further opportunities to generate additional value for the Company.
Metal Tiger continued to receive and review new opportunities in the resource sector throughout 2015, with the volume visibly increasing toward the end of the year.
What was particularly noticeable, alongside the increasing volume of opportunities, was the nature of enquiries. Whilst we have a good number of traditional funding enquiries (for companies and projects), we are also seeing a number of non-traditional enquiries in respect of resource technology and financial technology relating to precious and strategic metal mining.
There are obvious strategic questions that have to be considered when adding more interests to the portfolio and whilst Metal Tiger has an efficient method of operation we are mindful not to over complicate nor over extend our business model.
As a result, during the latter half of 2015, we opened various discussions with AIM and ICAP Securities and Derivatives Exchange (‘ISDX’) listed companies with a view to working with those companies to introduce new opportunities that, for whatever reason, may not fit within the Metal Tiger wrapper at this juncture, but still have significant merit. By collaborating with other companies we see the chance to utilise valuable opportunities that otherwise may find alternative avenues to market.
This approach means we are leveraging our pipeline development work to generate additional interests for Metal Tiger where we are able to assist finding a home for new opportunities which we cannot accommodate within Metal Tiger.
POST YEAR END DEVELOPMENTS
Full Strategic and Operational Review
During early 2016 Metal Tiger conducted a full strategic and operational review. The need for this stemmed from the success achieved in building the Direct Projects division so rapidly and extensively in 2015.
The value and potential of certain Metal Tiger interests meant the Company needed to ensure sufficient focus is devoted to our designated key projects whilst finding a suitable mechanism to generate value for all parties in respect of any non-core investments and activities.
The review looked at short, medium and long term operations and overarching strategic plans. The review led to a management restructuring announced 8 February 2016 with Paul Johnson becoming Chief Executive Officer and Cameron Parry Non-Executive Director. The review itself was published on 25 February 2016 and amongst other matters led to the renaming of the Company’s investing divisions; Direct Projects became Metal Projects and Direct Equities became Asset Trading.
Finance and Working Capital
During 2016 to the date of this report the Company has raised a total of £3,079,956. Director option conversions on 9 March 2016 raised £50,025 and Dianne Grammer, wife of Chairman Terry Grammer, undertook a placing to raise £132,431 as announced on 30 March 2016. In addition, the Company raised £1,321,000 from secondary placings with third party investors and £1,576,500 from conversion of warrants that were primarily awarded to placing participants up to January 2016 as compensation for supporting reasonably priced Metal Tiger placings.
As at the date of this report Metal Tiger has approximately £4.5 million in working capital, which is predominantly cash or liquid tradeable resource shares listed on the AIM in London. This is a highly robust financial position and the strongest the Company has experienced since its life on market commenced in mid-2014.
The Company has seen an acceleration in Metal Projects investing activities and accomplishments in 2016. In summary these include:
- Botswanan exploration licences (30 per cent interest held by Metal Tiger) secured and early drilling success points to a substantial mineralised system. Drilling has now accelerated with three rigs now operating and measures are being taken to ensure successful operational delivery on the ground. This will ensure a regular newsflow of assay results.
- Thailand activities (90 per cent interest held by Metal Tiger) advanced significantly with the acquisition of extensive interests from SouthEast Asia Mining Corp (of Canada) ("SEA") on 16 February 2016 and a Standstill Agreement signed on 9 April 2016 pending a Joint Venture Agreement to bring two high grade silver-lead-zinc mines back into production. In addition Metal Tiger and its local JV partners are proactively acquiring additional opportunities in-country.
- Spanish JV (50 per cent interest held by Metal Tiger) concluded a first season exploration programme with significant tungsten and gold mineralisation identified. Negotiations have concluded for a 2016 tungsten exploration programme and the acquisition of an additional gold interest at the Maria Project in Extremadura, Spain.
- Russian Tailings - option exercised to participate equally with Eurasia Mining in the Semenovsky Tailings Project gold production opportunity and work is continuing to move this project rapidly forward.
- New opportunity pipeline continues to grow and Metal Tiger are considering ways to capture value from pipeline opportunities within Metal Tiger plc and also third party vehicles.
The Asset Trading division has been investing actively with material financial gains secured during 2016. An active investment programme is underway to acquire additional interests across the resource sector before the market emerges fully from the cyclical lows. The Board believes opportunity exists to build substantially the working capital position of the Company without equity dilution.
In 2016 to date the Company has invested in MetalNRG (ISDX:MNRG), Goldstone Resources (LON:GRL), Red Rock Resources (LON:RRR), Conroy Gold (LON:CGNR), Connemara Mining (LON:CON) and Thor Mining (LON:THR) and further investments are under consideration.
In addition the Company has invested in Greatland Gold (LON:GGP) and two directors of the Company, Paul Johnson and Alex Borrelli, have joined the board of Greatland.
KEY PERFORMANCE INDICATORS
|The key performance indicators are set out below:|
|COMPANY STATISTICS|| |
|Net asset value||£1,525,246||£1,030,929||+48%|
|Net asset value – fully diluted per share||0.41p||0.46p||-11%|
|Closing share price||0.875p||0.90p||-3%|
|Share price premium/(discount) to net asset value – fully diluted||115%||100%||15%|
PRINCIPAL RISKS AND UNCERTAINTIES
The main business risk is considered to be investment risk. The Directors intend to mitigate this risk by carrying out a comprehensive and thorough project review of any potential investment in which all material aspects will be subject to rigorous due diligence. The Directors believe that the Company has sufficient cash resources to pursue its investment strategy.
As disclosed in note 2, after making enquiries, the Directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
By order of the Board
29 June 2016
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 December 2015
The Directors present their report together with the audited financial statements for the year ended 31 December 2015.
A review of the business and principal risks and uncertainties has been included in the Strategic Report commencing on page 5.
No interim dividend was paid (2014: £nil) and the Directors do not propose a final dividend (2014: £nil) for the 12 months ended 31 December 2015.
The Directors of the Company who held office during the year were as follows:
Terrence Ronald Grammer
Cameron John Parry
Michael Alexander Borrelli
Further details of the Directors' interests in transactions of the Company are given in note 20, details of the Directors’ remuneration are given in note 6, and details of share options are given in note 18.
The future developments of the business are set out on pages 9 and 10 of the Strategic Report under the headings “Opportunity Pipeline” and “Post Year End Developments” and are incorporated into this report by reference.
Details of the Company’s financial instruments are given in note 19.
As at 29 June 2016 the following were, as far as the Directors are aware, interested in three per cent or more of the issued share capital of the Company:
% of Issued Ordinary
|Terrence Ronald Grammer, Director||38,150,667||6.95%|
|SouthEast Asia Mining Corporation||23,799,000||4,32%|
|Black Star Gold Pty Ltd*||19,880,000||3.61%|
|Charles Patrick Stewart Hall||17,857,142||3.24%|
* Terrence Ronald Grammer and Cameron John Parry, both directors of the Company, are also directors of Black Star Gold Pty Ltd.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Details of the Company's financial risk management objectives and policies are set out in note 19 to these financial statements.
POST YEAR END EVENTS
Since 31 December 2015, the following post year end events have taken place.
- On 25 January 2016 the Company announced a placing and subscription of 40,125,000 new ordinary shares in Metal Tiger at a subscription price of 0.8p per ordinary share raising gross proceeds of £321,000 and the issue of 40,125,000 warrants to subscribe for 40,125,000 new ordinary shares in Metal Tiger at an exercise price of 1.6p per warrant within an 18 month exercise period (i.e. one warrant at 1.6p for each ordinary share subscribed for at 0.8p).
