On 28 August 2013, 200,000,000 warrants were granted at a price
of 1p per Ordinary share exercisable at any time up to 31 December
2018;
On 8 October 2013, 23,000,000 new ordinary shares were issued on
conversion of unsecured loan notes at a rate of 1p per Ordinary
share.
KEY RISKS AND UNCERTAINTIES
The key risks identified by the Board are detailed in note 3 to
the financial statements.
RESULTS AND DIVIDENDS
The loss for the year is GBP1,190,373 (2012: GBP3,167,606) of
which GBP785,574 relates to discontinued operations, which has been
transferred to reserves. No dividends will be distributed for the
year ended 31 December 2013.
DIRECTORS
The directors during the year under review were:
Chung Dongwook (Resigned 11 November 2013)
Chan Fook Meng
Christopher Morgan
Nazim Khan
All the directors who are eligible offer themselves for
re-election at the forthcoming Annual General Meeting.
Remuneration of the Directors for the year is summarised as
follows:
Directors'
Fees
GBP
Chung Dongwook -
Chan Fook Meng 30,000
Christopher Morgan 30,000
Nazim Khan 30,000
--------------
Total 90,000
Chan Fook Meng has an interest in 60,300,000 million ordinary
shares through Shine Link Limited, representing 15.35% of the
Company.
Following acquisition of warrants and exercise of warrants on 21
January 2014, Chan Fook Meng has an interest in warrants and
options to acquire a further 193,450,000 Ordinary Shares in the
Company. If the said warrants and options are exercised, and no
other warrants nor options nor other convertible securities are
exercised, Mr Chan would then have an interest in a total of
253,750,000 Ordinary Shares in Nova, representing 64.59% of Nova's
then enlarged total issued ordinary share capital.
Substantial shareholders
As at 25 June 2014, the Company had been notified of the
following beneficial interests in 3% or more of the issued share
capital:
Number of % of issued
ordinary shares share capital
Ordinary 1p shares
Upside Management (Offshore) 129,125,000 32.87%
Consiliou Growth Fund 125,800,000 32.02%
Chan Fook Meng 60,300,000 15.35%
Global Explorer Holdings Limited 19,642,857 5.00%
INDEMNITY OF OFFICERS
The Company may purchase and maintain, for any director or
officer, insurance against any liability and the Company does
maintain appropriate insurance cover against legal action bought
against its directors and officers.
PUBLICATION OF ACCOUNTS ON COMPANY'S WEBSITE
Financial statements are published on the Company's website. The
maintenance and integrity of the website is the responsibility of
the directors. The directors' responsibilities also extend to the
financial statements contained therein.
COMPANY'S POLICY ON PAYMENT OF CREDITORS
It is the Company's normal practice to make payments to
suppliers in accordance with agreed terms provided that the
supplier has performed in accordance with the relevant terms and
conditions.
GOING CONCERN
The Group reports a loss of GBP1,190,373 for the year. After
making enquiries the directors consider that the Group has adequate
resources and loans, including convertible and commercial, from
long term investors to continue in operational existence for the
foreseeable future.
The Company entered into two investment agreements with Upside
Management (Offshore) SAL and Consiliou Growth Fund. Each Investor
will provide the company with a facility of up to GBP500,000 until
31st December 2018. The facility is provided by way of a
subscription for new company shares at a price of 1p each.
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.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the financial
statements in accordance with applicable law and regulations.
Bermudan company law requires the directors to prepare financial
statements for each financial year. Under that law the directors
have elected to prepare the financial statements in accordance with
International Financial Reporting Standards as adopted for use in
the European Union. The financial statements are required by law to
give a true and fair view of the state of affairs of the Company
and of the profit or loss of the Company for that period. In
preparing these financial statements, the directors are required
to:
- select suitable accounting policies and then apply them consistently;
- make judgments and estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business for the foreseeable future;
- follow applicable accounting standards.
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure that
the financial statements comply with the Bermuda Companies Act
1981. 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.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit
information of which the Company's auditors are unaware, and each
director has taken all the steps that he ought to have taken as a
director in order to make himself aware of any relevant audit
information and to establish that the Company's auditors are aware
of that information.
AUDITORS
The auditors, Jeffreys Henry LLP have indicated their
willingness to continue in office. In accordance with section 89 of
Bermuda Companies Act 1981, a resolution proposing that they be
re-appointed will be put to the Annual General Meeting.
ON BEHALF OF THE BOARD:
Chan Fook Meng
Director
Date: 3 July 2014
Report of the Independent Auditors to the Members of
NOVA RESOURCES LIMITED
We have audited the Group and Company financial statements of
Nova Resources Limited for the year ended 31 December 2013, which
comprise the consolidated statement of comprehensive income,
consolidated and company statement of changes in equity,
consolidated and company statement of financial position,
consolidated and company statement of cash flows, and the related
notes on pages 11 to 43. The financial reporting framework that has
been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRS) as adopted by
the European Union and as regards the parent company financial
statements, as applied in accordance with the provisions of Bermuda
Companies Act 1981.
This report is made sole to the Company's members, as a body, to
the requirements of the Bermuda Companies Act 1981 and Bermuda
Companies Act 2006 as amended. 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 auditors' 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 set out on page 8, 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 the financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the Company's circumstances and have been
consistently applied and adequately disclosed; the reasonableness
of significant accounting estimates made by the directors; and the
overall presentation of the financial statements. In addition we
have read all the financial and non-financial information in the
Chairman's Report and Directors' Report to identify material
inconsistencies with the audited financial statements. If we become
aware of any apparent misstatement or inconsistencies we consider
the implication of our report.
Opinion on financial statements
In our opinion:
- the financial statements give a true and fair view, of the
state of the Group and Company's affairs as at 31 December 2013 and
of the Group's loss and Group's and Company's cash flows for the
year then ended;
- the Group financial statements have been properly prepared in
accordance with International Financial Reporting Standards as
adopted by the European Union;
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