TIDMAFE
10 September 2013
African Eagle Resources plc
("African Eagle" or the "Company")
African Eagle (AIM: AFE; AltX: AEA) today announces its interim results
for the six months ended 30 June 2013, which will also be available
shortly on the Company's website: www.africaneagle.co.uk.
MANAGING DIRECTOR'S STATEMENT
Dear Shareholder,
2013 has proved a challenging year for your Company, in a particularly
depressed market for mining juniors. It is unfortunate that the
significant progress made on the Dutwa nickel project during 2012 has
been unable to be replicated in 2013, as described in the Chairman's
Statement of the 2012 Annual Report.
To this end, and as noted in the Annual Report, your Board of Directors
decided to progress three initiatives in early 2013:
-- To continue to seek a purchaser for the Dutwa assets, with the
consideration being in cash and/or a carried interest;
-- To recover any value possible from the Miyabi JV and other non-Dutwa
assets via a sale of our interest for cash or equity; and
-- To maintain the AIM-listed plc with a view to seeking new investment
opportunities in the natural resources and related sectors, thereby
retaining a possibility of securing some upside for shareholders.
The successful completion of the sale of 90% of the Tanzanian assets to
Blackdown Resources (UK) Limited, including a carried interest for the
retained 10%, and the appointment of three new directors with
significant experience in capital raising, focusing on natural resources,
(both occurring during August 2013) give grounds for cautious optimism
that your Company has a brighter future. There can be no guarantee,
however, that any new investment opportunities, if identified and
executed, will be successful.
Concurrent with these initiatives, significant and successful efforts
have been made to reduce costs at the corporate level.
The Company announced on 22 July 2013 that, including the proceeds from
the sale of the Tanzanian assets, there was sufficient working capital
for two months. Efforts to improve the working capital balance are
being progressed and potential sources of funds include, but are not
limited to, the sale of assets, a loan, a placing of shares or a
combination of some or all of these.
As previously announced, David Newbold resigned as a director on 1 April
2013, Trevor Moss resigned on 28 June 2013 and Chris Pointon, Don
Newport and Ambassador Paul Rupia all stepped down from the Board on 14
August 2013. As also announced, I was appointed to the Board on 24 June
2013 as Interim Managing Director and Venkat Siva, Paul Colucci and Mark
Thompson were appointed on 14 August 2013 as Non-Executive Directors.
On behalf of the current Board of Directors, I would like to thank the
former Directors for their hard work and dedication during these
difficult times. I would also like to thank the significant
contributions made by the staff in both Tanzania and London, without
which the transaction with Blackdown Resources (UK) Limited would not
have been possible.
As at 30 June 2013 the transaction to sell the Tanzanian assets had not
been executed and therefore these interim results have been prepared for
the Group on a break up basis, consistent with the 2012 Accounts.
However, the comparative figures for the six months ended 30 June 2012
were prepared on the going concern basis and these have not been
restated to break up basis.
Robert McLearon
Managing Director
For further information, please visit www.africaneagle.co.uk or contact:
African Eagle Resources plc
Robert McLearon, Managing Director
+44 20 7248 6059
Strand Hanson Limited (NOMAD)
Stuart Faulkner
Angela Hallett
James Dance
+ 44 20 7409 3494
Ocean Equities Limited (Broker)
Guy Wilkes
+44 20 7786 4370
African Eagle Resources Plc
Condensed Interim Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2013
6 months to 6 months to Year to
30 June 30 June 31 December
2013 2012 2012
Note Unaudited Reviewed Audited
GBP GBP GBP
Employee benefits expense (248,111) (612,294) (1,649,651)
Impairment of assets 3(1,693,680) (2,810,952) (25,366,967)
Other expenses (1,045,833) (1,030,056) (1,549,362)
Depreciation expense - (22,255) (46,670)
Profit on sale of licences - 212,291 -
Profit on disposal of assets held for sale - - 327,132
Share of loss in associates and assets held for sale - - (11,806)
Other income 4 24,682 2,142 -
Payroll levies related to prior years (78,153) - (601,754)
Operating loss (3,041,095) (4,261,124) (28,899,078)
Finance income:
Bank interest receivable 19,764 45,121 108,464
Foreign exchange gain/(loss) 98,502 (135,784) (145,120)
Loss before tax (2,922,829) (4,351,787) (28,935,734)
Income tax expense - - -
Loss attributable to equity owners for the period (2,922,829) (4,351,787) (28,935,734)
Other comprehensive loss:
Exchange differences on translation of foreign operations (38,917) (284,402) (799,667)
Available for sale investments: fair value adjustment - 40,000 (40,000)
Other comprehensive loss for the period (38,917) (244,402) (839,667)
Total comprehensive loss attributable to equity owners
for the period (2,961,746) (4,596,189) (29,775,401)
Loss per share:
Basic/diluted loss per share from total and continuing
operations 5 (0.4p) (0.8p) (4.7p)
Headline/diluted loss per share from total and continuing
operations 5 (0.2p) (0.3p) (0.6p)
The accompanying notes form an integral part of these condensed interim
consolidated financial statements.