- On 9 February 2016 the Company announced the issue of 4,250,000 new ordinary shares in Metal Tiger in lieu of cash for marketing, communication and other professional services provided to the Company. The shares were issued at 1p per share.
- On 16 February 2016, the Company announced that it had exercised the option to acquire the remainder of SEAM Thailand interests referred to in note 12. After concurrent disposal of 10 per cent to a local Thai operating company Metal Tiger will own 90 per cent of expanded Thai interests. The consideration was a cash payment of US$200,000 and a payment of US$300,000 in 23,799,000 new Ordinary Shares of the Company at 0.87p per share. At the date of authorisation of these financial statements a detailed assessment of the fair value of the identifiable net assets and related goodwill has not been completed.
- On 9 March 2016 the Company announced the issue of 3,335,000 new ordinary shares in Metal Tiger pursuant to the exercise of an option over the Company’s shares by Terrence Ronald Grammer, Director and Chairman, at a price of 1.5p per ordinary share, raising £50,025.
- On 30 March 2016, the Company announced the issue of 4,815,667 new ordinary shares in Metal Tiger at a subscription price of 2.75p per ordinary share raising gross proceeds of £132,431 and the issue of 4,815,667 warrants to subscribe for 4,815,667 new ordinary shares in Metal Tiger at an exercise price of 5.5p per warrant within an 18 month exercise period (i.e. one warrant at 5.5p for each ordinary share subscribed for at 2.75p).
- On 5 April 2016, the Company announced the issue of 1,450,000 new ordinary shares in Metal Tiger at 5.35p per share to pay a share bonus to the field team at its Logrosan Gold and Tungsten Joint Venture.
- On 11 April 2016, the Company announced the issue of 874,025 new ordinary shares in Metal Tiger at 4.05p per share, together with a cash payment of US$80,000, to the owners of the Boh Yai and Song Toh Silver-Lead Zinc mines within the Company’s exploration properties in Kanchanaburi Province, Western Thailand for a standstill agreement to allow due diligence to be undertaken and to formulate a joint venture agreement to bring the mines back into production.
- On 26 April 2016 the Company announced a placing and subscription of 22,222,218 new ordinary shares in Metal Tiger at a subscription price of 4.5p per ordinary share raising gross proceeds of £1,000,000 and the issue of 22,222,218 warrants to subscribe for 22,222,218 new ordinary shares in Metal Tiger at an exercise price of 9p per warrant within a 12 month exercise period (i.e. one warrant at 9p for each ordinary share subscribed for at 4.5p).
- On 29 April 2016,. the Company announced a strategic share swop with Red Rock Resources PLC whereby the Company issued 1,818,182 new ordinary shares at 5.5p each in exchange for 23,809,523 Red Rock Resources PLC at 0.42p.
- On 31 May 2016, a General Meeting of the Company approved the introduction of a 2016 Enterprise Management Incentive programme and, pursuant to that programme, the grant of options over 10,000,000 new Ordinary Shares in the Company to Directors and over 15,000,000 options for new Ordinary Shares in the Company to key members of the Metal Tiger team. These options have an exercise price of 2p for each share option and a maximum exercise period of three years. Options granted to key members do not vest until one year after grant except in the case of a take-over.
- Warrant conversions since the year end, taking place between 16 March 2016 and 29 June 2016, have been as follows:
|New shares |
The Company is not required to comply with the principles of corporate governance. This report sets out how the Company does incorporate good corporate governance practice where appropriate to its business.
BOARD OF DIRECTORS
The Company supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets regularly and has a schedule of matters specifically reserved to it for decision. Management supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company's expense. Training is available for new Directors and other Directors as necessary. Given the size of the Board, there is no separate Nomination Committee. All Director appointments are approved by the Board as a whole. Alex Borrelli is the senior independent director.
The Directors acknowledge they are responsible for the Company's system of internal control and for reviewing the effectiveness of these systems. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of the Company failing to achieve its strategic objectives. It should be recognised that such systems can only provide reasonable and not absolute assurance against material misstatement or loss. The Company has well established procedures which are considered adequate given the size of the business.
The Audit Committee, which comprises the two Non-Executive Directors, is responsible for ensuring that the financial performance of the Company is properly monitored and reported upon and that any such reports are understood by the Board. The Committee meets at least twice each year.
The remuneration of the Executive Directors is fixed by the Remuneration Committee which comprises the two Non-Executive Directors. The Remuneration Committee is responsible for reviewing and determining the Company policy on executive remuneration and the allocation of long term incentives to executives and employees. The remuneration of Non-Executive Directors is determined by the Board as a whole. In setting remuneration levels, the Company seeks to provide appropriate reward for the skill and time commitment required so as to retain the right calibre of director at a cost to the Company which reflects current market rates.
Details of Directors’ fees and of payments made for professional services rendered are set out in note 6 to the financial statements.
DIRECTORS INDEMNITY INSURANCE
As permitted by Section 233 of the Companies Act 2006, the Company has purchased insurance cover on behalf of the Directors identifying them against certain liabilities which may be incurred by them in relation to the Company.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Strategic Report, Report of the Directors and the Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare Company financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for that period. The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. In preparing these financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether they have been prepared in accordance with IFRS as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
In the case of each person who was a Director at the time this report was approved:
- so far as that Director is aware there is no relevant audit information of which the Company’s auditor is unaware; and
- that Director has taken all steps that the Director ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
The Directors are responsible for ensuring that the annual report and the financial statements are made available on a website. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein.
BDO LLP, having expressed their willingness to continue in office, will be deemed reappointed for the next financial year in accordance with section 487(2) of the Companies Act 2006 unless the Company receives notice under section 488(1) of the Companies Act 2006.
By order of the Board
David Michael McNeilly
29 June 2016
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF METAL TIGER PLC
FOR THE YEAR ENDED 31 December 2015
We have audited the Financial Statements of Metal Tiger plc for the year ended 31 December 2015 which comprise the Statement of Comprehensive Income, the Statement of Changes in Equity, the Statement of Financial Position, the Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted by the European Union.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council’s (FRC’s) Ethical Standards for Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
A description of the scope of an audit of financial statements is provided on the FRC’s website at www.frc.org.uk/auditscopeukprivate.
OPINION ON FINANCIAL STATEMENTS
In our opinion:
- the financial statements give a true and fair view of the state of the Company’s affairs as at 31 December 2015 and of the Company’s loss for the year then ended;
- the financial statements have been properly prepared in accordance with IFRS as adopted by the European Union;
- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the information given in the Strategic Report and Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of Directors’ remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.
David Eagle (senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor, London, United Kingdom
29 June 2016
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 December 2015
|Gain on disposal of investments||13||1,149,465||94,570|
|Movement in fair value of investments held for trading||13||(729,058)||611,750|
|Share of post-tax losses of equity accounted associates||11||(8,771)||-|
|Share of post-tax losses of equity accounted joint ventures||12||(72,837)||-|
|Provision against cost of joint venture investments||12||(83,089)||-|
|Net gain on investments||287,467||706,840|
|(LOSS)/PROFIT FOR THE YEAR BEFORE TAXATION||(599,084)||105,876|
|Tax on (loss)/profit on ordinary activities||8||-||-|
|NET (LOSS)/PROFIT AND TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR||(599,084)||105,876|
|EARNINGS PER SHARE|
|Basic (loss)/earnings per share||9||(0.2p)||0.1p|
|Fully diluted (loss)/earnings per share||9||(0.2p)||0.1p|
All amounts relate to continuing activities.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 December 2015
|BALANCE AT 1 JANUARY 2014||619,058||2,893,565||26,722||-||(3,485,329)||54,016|
|Profit for the year and total comprehensive income |
for the year
|Cost of share based payments||-||-||44,837||-||-||44,837|
|Share issue expenses||-||(60,300)||-||-||-||(60,300)|
|BALANCE AT 31 DECEMBER 2014||637,905||3,700,918||71,559||-||(3,379,453)||1,030,929|
|Loss for the year and total comprehensive income |
for the year
|Cost of share based payments||-||-||83,701||-||-||83,701|
|Share issue expenses||-||(42,000)||-||-||-||(42,000)|
|BALANCE AT 31 DECEMBER 2015||650,330||4,428,907||155,260||269,286||(3,978,537)||1,525,246|
STATEMENT OF FINANCIAL POSITION
AT 31 December 2015
|Investment in subsidiaries||10||-||-|
|Investment in associate||11||58,374||-|
|Investment in joint ventures||12||408,539||35,258|
|Investments held for trading||13||692,949||885,500|
|Trade and other receivables||14||104,136||23,352|
|Cash and cash equivalents||15||353,881||185,428|
|Trade and other payables||16||92,633||98,609|
|NET CURRENT ASSETS||1,058,333||995,671|
|Share premium account||17||4,428,907||3,700,918|
|Share based payment reserve||155,260||71,559|
These Financial Statements were approved by the board of Directors on 29 June 2016 and were signed on its behalf by:
Company number: 04196004
|STATEMENT OF CASH FLOWS|
|FOR THE YEAR ENDED 31 December 2015|
|CASH FLOWS FROM OPERATING ACTIVITIES|
|(Loss)/profit before taxation||(599,084)||105,876|
|Profit on disposal of trading investments||(1,149,465)||(94,570)|
|Movement in fair value of investments||729,058||(611,750)|
|Share of post-tax losses of equity accounted associates||8,771||-|
|Share of post-tax losses of equity accounted joint ventures||72,837||-|
|Movement in provision against joint venture investments||83,089||-|
|Share based payment charge for year||83,701||44,837|
|Impairment of other receivables||-||178,626|
|Operating cash flow before working capital changes||(771,168)||(374,213)|
|(Increase)/decrease in trade and other receivables||(80,784)||34,138|
|(Decrease)/increase in trade and other payables||(5,985)||147|
|Net cash outflow from operating activities||(857,937)||(339,928)|
CASH FLOWS FROM INVESTING ACTIVITIES
|Proceeds from investment disposals||1,812,359||140,820|
|Purchase of investment in, and loans to, associates||11||(67,136)||-|
|Purchase of investment in, and loans to, joint ventures||12||(529,207)||(35,258)|
|Purchase of investments held for trading||13||(1,199,401)||(320,000)|
|Net cash inflow/(outflow) from investing activities||16,690||(213,918)|
CASH FLOWS FROM FINANCING ACTIVITIES
|Proceeds from issue of shares||17||1,051,700||802,500|
|Share issue costs||17||(42,000)||(60,300)|
|Repayment of loan||-||(10,000)|
|Net cash inflow from financing activities||1,009,700||724,885|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|Cash and cash equivalents brought forward||185,428||14,389|
|CASH AND CASH EQUIVALENTS CARRIED FORWARD||15||353,881||185,428|
1 GENERAL INFORMATION
Metal Tiger plc is a public limited company incorporated in the United Kingdom. The shares of the Company are listed on the AIM stock exchange. The Company’s principal activities are described in the Report of the Directors.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
The Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and IFRIC interpretations as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS. The Financial Statements have also been prepared under the historical cost basis, except for Investments held for trading, share options and warrants which are recognised at fair value.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements, are disclosed later in these accounting policies.
The financial statements are presented in UK pounds, which is also the Company’s functional currency.
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied throughout all periods presented in the financial statements. Figures are all presented in pounds sterling.
At the year end Metal Tiger plc had two subsidiaries, Metal Horse Limited and Thai Star Resources Co., Ltd (see note 10). Since incorporation, Metal Horse Limited has not commenced operations and has no material assets or liabilities, and the activities, assets and liabilities of Thai Star Resources Co., Ltd are not considered material. Consequently no consolidated financial statements have been prepared on the basis that in accordance with section 405 of the Companies Act 2006 the inclusion of these companies is not material for the purpose of giving a true and fair view.
An overview of standards, amendments and interpretations to IFRS issued but not yet effective, and which have not been adopted early by the Company are presented below under ‘Statement of Compliance’.
The financial statements are required to be prepared on the going concern basis unless it is inappropriate to do so. At the year end the Company had no borrowings and net current assets of £1,058,333 including cash balances of £353,881 and quoted investments of £524,293, and since the year end has raised additional equity funds of £3,079,956. The Directors have prepared cash flow forecasts through to 30 June 2017 which demonstrate that the Company is able to meet its commitments as they fall due. On this basis, the Directors have a reasonable expectation that the Company has adequate resources to continue operating for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the Company’s financial statements.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. These estimates and assumptions are based upon management’s knowledge and experience of the amounts, events or actions. Actual results may differ from such estimates.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
In certain circumstances, where fair value cannot be readily established, the Company is required to make judgements over carrying value impairment, and evaluate the size of any impairment required.
SHARE BASED PAYMENTS AND SHARE WARRANTS
The calculation of the fair value of equity-settled share based awards and warrants issued in connection with share issues and the resulting charge to the Statement of Comprehensive Income or reserves requires assumptions to be made regarding future events and market conditions. These assumptions include the future volatility of the Company’s share price. These assumptions are then applied to a recognised valuation model in order to calculate the fair value of the awards at the date of grant.
FAIR VALUE OF INVESTMENTS HELD FOR TRADING
The Company’s investments held for trading require measurement at fair value. For the quoted entities traded in an active market the fair value is based on their quoted price. The unquoted share warrants (level 3) are shown at Directors’ valuation based on a value derived from either Black-Scholes or Monte Carlo pricing models depending on the suitability of the method to the specific warrant taking into account the terms of the warrant and discounting for the non-tradability of the warrants where appropriate. Both pricing models use inputs relating to expected volatility that require estimations. No value is ascribed to warrants which include terms which cause the exercise price to be dependent on events outside the control of the Company and outcomes which are unable to be predicted with any certainty.
CLASSIFICATION OF JOINT ARRANGEMENTS
For all joint arrangements structured in separate vehicles the Company must assess the substance of the joint arrangement in determining whether it is classified as a joint venture or joint operation. This assessment requires the Company to consider whether it has rights to the joint arrangement’s net assets (in which case it is classified as a joint venture), or rights to and obligations for specific assets, liabilities, expenses, and revenues (in which case it is classified as a joint operation). Factors the Company must consider include:
- Legal form;
- Contractual agreement; and
- Other facts and circumstances.
Upon consideration of these factors, the Company has determined that all of its joint arrangements structured through separate vehicles give it rights to the net assets and are therefore classified as joint ventures.
ASSOCIATES AND JOINT VENTURE INVESTMENTS
In arriving at the carrying value of investments in associates and joint ventures, the Company determines the need for impairment based on the level of geological knowledge and confidence of the mineral resources (as further described in its accounting policy). Such decisions are taken on the basis of the exploration and research work carried out in the period utilising expert reports.
STATEMENT OF COMPLIANCE
The Financial Statements comply with IFRS as adopted by the European Union. At the date of authorisation of these Financial Statements the following Standards and Interpretations affecting the Company, which have not been applied in these Financial Statements, were in issue, but not yet effective. The Company does not plan to adopt these standards early.