African Eagle Resources Plc
Condensed Interim Consolidated Statement of Financial Position
As at 30 June 2013
30 June 30 June 31 December
2013 2012 2012
Unaudited Reviewed Audited
Note GBP GBP GBP
Assets
Deferred exploration costs - 14,658,103 -
Property, plant and equipment - 171,321 -
Available for sale investments 6 18,667 200,000 68,000
Exploration assets held for
sale - 2,275,281 -
Investment in associates - - -
Investment in joint ventures - - -
Cash and cash equivalents 614,609 10,595,202 3,645,458
Other receivables 94,863 640,791 241,233
Total assets 728,139 28,540,698 3,954,691
LIABILITIES
Current liabilities
Payroll related levies related
to prior years (679,907) - (601,754)
Other payables (1,229,046) (1,751,199) (1,656,375)
Total liabilities (1,908,953) (1,751,199) (2,258,129)
Net (liabilities)/assets (1,180,814) 26,789,499 1,696,562
EQUITY
Equity attributable to owners
of the parent:
Share capital 6,940,145 6,940,145 6,940,145
Share premium account 36,559,743 36,559,743 36,559,743
Merger reserve 405,723 705,723 405,723
Available for sale revaluation
reserve - 80,000 -
Foreign currency reserve (1,028,851) (474,668) (989,933)
Retained losses (44,057,574) (17,021,444) (41,219,116)
Total equity (1,180,814) 26,789,499 1,696,562
The accompanying notes form an integral part of these condensed interim
consolidated financial statements.
African Eagle Resources Plc
Condensed Interim Consolidated Statement of Cash Flows
For the six months ended 30 June 2013
6 months to 6 months to Year to
30 June 30 June 31 December
2013 2012 2012
Unaudited Reviewed Audited
GBP GBP GBP
Operating activities
Loss before taxation (2,922,829) (4,351,787) (28,935,734)
Adjustments for:
Exchange loss/(gain) 39,639 1,954 (12,386)
Impairment of assets 1,681,398 2,810,952 25,366,967
Loss on disposal of property, plant and equipment - 569 586
Depreciation - 22,255 46,670
Profit on disposal of assets held for sale - - (327,132)
Share in loss of associate - - 11,806
Share of joint venture loss - - 716
Share based payments 84,371 229,047 315,322
Interest received (19,764) (45,121) (108,464)
Decrease/(increase) in other receivables 253,133 (136,350) (177,562)
Payroll related levies related to prior years 55,032 - 601,754
(Decrease)/increase in other payables (496,477) 376,543 380,263
Cash flows from operating activities (1,325,497) (1,091,938) (2,837,194)
Investing activities
Payments to acquire property, plant and equipment (1,955) (114,693) (123,486)
Payments for deferred exploration expenditure (1,696,858) (2,684,663) (8,080,191)
Exploration assets held for sale (29,741) - (290,959)
Interest received 19,764 45,121 108,464
Investment in associates - (43,176) (74,634)
Proceeds from sale of licences - - 471,462
Disposal of cash in Katanga Resources Limited - - (5,155)
Cash flows used in investing activities (1,708,790) (2,797,411) (7,994,499)
Financing activities
Proceeds from issue of share capital (net of issue
costs) - 12,202,857 12,202,858
Cash flows from financing activities - 12,202,857 12,202,858
Net (decrease)/increase in cash and cash
equivalents (3,034,287) 8,313,508 1,371,165
Cash and cash equivalents at beginning of year 3,645,458 2,285,347 2,285,347
Exchange gain/(loss) 3,438 (3,653) (11,054)
Cash and cash equivalents at end of period 614,609 10,595,202 3,645,458
The accompanying notes form an integral part of these condensed interim
consolidated financial statements.