- IFRS 9 Financial Instruments
- IFRS 11 (amendments) Accounting for Acquisitions of Interests in Joint Operations
- IFRS 15 Revenue from Contracts with Customers
- IFRS 16 Leases
- IAS 1 Amendments to presentation of financial statements
- IAS 7 (amendments) Statement of Cash Flows
- IAS12 (amendments) Recognition of deferred tax assets for unrealised losses
- IAS 16 and IAS 38 (amendments) Clarification of Acceptable Methods of Depreciation and Amortisation
- IAS 19 (amendments) Defined Benefit Plans: Employee Contributions
- IAS 27 (amendments) Equity Method in Separate Financial Statements
- Annual Improvements to IFRS 2012-2014 Cycle Amendments to: IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, IFRS 7 Financial Instruments: Disclosures, IAS 19 Employee Benefits and IAS 34 Interim Financial Reporting.
- Investment entities: Applying the Consolidation Exemptions (amendments to IFRS 10, IFRS 12 and IAS 28.
The Directors have not yet evaluated the effect of these standards on the financial statements for future periods.
The Annual Improvements to IFRS 2010-2012 cycle was effective for the financial period and the Financial Statements have been prepared in compliance with these.
The accounting policy for identifying segments is based on internal management reporting information that is regularly reviewed by the chief operating decision maker, which is identified as the Board of Directors. In identifying its operating segments, management generally follows the Company's service lines which represent the main products and services provided by the Company.
Current taxation is the taxation currently payable on taxable profit for the year.
Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Temporary differences include those associated with shares in subsidiaries and joint ventures and are only not recognised if the Company controls the reversal of the difference and it is not expected for the foreseeable future. In addition, tax losses available to be carried forward as well as other income tax credits to the Company are assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the Statement of Financial Position date. Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the Statement of Comprehensive Income, except where they relate to items that are charged or credited to equity in which case the related deferred tax is also charged or credited directly to equity.
FOREIGN CURRENCY TRANSLATION
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction.
The results of overseas operations are translated at rates approximating to those ruling when the transactions took place. Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the Statement of Financial Position reporting date. All exchange differences are dealt with through the Statement of Comprehensive Income as they arise.
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
Associates are entities, other than subsidiaries or joint ventures, over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but does not amount to control or joint control of the investee.
A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Joint control is the contractually agreed sharing of control such that significant operating and financial decisions require the unanimous consent of the parties sharing control. In some situations, joint control exists even though the Company has an ownership interest of more than 50 per cent because joint venture partners have equal control over management decisions. The Company’s joint venture interests are held through a Jointly Controlled Entity (JCE). A JCE is a joint venture that involves the establishment of a corporation, partnership or other entity in which each venturer has a long term interest.
Investments made are capitalised as an asset where the underlying projects have mineral resources which are compliant with internationally recognised mineral resource standards (JORC and NI 43-101) or where the investment is to acquire an interest in an investment or associate that holds commercial information, assets or strategic features against which a current commercial value can be reasonably assessed.
For associates and joint ventures which are equity accounted for, any share of losses are offset against loans advanced.
The JORC Code, The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, is a professional code of practice that sets minimum standards for Public Reporting of minerals Exploration Results, Mineral Resources and Ore Reserves. NI 43-101 is a national instrument for the Standards of Disclosure for Mineral Projects within Canada which provides a codified set of rules and guidelines for reporting and displaying information related to mineral properties owned by, or explored by, companies which report these results on stock exchanges within Canada.
EXPLORATION COSTS OF ASSOCIATES AND JOINT VENTURES
Exploration costs incurred by associates and joint ventures are expensed in arriving at profit or loss for the period.
The Company's financial assets comprise Investments held for trading, loans and receivables, and cash and cash equivalents.
INVESTMENTS HELD FOR TRADING
All investments are determined upon initial recognition as held at fair value through profit or loss and are designated as investments held for trading. Investment transactions are accounted for on a trade date basis. Incidental acquisition costs are expensed. Assets are de-recognised at the trade date of the disposal. The fair value of the financial instruments in the balance sheet is based on the quoted bid price at the balance sheet date, with no deduction for any estimated future selling cost. Unquoted investments are valued by the Directors using primary valuation techniques such as, where possible, recent transactions, last price and net asset value. Changes in the fair value of investments held at fair value through profit or loss and gains and losses on disposal are recognised in the Statement of Comprehensive Income.
LOANS AND RECEIVABLES
Loans and receivables from third parties are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method.
Impairment provisions are recognised where there is objective evidence that the Company will be unable to collect all of the amounts due under the terms receivable, the amount of such provision being the difference between the net carrying amount and the present value of the expected future cash flows.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
IMPAIRMENT OF FINANCIAL ASSETS
The carrying values of the Company’s assets are reviewed annually for any indicators of impairment. Where the carrying value of an asset exceeds the recoverable amount (i.e. the higher of value in use and fair value less cost to sell), the asset is written down accordingly. Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other comprehensive income.
The Company’s financial liabilities comprise trade and other payables. Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Company becomes a party to the contractual provisions of the instruments.
Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost less settlement payments.
SHARE BASED PAYMENTS
All share based payments are accounted for in accordance with IFRS 2 – “Share based payments”. The Company issues equity-settled share based payments in the form of share options and warrants to certain directors, employees and advisers. Equity-settled share based payments are measured at fair value at the date of grant. The fair value determined at the grant date of equity-settled share based payments is expensed on a straight line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest.
Fair value is estimated using the Black-Scholes valuation model. The expected life used in the model has been adjusted, on the basis of management’s best estimate for the effects of non-transferability, exercise restrictions and behavioural considerations. At each balance sheet date, the Company revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to retained earnings.
Share warrants issued to shareholders in connection with share capital issues are measured at fair value at the date of issue and treated as a separate component of equity. Fair value is determined at the grant date and is estimated using the Black-Scholes valuation model. Share warrants issued separately to directors, employees and advisers are accounted for in accordance with the policy on share based payments above.
Equity comprises the following:
“Share capital” representing the nominal value of equity shares;
“Share premium” representing the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue;
“Share based payment reserve” representing the cumulative cost of share based payment;
“Warrant reserve” representing the outstanding cost of warrants issued in connection with share capital issues; and
“Retained losses" representing retained losses.
Where substantially all of the risks and rewards incidental to ownership are not transferred to the Company (an “operating lease”), the total rentals payable under the lease are charged to the Statement of Comprehensive Income on a straight line basis over the lease term. The aggregate benefit of lease incentives is recognised as a reduction of the rental expense over the lease term on a straight-line basis.
3 SEGMENTAL INFORMATION
In 2015, the Company established two divisions for its investment interests in the natural resources sector: Direct Equities and Direct Projects and the results are reported to the chief operating decision maker. Direct Equities include strategic investments in fellow AIM quoted resource exploration and development companies including equity and warrant holdings. Direct Projects are mainly by way of joint venture arrangements and include interests in precious, strategic and energy metals, with projects located in Spain, Thailand and Tanzania. Central costs comprise those costs which cannot be allocated directly to either operating division and include office rent, audit fees, AIM costs and a proportion of employee and directors’ remuneration relating to managing the business as a whole.
|Net gain/(loss) on investments||420,407||(133,015)||75||287,467|
|Gain/(loss) for the year before taxation||381,771||(573,147)||(407,708)||(599,084)|
|Gain/(loss) for the year after taxation||381,771||(573,147)||(407,708)||(599,084)|
|Investment in associates||-||58,374||-||58,374|
|Investment in joint ventures||-||408,539||-||408,539|
|Total non-current assets||-||466,913||-||466,913|
|Net cash flows||578,173||(1,027,538)||617,818||168,453|
In the year ended 31 December 2014, there was only one continuing business segment, being the investment in the natural resources sector and operating within the UK; so no comparative segmental information is provided.
Currently all revenues are derived from the UK. Non-current assets primarily relate to the Company’s investments in Thailand and Spain (see note 12).
4 INVESTMENT INCOME
5 OPERATING (LOSS)/PROFIT
|Profit from operations is arrived at after charging:|
|Wages and salaries||352,636||141,134|
|Share based payment expense – options||83,701||33,825|
|Share based payment expense - warrants||-||11,012|
|Impairment of other receivables||-||178,626|
|Operating lease expense - property||35,486||6,258|
During the year the Group obtained the following services from the Company’s auditor:
|Fees payable to the Company’s auditor for the audit of the Company’s|
|Prior year underprovision||10,116||-|
6 EMPLOYEE AND DIRECTORS’ REMUNERATION
The expense recognised for employee benefits for continuing operations is analysed below:
|Short term employee benefits (including Directors)||320,586||128,542|
|Social security costs||32,050||12,592|
|Share based remuneration||83,701||33,825|
|Short term employee benefits||319,218||123,142|
|Social security costs||31,819||12,204|
|Share based remuneration||83,701||33,825|
Directors exercised options over 4, 670,000 ordinary shares in the Company during the year (see note 18). Based on the difference between the exercise price and market price of the Company’s shares on the date of exercise, a gain of £1,168 would have arisen on exercise.
Details of Directors’ employee benefits expense are as follows:
Name of Director
Details of share options granted to Directors during the year are given in note 18.
Average number of persons employed during the year:
|Office and management||3||3|
Key management are the Directors of the Company.
7 FINANCE COSTS
|Current tax on income for the period||-||-|
The tax on the Company's profit before tax differs from the theoretical amount that would arise using the weighted average rate applicable to profits of the Company as follows:
|FACTORS AFFECTING THE TAX CHARGE|
|(Loss)/profit before tax||(599,084)||105,876|
|(Loss)/profit before tax multiplied by rate of corporation tax in the UK of 20% |
|Relieved against tax losses brought forward||(219,907)||(31,766)|
|Tax losses carried forward||329,723||-|
No deferred tax asset has been recognised as Directors cannot be certain that future profits will be sufficient for this asset to be realised. As at 31 December 2015 the Company has tax losses carried forward of approximately £1,606,000 (2014: £1,057,000).
9 LOSS/(EARNINGS) PER SHARE
The basic earnings per share is based on the (loss)/profit for the year divided by the weighted average number of shares in issue during the year. The weighted average number of ordinary shares for the year assumes that all shares have been included in the computation based on the weighted average number of days since issue.
|(Loss)/Profit attributable to equity holders of the Company|
|Continuing and total operations||(599,084)||105,876|
|No of shares||No of shares|
|Weighted average number of ordinary shares in issue for basic earnings||291,007,385||135,661,967|
|Weighted average of exercisable share options and warrants||n/a||7,139,123|
|Weighted average number of ordinary shares in issue for fully diluted earnings||n/a||142,801,090|
No share options or warrants outstanding at 31 December 2015 were dilutive in view of the loss for the year and all such potential ordinary shares are excluded from the weighted average number of ordinary shares in calculating diluted earnings per share.
|Pence per |
|Pence per |
|(LOSS)/EARNINGS PER SHARE - BASIC:|| |
|- Continuing and total operations||(0.2p)||0.1p|
|(LOSS)/EARNINGS PER SHARE - FULLY DILUTED:|
|- Continuing and total operations||(0.2p)||0.1p|
Det ails of shares and warrants issued since the year end, together with details of conversions of warrants and options into shares since the year end, which may have a prospective dilutive impact are given in note 22.
10 SUBSIDIARY UNDERTAKINGS
The following were subsidiary undertakings at the end of the year. As referred to in note 2, these have not been included in the consolidated financial statements.
Country of incorporation or
Proportion of voting
|Metal Horse Limited||England and Wales||100%||Non-trading|
|Thai Star Resources Co., Ltd||Thailand||100%||Mineral exploration|
|INVESTMENT IN SUBSIDIARY UNDERTAKINGS||2015||2014|
|At 1 January||—||—|
|At 31 December||—||—|
Since incorporation, Metal Horse Limited has not commenced operations and has no material assets or liabilities.
The assets and liabilities of Thai Star Resources at the year end are as follows:
11 INVESTMENT IN ASSOCIATES
The Company held the following interest in an associate at the end of the year:
|Name||Country of incorporation or registration|| |
|Metal Capital Limited||England and Wales||30%||Mineral exploration|
|Cost of investment||Loan advances||Total|
|Additions in the year||9||67,136||67,145|
|Share of losses||(9)||(8,762)||(8,771)|
|At 31 December 2015||—||58,374||58,374|
M etal Capital Limited owns 100 per cent of Tshukudu Metals Botswana (Proprietary) Limited which acquired Discovery Mines (Proprietary) Limited on 27 November 2015. ASX listed MOD Resources Limited (‘MOD’) owns the remaining 70 per cent of Metal Capital Limited. Discovery Mines (Proprietary) Limited holds 14 prospecting licences of varying status adjacent to MOD’s Mahumo Project and covering the prospective 100 km long Mahumo Corridor in the Kalahari Copper Belt in Botswana.
The consolidated results since acquisition and year end position of Metal Capital Limited at 31 December 2015 were as follows:
|Loss before taxation||(29,237)|
|Tax on loss on ordinary activities||—|
|Loss and total comprehensive income for the year||(29,237)|
|Non current assets: property, plant and equipment||37,898|
|Company’s share of the loss and total comprehensive income for the year||(8,771)|
12 INVESTMENTS IN JOINT VENTURES
The companies through which Metal Tiger’s joint venture interests are set out below. All are engaged in mineral exploration.
|Joint venture|| |
Proportion of ownership
|31 Dec 2015||31 Dec 2014|
|SouthEast Asia Mining Corp joint ventures||Thailand||Thailand||Option to acquire 100%||Option to acquire 75%|
|Tiger Minerals Ltd||Thailand||Thailand||10%||10%|
|Tiger Resources Ltd||Thailand||Thailand||10%||10%|
|Logrosan Minerals Limited||Spain||Spain||28%||—|
|Kibo Uranium Limited||Cyprus||Tanzania||50%||—|
|Kibo Jubilee (Cyrus) Limited||Cyprus||Tanzania||50%||—|
|Eurasia Mining plc joint venture||Russia||Russia||50%||—|
|Investment in Joint Ventures:||Cost of investment||Loan advances||Total|
|Year ended 31 December 2014:|
|Additions in the year||15,655||19,603||35,258|
|At 31 December 2014||15,655||19,603||35,258|
|Year ended 31 December 2015:|
|Additions in the year||496,633||32,574||529,207|
|Share of losses||(72,837)||—||(72,837)|
|At 31 December 2015||356,362||52,177||408.539|
The fair value of investments in joint ventures at the year end is considered by the Directors not to be materially different to the carrying amounts.
|Thailand||Cost of investment||Loan advances||Total|
|Year ended 31 December 2014:|
|Additions in the year||15,655||19,603||35,258|
|At 31 December 2014||15,655||19,603||35,258|
|Year ended 31 December 2015:|
|Additions in the year||104,406||32,574||136,980|
|At 31 December 2015||120,061||52,177||172,238|
On 27 October 2014, the Company entered into a Joint Venture Agreement with SouthEast Asia Mining Corp (of Canada) (“SEA”) relating to SouthEast Asia Exploration & Mining Company Ltd (“SEAM”) interests in Thailand. The key terms of which were, subject to achievement of satisfactory milestones, for a total consideration of US$150,000 in cash payable in stages to SEAM for Metal Tiger to ultimately acquire a 75 per cent joint venture stake in the gold prospective properties the subject of the JVA.