African Eagle Resources Plc
Condensed Interim Consolidated Statement of Changes in Equity
For the six months ended 30 June 2013
Share Available for sale Foreign Total
Share premium Merger revaluation currency Retained attributable to
capital account reserve reserve reserve losses owners
GBP GBP GBP GBP GBP GBP GBP
Balance at 1 January 2012 4,095,862 27,201,169 705,723 40,000 (190,266) (12,898,704) 18,953,784
Loss for period - - - - - (4,351,787) (4,351,787)
Exchange differences on translation of foreign
operations - - - - (284,402) - (284,402)
Available for sale investments - - - 40,000 - - 40,000
Total comprehensive loss for the period - - - 40,000 (284,402) (4,351,787) (4,596,189)
Transactions with equity owners for the first half
of 2012:
Issue of share capital 2,844,283 9,807,116 - - - - 12,651,399
Share issue costs - (448,542) - - - - (448,542)
Share based payments - - - - - 229,047 229,047
Total transactions with equity owners 2,844,283 9,358,574 - - - 229,047 12,431,904
Balance at 30 June 2012 6,940,145 36,559,743 705,723 80,000 (474,668) (17,021,444) 26,789,499
Loss for period - - - - - (24,583,947) (24,583,947)
Exchange differences on translation of foreign
operations - - - - (515,265) - (515,265)
Available for sale investments - fair value
adjustment - - (80,000) - - (80,000)
Transfer merger reserve to profit and loss - - (300,000) - - 300,000 -
Total comprehensive loss for the period - - (300,000) (80,000) (515,265) (24,283,947) (25,179,212)
Transactions with equity owners for the second half
of 2012:
Share based payments - - - - - 86,275 86,275
Total transactions with equity owners - - - - - 86,275 86,275
Balance at 31 December 2012 6,940,145 36,559,743 405,723 - (989,933) (41,219,116) 1,696,562
Loss for period - - - - - (2,922,829) (2,922,829)
Exchange differences on translation of foreign
operations - - - - (38,918) - (38,918)
Available for sale investments - - - - - - -
Total comprehensive loss for the period - - - - (38,918) (2,922,829) (2,961,747)
Transactions with equity owners for the first half
of 2013:
Share based payments - - - - - 84,371 84,371
Total transactions with equity owners - - - - - 84,371 84,371
Balance at 30 June 2013 6,940,145 36,559,743 405,723 - (1,028,851) (44,057,574) (1,180,814)
The accompanying notes form an integral part of these condensed interim
consolidated financial statements.
African Eagle Resources Plc
Notes to the Condensed Interim Consolidated Financial Statements
For the six months ended 30 June 2013
Nature of Operations and General Information
African Eagle Resources plc ("African Eagle" or the "Company") whose
registered address is 1st Floor, 6 - 7 Queen Street, London, EC4N 1SP is
a public limited company incorporated and domiciled in England and is
listed on the AIM market of the London Stock Exchange and on the
Alternative Exchange of the Johannesburg Stock Exchange Limited
("AltX").
Following the approval of the sale of substantially all of its
subsidiaries, assets and liabilities to Blackdown Resources (UK) Limited
at a General Meeting of shareholders on 22 July 2013 and the approval of
the Company's Investing Policy the Company is now classed as an
Investing Company.
2 Statement of Compliance and basis of preparation
African Eagle's consolidated financial statements are presented in
pounds sterling (GBP), which is also the functional currency of the
Parent Company. The Financial Statements are for the six months ended 30
June 2013. They do not include all the information required for full
annual financial statements and should be read in conjunction with the
audited consolidated financial statements of the Group for the year
ended 31 December 2012, which were prepared under International
Financial Reporting Standards ("IFRS") as adopted by the European Union
("EU").
The comparative amounts in the Financial Statements include extracts
from the Company's consolidated financial statements for the year ended
31 December 2012. These extracts do not constitute statutory accounts
within the meaning of Section 435 of the Companies Act 2006.
Consolidated financial statements:
Due to the Company having not been able to secure the additional funding
needed to advance its development programme in Tanzania as it had
planned, and following a review of the previous tax filings of one of
the Company's Tanzanian subsidiaries, the Directors have decided to
prepare the consolidated financial statements on a basis other than that
of a going concern. The consolidated financial statements have
therefore been prepared on a break up basis. In adopting the break up
basis at the year end, the following policies and procedures were
implemented at the year-end and have been consistently applied for the
six months to 30 June 2013:
-- At the balance sheet date all assets are considered as realisable as
current assets within one year.
-- Capitalised costs and other assets where no value is expected to be
recovered have been impaired as set out in Note 3:
-- Intangible Deferred Exploration Costs relate to licences and project
costs within Tanzania that the Directors expect to have no near term
value in the absence of funding and an executable offer;
-- Property, Plant and Equipment has been fully impaired as the realisable
value is anticipated, net of disposal costs, is currently expected to be
nil;
-- Available For Sale Investments have been impaired to reflect their
realisable value at the balance sheet date including, where applicable,
the market value for listed investments at that date;
-- Assets Held for Sale have been fully impaired for the Group to reflect
the Directors estimate of fair value at the balance sheet date less costs
to dispose;
-- Other Receivables - Short Term have been written down to their estimated
realisable value at the balance sheet date;
-- Payables reflect the full value of payables, including the full value of
the estimated taxation payable.
The comparative figures for the six months ended 30 June 2012 were
prepared on the going concern basis and these have not been restated to
break up basis.
3 Impairment
6 months to 6 months to Year to
30 June 30 June 31 December
2013 2012 2012
Unaudited Reviewed Audited
GBP GBP GBP
Deferred exploration costs 1,696,858 63,074 19,631,661
Property plant and equipment 1,955 - 152,054
Available for sale investments 49,333 - 1,456,144
Assets held for sale 29,741 991,438 1,870,506
Associates - 1,734,716 1,733,211
Joint ventures -- 21,724 21,667
Loss on disposal of subsidiary -- - 80,820
Other receivables - short term (84,207) - 420,904
1,693,680 2,810,952 25,366,967
The accounts for the six months to 30 June 2013 have been prepared on a
break up basis consistently with those for the year ended 31 December
2012. The impairment for the period has been applied as set out in Note
2.
4 Other income
Other income includes GBP15,605 (AUD 25,000) received from Syrah
Resources Limited in relation to the sale of uranium assets in Zambia
under an agreement executed in 2011.
5 Loss Per Share
(a) Basic loss per share
The calculation of basic loss per share is based on the loss for the
period divided by the weighted average number of shares in issue during
the period. In calculating the diluted loss per share potential ordinary
shares such as share options and warrants have not been included as they
would have the effect of decreasing the loss per share. Decreasing the
loss per share would be anti-dilutive.
6 months to 6 months to Year to
30 June 30 June 31 December
2013 2012 2012
Unaudited Reviewed Audited
GBP GBP GBP
Loss for the period (2,922,829) (4,351,787) (28,935,734)
Weighted average number of shares in
issue 694,014,407 531,734,445 613,317,814
Basic & diluted headline loss per
share (0.4p) (0.8p) (4.7p)
(b) Headline loss per share
Headline loss per share has been calculated in accordance with the South
African Institute of Chartered Accountants Circular 3/2009 - Headline
Earnings. Circular 3/2009 is effective for interim and/or annual
financial periods ending on or after 31 August 2009.