On 2 October 2015, the parties entered into an option agreement whereby the Company could acquire the whole of SEA’s interests in Thailand for an option cost of US$40,000 and a deposit of US$10,000 for a consideration of US$500,000 payable as to US$200,000 in cash and US$300,000 in new ordinary shares of the Company on or before 15 February 2016. In addition, conditional on the gaining of certain licences, the Company will pay SEA a further US$160,000 together with the issue of warrants equal to the number of new ordinary shares to be issued for the purchase at an exercise price equal to twice the issue price of the ordinary shares. The ordinary shares to be issued on the exercise of the option will be subject to a lock-in period of six months.
The assets of over which the options have been granted comprise:
(a) Two SPLAs (“Special Prospecting Licence Applications”) covering a total area of 31 km2 relating to projects in the Nakon Sawan and Lopburi provinces within the Loei-Phetchabun part of what is locally referred to as the 'Copper-Gold Belt'. These sites in central Thailand which are the subject of the two respective SPLAs are currently anticipated to obtain exploration approval in the second half of 2016;
(b) Two applications covering a total area of 208 hectares in the Chanthaburi province, in the south east of Thailand, currently covered by historical applications held by SEAM. The properties are located in the area locally known as the 'Gold-Antimony Belt'. It is anticipated exploration licence approval can be obtained in late 2016; and
(c) The remaining interests in Tiger Minerals Pty Ltd and Tiger Resources Pty Ltd currently owned 10 per cent by the Company.
On 16 February 2016, the Company announced that it had exercised the option to acquire the SEAM Thailand interests and further information relating to this is given in note 24.
The results, assets and liabilities of Tiger Minerals Limited and Tiger Resources Limited at the year end were not significant to an appreciation of the Company’s own position.
|Spain||Cost of investment||Loan advances||Total|
|Year ended 31 December 2015:|
|Additions in the year||309,138||—||309,138|
|Share of losses||(72,837)||—||(72,837)|
|At 31 December 2015||236,301||—||236,301|
Metal Tiger's joint venture partner in Logrosan Minerals Ltd (“LML”) is Mineral Exploration Network (Finland) Ltd. LML owns 100 per cent of a subsidiary in Spain called Logrosan Minerals, S.L. which owns exploration licences in Logrosan, San Cristobal and Zorita in the Extremadura autonomous region of Spain for gold and tungsten which have not been valued in the above table. The presence of Tungsten mineralisation has been confirmed by soil sampling, outcrop sampling, trenching and historical drill holes. Gold mineralisation has been confirmed by pan-concentrate and findings to date delineate three significant anomalies, being one square kilometre each.
The share of losses in the year arises in Logrosan Minerals Limited. The results since acquisition and year end position of that company at 31 December 2015 were as follows:
|Loss before taxation||(260,131)|
|Tax on loss on ordinary activities||—|
|Loss and total comprehensive income for the year||(260,131)|
|Company’s share of the loss and total comprehensive income for the year||(72,837)|
|Tanzania and Russia||Cost of investment||Loan advances||Total|
|Year ended 31 December 2015:|
|Additions in the year||83,089||—||83,089|
|At 31 December 2015||—||—||—|
The reasons for the provisions which were made in the year against the investments in Tanzania and Russia are discussed in the Strategic Report on page 7.
13 INVESTMENTS HELD FOR TRADING
|At 1 January – Investments at fair value||885,500||—|
|Gain/(Loss) on disposal of investments||1,149,465||94,570|
|Movement in fair value of investments||(729,058)||611,750|
|At 31 December – Investments at fair value||692,949||885,500|
|Level 1 – Quoted investments||524,293||829,500|
|Level 2 – Unquoted investments||—||—|
|Level 3 – Unquoted investments – share warrants||168,656||56,000|
The table of investments sets out the fair value measurements using the IFRS 13 fair value hierarchy. Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows:
Level 1 – valued using quoted prices in active markets for identical assets;
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1;
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.
The maximum credit risk as regards investments held for trading is not considered to be materially different from the carrying value of those investments.
LEVEL 3 FINANCIAL ASSETS
Reconciliation of Level 3 fair value measurement of financial assets:
|At 1 January||56,000||—|
|Movement in fair value||38,370||24,148|
|At 31 December||168,656||56,000|
Level 3 valuation techniques used by the Company are explained in note 2 (Fair value of investments held for trading). The following key input has been used in the valuation model: volatilities ranging between 68 per cent and 93 per cent depending on the investment (2014: 76%). A 20 per cent increase in the volatility estimate would result in a £120,000 increase in the fair value and a 20 per cent decrease would result in a £62,000 decrease in fair value (2014: £26,000 impact in either direction).
No value has been ascribed to certain warrants held by the Company as their exercise price is dependent on events outside the control of the Company and have outcomes which are unable to be predicted with any certainty. The number of such warrants held at the year end were as follows (2014: none):
|Expiry date||Exercise price||Number|
|ECR Minerals PLC (ECR.L)||18 November 2018||.04p||500,000,000|
|Ariana Resources plc (AAU.L)||5 February 2018||1.8p||8,333,333|
|Ariana Resources plc (AAU.L)||1 July 2018||1.8p||8,333,333|
14 TRADE AND OTHER RECEIVABLES
|Prepayments and accrued income||12,677||9,389|
The fair value of trade and other receivables is considered by the Directors not to be materially different to carrying amounts. Included in other debtors is an amount of £178,626 (2014: £178,626) which has been fully provided against.
15 CASH AND CASH EQUIVALENTS
|Cash at brokers||75,438||790|
|Cash at bank||278,443||184,638|
|Cash and cash equivalents||353,881||185,428|
The fair value of cash and cash equivalents at 31 December 201 5 and 31 December 2014 is considered by the Directors not to be materially different to carrying amounts.
16 TRADE AND OTHER PAYABLES
|Tax and social security||6,402||26,544|
The fair value of trade and other payables is considered by the Directors not to be materially different to carrying amounts.
17 SHARE CAPITAL
Number of shares
|CALLED UP, ISSUED AND FULLY PAID||Ordinary||Deferred||Ordinary||Deferred||premium|
|At 1 January 2014|
|Ordinary shares of 1p each||61,905,803||-||619,058||-||2,893,565|
|Ordinary shares of 0.01p each||61,905,803||6,191|
|Deferred shares of 0.99p each||61,905,803||612,867|
|Ordinary shares of 0.01p each||188,466,663||-||18,847||-||867,653|
|Share issue costs||-||-||-||-||(60,300)|
|At 31 December 2014||250,372,466||61,905,803||25,038||612,867||3,700,918|
|Ordinary shares of 0.01p each||124,253,329||-||12,425||-||769,989|
|Share issue costs||-||-||-||-||(42,000)|
|At 31 December 2015||374,625,795||61,905,803||37,463||612,867||4,428,907|
On 16 June 2014, the Company approved a share reorganisation with the effect that each issued ordinary share of 1p each was subdivided into one new ordinary share of 0.01p and one deferred share of 0.99p.
The restricted rights of the deferred shares are such that they have no economic value.