The calculation of headline loss per share is based on the headline loss
for the period divided by the weighted average number of shares in issue
during the period. No diluted headline loss per share has been
calculated as it would be anti-dilutive by reducing the headline loss
per share.
6 months to 6 months to Year to
30 June 30 June 31 December
2013 2012 2012
Unaudited Reviewed Audited
GBP GBP GBP
Loss for
the
period (2,922,829) (4,351,787) (28,935,734)
Adjusted
for:
Plus loss
on sale of
tangible
assets - 569 586
Less profit
on sale of
intangible
assets - (212,291) -
Less profit
on
disposal
of assets
held for
sale - - (327,132)
Impairment
of assets 1,693,680 2,810,952 25,366,967
Plus Group
share of
associate
loss - - 11,806
Plus Group
share of
joint
venture - - 716
Headline
loss (1,229,149) (1,752,557) (3,882,791)
Weighted
average
number of
shares in
issue 694,014,407 531,734,445 613,317,814
Undiluted
headline
loss per
share (0.2p) (0.3p) (0.6p)
6 Available for sale investments
6 months to 6 months to Year to
30 June 30 June 31 December
2013 2012 2012
Unaudited Reviewed Audited
GBP GBP GBP
Investment in Kibo Mining Plc:
At the balance sheet date 68,000 160,000 160,000
Credit/(release) of revaluation reserve
in the period 40,000 (40,000)
Impairment (49,333) - (52,000)
Carrying amount at end of period 18,667 200,000 68,000
Investment in Elephant Copper Limited:
At the balance sheet date - - 1,404,144
Impairment - - (1,404,144)
Carrying amount at end of period - - -
The investment in Kibo Mining Plc was sold after 30 June 2013 as set out
in Note 7.
The investment in Elephant Copper Limited comprised 15,000,000 shares at
a fully impaired cost of GBP1,404,144 at 30 June 2013. 5,950,000 shares
formed part of the post balance sheet disposal as set out in Note 7.
7 Events after the balance sheet date
On 2 July 2013 the Company announced that, subject to shareholder
approval, it had agreed to sell substantially all of its subsidiaries,
assets and liabilities to Blackdown Resources (UK) Limited ("Blackdown
Resources"), and that, following such disposal, it would be classed as
an Investing Company under Rule 15 of the AIM Rules with an Investing
Policy to seek opportunities to invest in the natural resources,
infrastructure and services sectors.
The agreement was to sell 90% of the issued share capital of the
Company's wholly owned subsidiary Blackdown Minerals Limited for a total
cash consideration of US$100,000. The Company has a 'free carry' and
anti-dilution rights in respect of its 10% shareholding in Blackdown
Minerals Limited up until US$20 million or more on the exploration and
development of projects and assets in the business of the Group or a
Bankable Feasibility Study in respect of the Dutwa Nickel Project in
Tanzania has been completed.
On completion of the Disposal, the assets (other than cash) that the
Company held were its 10 per cent. interest in Blackdown Minerals,
533,333 shares in Kibo Mining Plc (See Note 7b) and 9,050,000 shares in
Elephant Copper Ltd.
The proposed disposal and Investing Policy were approved by the
shareholders in General Meeting on 22 July 2013. Completion of the
disposal took place on 8 August 2013, at which date the Company adopted
its new Investing Policy.
On 7 August 2013 the Company received net proceeds of GBP21,210 from the
sale of its holding of 533,333 shares in Kibo Mining Plc.
On 14 August 2013 Dr Chris Pointon, Mr Donald Newport and Ambassador
Paul Rupia resigned as Non-Executive Directors with immediate effect and
Mr Venkat Siva, Mr Paul Colucci and Mr Mark Thompson were appointed as
Non-Executive Directors, also with immediate effect.
This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the
information contained therein.
Source: African Eagle Resources PLC via Thomson Reuters ONE
HUG#1728171
http://www.africaneagle.co.uk/
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