The following issues of ordinary shares of 1p took place during the year:
|Number issued|| |
|23 April 2015||Placing||0.875||19,999,996||175,000|
|23 June 2015||Placing||0.900||33,333,333||300,000|
|10 July 2015||Exercise of share options||1.000||4,670,000||46,700|
|3 November 2015||Placing||0.800||36,250,000||290,000|
|14 December 2015||Placing||0,800||30,000,000||240,000|
Details of warrants issued with each of the above placings are given in note 18.
The total amount raised has been allocated as follows:
Details of share issues since the year end are given in note 22.
The issues of ordinary shares in 2014 were as follows:
|Number issued|| |
|17 June 2014||Placing||0.010||25,000,000||2,500|
|17 June 2014||Placing||0.500||80,000,000||400,000|
|14 July 2014||Issue to Directors and advisers||0.500||6,800,000||34,000|
|16 July 2014||Settlement of loan||0.500||10,000,000||50,000|
|14 November 2014||Placing||0.600||66,666,663||400,000|
The total amount raised was allocated as follows:
18 SHARE OPTIONS AND WARRANTS
On 3 July 2015, the Company granted options, under the Company’s share option scheme, over 3,330,000 and 15,000,000 ordinary shares to the Directors of the Company to subscribe for ordinary shares in the Company at 1.75p and 2p per share respectively. The options are exercisable for a period of three years from the date of grant.
The fair values of the options granted were determined using the Black-Scholes pricing model. The significant inputs to the model in respect of the options were as follows:
|Share price at date of grant||0.95p||0.95p|
|Exercise price per share||1.75p||2.00p|
|No. of options||3,330,000||15,000,000|
|Risk free rate||2%||2%|
|Life of option||3 years||3 years|
|Calculated fair value per share option||0.48p||0.45p|
On 11 July 2014, the Company granted options, under the Company’s share option scheme, over 8,340,000 ordinary shares to the Directors of the Company. Each option carries the right to subscribe for one ordinary share in the Company at 1p per share and are exercisable for a period of three years from the date of grant.
On 15 December 2014, the Company granted options, under the Company’s share option scheme, over 3,335,000 ordinary shares to a Director of the Company. Each option carries the right to subscribe for one ordinary share in the Company at 1.5p per share and are exercisable for a period of three years from the date of grant.
The fair values of the options granted during 2014 was determined using the Black-Scholes pricing model. The significant inputs to the model in respect of those options were as follows:
|11 July 2014||15 December 2014|
|Share price at date of grant||0.5p||0.8p|
|Exercise price per share||1.0p||1.5p|
|No. of options||8,340,000||3,335,000|
|Risk free rate||1.2%||0.7%|
|Life of option||3 years||3 years|
|Calculated fair value per share option||0.131p||0.426p|
Options outstanding at 31 December 2015 and their weighted average exercise price are as follows:
|Outstanding at 1 January||1.14||11,675,000||1.55||5,800,000|
|Cancelled during the year||-||-||1.55||(5,800,000)|
|Granted during the year:|
|Exercised during the year:|
|Outstanding at 31 December||1.74||25,335,000||1.14||11,675,000|
|Exercisable at 31 December||1.74||25,335,000||1.14||11,675,500|
The total share based payment expense recognised in the income statement for the year ended 31 December 2015 in respect of options granted was £83,701 (2014: £33,825). The weighted average contractual life of options outstanding at the year end is 2.4 years (2014: 3.0 years).
Further details of options issued since the year end are given in note 22.
At 31 December 2015, the following share options had been awarded to Directors but not exercised:
|2014 share options:|
|2015 share options:|
|Outstanding at 31 December||25,335,000||11,675,000|
CHARGED WITHIN COMPREHENSIVE INCOME FOR THE YEAR
On 10 November 2014, the Company issued 2,500,000 warrants to its newly appointed broker exercisable at 1.5p per share any time during the two years from the date of their appointment, and on 22 December 2014, the Company issued 1,500,000 warrants to its nominated adviser exercisable at 1.5p per share any time during the two years from the date of issue.
The fair value of the warrants was determined using the Black-Scholes pricing model. The full cost of these warrants was recognised in the income statement for the year ended 31 December 2014, as part of share based payments, amounting to £11,012.
The fair values of the options granted during 2014 was determined using the Black-Scholes pricing model.
The significant inputs to the model in respect of those options were as follows:
|10 November 2014||22 December 2014|
|Share price at date of grant||0.6p||0.8p|
|Exercise price per share||1.5p||1.5p|
|No. of options||2,500,000||1,500,000|
|Risk free rate||0.6%||0.5%|
|Life of option||2 years||2 years|
|Calculated fair value per share option||0.221p||0.369p|
No such charge arose in 2015.
CHARGED AS A COMPONENT OF EQUITY
Warrants were issued during the year ended 31 December 2015 in connection with each of the placings of the Company’s ordinary shares, as detailed in note 17, as follows:
|23 April 2015||Placing||1.750||19,999,996||23 April 2016|
|23 June 2015||Placing||1.800||33,333,333||23 June 2016|
|3 November 2015||Placing||1.600||36,250,000||25 May 2017|
|14 December 2015||Placing||1.600||30,000,000||22 June 2017|
The allocation of the consideration received for the issue of shares and warrants in the year is set out in note 17. The fair values of the warrants have been determined using the Black-Scholes pricing model. The significant inputs to the model were as follows:
|Date of issue||23 April||23 June||3 November||14 December|
|Share price at date of grant||0.925p||0.950p||0.900p||0.850p|
|Exercise price per share||1.750p||1.800p||1.600p||1.600p|
|Risk free rate||2%||2%||2%||2%|
|Life of warrants||1 year||1 year||1½ years||1½ years|
|Calculated fair value per share warrant||0.242p||0.201p||0.263p||0.196p|
Details of those warrants exercised since the year end, including those which would have expired on 23 April 2016, are given in note 22.
Warrants outstanding at 31 December 2015 and their weighted average exercise price are as follows:
|Outstanding at the beginning of the year||1,50||4,000,000||-||-|
|Granted during the year||1.68||119,583,329||1.50||4,000,000|
|Outstanding at the end of the year||1.67||123,583,329||1.50||4,000,000|
The weighted average life of warrants outstanding at the year end is 1.0 years (2014: 1.9 years).
Further details of warrants issued since the year end are given in note 21.
19 FINANCIAL INSTRUMENTS
CAPITAL RISK MANAGEMENT
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of debt and equity funding. Currently the Company’s capital structure consists entirely of shareholders’ equity, comprising issued share capital and reserves.
The Company uses financial instruments, other than derivatives, comprising cash to provide funding for its operations.
The main risks arising from the Company’s financial instruments are credit risk, liquidity risk and foreign exchange risk. The Company does not have any significant other risks. The Directors agree policies for managing these risks and they are summarised below.
The Group's exposure to credit risk is limited to the carrying amounts of trade and other receivables, and cash and cash equivalents recognised at the balance sheet date, as follows:
|Trade and other receivables||91,459||13,963|
|Cash and cash equivalents||353,881||185,428|
The Company's management considers that all the above financial assets that are not impaired for each of the reporting dates under review are of good credit quality, including those that are past due.
No impairment provision was required against trade and other receivables in the year (2014: a provision £178,626 was made against other receivables). None of the Company's financial assets are secured by collateral or other credit enhancements.
The credit risk for cash and cash equivalents is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.
The Company makes both short term and long term investments. Short term investments are all quoted investments and such investments may be sold to meet the Company’s funding requirements. However, the market in small capitalised companies can be illiquid. Long term investments are joint ventures through unquoted investment vehicles and are subject to greater liquidity risk. Directors perform extensive due diligence prior to investment.
As the Company has no significant interest bearing assets, the Company's income and operating cash flows are substantially independent of changes in market interest rates.
The following table shows the contractual maturities of the Company's financial liabilities, including repayments of both principal and interest where applicable:
|6 months or less||41,933||63,902|
|Total contractual cash flows||41,933||63,902|
The Company is exposed to market risk as a result of investing in listed resource companies. The fair value of each investment will fluctuate as a result of factors specific to the investment. The Company actively reviews its portfolio of investments to manage this risk. An increase of 10% in the valuation of investments held at the year end would reduce the loss before tax for the year by £52,429.
FOREIGN CURRENCY RISK
The Company is exposed to movements in the GBP/USD and GBP/THB exchange rates in respect of its joint venture investments.
The following table illustrates the sensitivity of the value of investments in joint ventures with regard to these exchange rates.
|CHANGE IN EQUITY||2015 |
|5% Increase in USD fx rate against GBP (2014: 4.72%)||5,630||1,664|
|5% Decrease in USD fx rate against GBP (2014: 4.72%)||(5,630)||(1,664)|
|5% Increase in THB fx rate against GBP||2,340||n/a|
|5% Decrease in THB fx rate against GBP||(2,340)||n/a|
Exposure to foreign exchange rates varies during the year depending on the volume and nature of foreign transactions. Nonetheless, the analysis above is considered to be representative of the Company’s exposure to currency risk.
CATEGORIES OF FINANCIAL INSTRUMENTS
The IAS 39 categories of financial asset included in the Statement of Financial Position and the headings in which they are included are as follows:
|HELD AT AMORISED COST:|
|Cash and bank balances||353,881||185,428|
|Loans and receivables||91,459||13,963|
|HELD AT FAIR VALUE:|
|Investments held for trading||692,949||885,500|
FINANCIAL LIABILITIES HELD AT AMORTISED COST
The IAS 39 categories of financial liabilities included in the Statement of Financial Position and the headings in which they are included are as follows:
|Trade and other payables||41,933||63,902|
20 RELATED PARTY TRANSACTIONS
A list of significant shareholders is included in the Report of the Directors. No ultimate controlling party has been identified by the Directors.
Details of the Directors’ remuneration and consultancy fees are disclosed in note 6 and share options granted to Directors are disclosed in note 18.
At the end of the year an amount of £10,000 (2014: £nil) was owed by Terry Grammer to the Company. The maximum amount outstanding during the year was £10,000 (2014: £nil). No amounts were owed to or from any other Director.
In 2014, Alex Borrelli was issued with 2,400,000 shares in the Company in settlement of consultancy fees amounting to £12,000 owed to Borrelli Capital Limited, a company connected with him.
Details of transactions with subsidiary companies, associates and joint ventures are given in notes 11, 12 and 13 respectively.
21 OPERATING LEASE COMMITMENTS
At the year end the Company had an outstanding commitment for future minimum lease payments under a non-cancellable lease, in respect of the Company’s offices, that fall due as follows:
|Within 1 year||15,000||2,700|
22 POST YEAR END EVENTS
On 25 January 2016, the Company announced a placing and subscription of 40,125,000 new ordinary shares in Metal Tiger at a subscription price of 0.8p per ordinary share raising gross proceeds of £321,000 and the issue of 40,125,000 warrants to subscribe for 40,125,000 new ordinary shares in Metal Tiger at an exercise price of 1.6p per warrant, within an 18 month exercise period (i.e. one warrant at 1.6p for each ordinary share subscribed for at 0.8p)
On 9 February 2016, the Company announced the issue of 4,250,000 new ordinary shares in Metal Tiger in lieu of cash for marketing, communication and other professional services provided to the Company. The shares were issued at 1p per share.
On 16 February 2016, the Company announced the issue of 23,799,000 new ordinary shares in Metal Tiger at 0.87p per share, in connection with an investment in subsidiary of which further details are given below.
On 9 March 2016, the Company announced the issue of 3,335,000 new ordinary shares in Metal Tiger pursuant to the exercise of an option over the Company’s shares by Terry Grammer, Director and Chairman, at a price of 1.5p per ordinary share, raising £50,025.
On 30 March 2016, the Company announced the issue of 4,815,667 new ordinary shares in Metal Tiger at a subscription price of 2.75p per ordinary share raising gross proceeds of £132,431 and the issue of 4,815,667 warrants to subscribe for 4,815,667 new ordinary shares in Metal Tiger at an exercise price of 5.5p per warrant within an 18 month exercise period (i.e. one warrant at 5.5p for each ordinary share subscribed for at 2.75p)
On 5 April 2016, the Company announced the issue of 1,450,000 new ordinary shares in Metal Tiger at 5.35p per share to pay a share bonus to the field team at its Logrosan Gold and Tungsten Joint Venture.
On 11 April 2016, the Company announced the issue of 874,025 new ordinary shares in Metal Tiger at 4.05p per share, together with a cash payment of US$80,000, to the owners of the Boh Yai and Song Toh Silver-Lead Zinc mines within the Company’s exploration properties in Kanchanaburi Province, Western Thailand for a standstill agreement to allow due diligence to be undertaken and to formulate a joint venture agreement to bring the mines back into production.
On 26 April 2016, the Company announced a placing and subscription 22,222,218 new ordinary shares in Metal Tiger at a subscription price of 4.5p per ordinary share raising gross proceeds of £1,000,000 and the issue of 22,222,218 warrants to subscribe for 22,222,218 new ordinary shares in Metal Tiger at an exercise price of 9p per warrant within a 12 month exercise period (i.e. one warrant at 9p for each ordinary share subscribed for at 4.5p).
On 29 April 2016. the Company announced a strategic share swop with Red Rock Resources PLC whereby the Company issued 1,818,182 new ordinary shares at 5.5p each in exchange for 23,809,523 Red Rock Resources PLC at 0.42p.
Warrant conversions since the year end, taking place between 16 March 2016 and 29 June 2016, have been as follows:
INVESTMENT IN SUBSIDIARY
On 16 February 2016, the Company announced that it had exercised the option to acquire the remainder of SEAM Thailand interests referred to in note 12 to provide an increased portfolio of precious and strategic metal interests.in the country. After concurrent disposal of 10 per cent to a local Thai operating company Metal Tiger will own 90 per cent of expanded Thai interests. The consideration was a cash payment of US$200,000 and a payment of US$300,000 in 23,799,000 new Ordinary Shares of the Company at 0.87p per share. A potential further cash payment of US$100,000, a US$60,000 working capital contribution and issue of 23,799,000 warrants over Metal Tiger ordinary shares at an exercise price of 1.74p per share are subject to SEAM being granted its primary target prospecting licence 1/2557 in the Kanchanaburi province in Western Thailand.
At the date of authorisation of these financial statements a detailed assessment of the fair value of the identifiable net assets and related goodwill has not been completed and any further information that would be otherwise disclosed under IFRS 3 cannot be reliably disclosed until this assessment has been concluded.
NEW SHARE OPTION SCHEME
On 31 May 2016, a General Meeting of the Company approved the introduction of a 2016 Enterprise Management Incentive programme and, pursuant to that programme, the grant of options over 10,000,000 new Ordinary Shares in the Company to Directors and over 15,000,000 option for new Ordinary Shares in the Company to key members of the Metal Tiger team. These options have an exercise price of 2p for each share option and a maximum exercise period of three years. Options granted to key members do not vest until one year after grant except in the case of a take-over.