TIDMMIR
RNS Number : 6201R
Mining Investments Resources PLC
20 November 2012
Mining Investments Resources plc
Audited Results for the year ended 30 June 2012
Notice of Annual General Meeting
and
Posting of Annual Report
Mining Investments Resources plc ("MIR" or the "Company"), the
AIM-listed investment company focussed on mining opportunities in
Russia, announces its audited results for the year ended 30 June
2012.
Chairman's review
Post year end Highlights
-- Board restructured and Company re-financed by the issue of new capital
-- Acquisition of a portfolio of investments in listed mining companies
-- Main focus of the Company redirected to seeking investment
opportunities in the mining industry in Russia
-- Entered into Strategic Alliance Agreement with Artel Vostok
-- Change of name from Lagan Capital plc to Mining Investments Resources plc
Dear Shareholders,
The twelve month period to 30 June 2012 was one of stagnation
for the Company as it spent the entire year attempting to resolve
the problems associated with the investments in and loans made to
Evolving Outsourcing Limited ("Evolving") whilst seeking to
undertake a qualifying investment to enable it to implement its
investing policy in compliance with the AIM Rules for Companies. My
maiden Chairman's statement therefore focuses mainly on events that
have occurred post the end of the year under review.
Having been unable to publish the financial report and accounts
for the period ended 30 June 2011 trading in the Company's shares
was suspended on 22 December 2011 and subsequently remained
suspended having failed to implement its investing policy within
the requisite timeframe. On 28 August 2012, the Company raised
GBP690,000 by placing a total of 69,074,119 new shares and
44,537,059 new warrants with investors. Certain outstanding
obligations of the Company were also capitalised which resulted in
the issue of an additional 3,687,501 of new shares to parties
related to Stephen Casey and Peter Holmes in lieu of outstanding
fees. Simultaneously with the fundraising, Stephen Casey and Peter
Holmes resigned and Steve Roberts and I were appointed to the
Board. Most of the new capital raised was immediately invested in a
portfolio of mainly Russian focused listed mining companies. This
enabled the Company to implement its revised investing policy and
to have the suspension in trading of its shares lifted.
Since our appointment we have undertaken a review of the
previous business. The review concluded that the business of
Evolving has not been successful and the management of Evolving has
defaulted on its obligations to the Company. Given the cost of
pursuing legal action against a company whose main business is in
Poland, the Board has concluded that it will not initiate direct
legal action at this time but is investigating alternative action.
The investment in and loans made to Evolving were partly provided
for in the financial year to 30 June 2011. Following further
investment and investigations during the current year, and given
the unknown outcome from action(s) to recover funds, the Directors
believe it prudent to make a full provision against the entire
balance as at 30 June 2012.
On 31 October 2012, the Company was renamed Mining Investments
Resources PLC ("MIR") and now trades under the ticker symbol "MIR".
The main direction of MIR currently is to seek investment
opportunities in the mining industry in Russia. The Directors
continue to maintain the Company on a very modest cash cost basis
whilst actively pursuing suitable investments for the Company.
Shareholders should be aware that if suitable investment
opportunities are identified, these may require the raising of
additional funds.
Following its change in name, MIR entered into a Strategic
Alliance Agreement ("Agreement") with Artel Vostok
(www.artelvostok.ru), a company which operates alluvial mines and
undertakes mining exploration activities as a contractor for other
mining companies. Artel Vostok operates in the North of Khabarovsk,
based in the Kiran camp. The Agreement envisages that Artel Vostok
will seek to acquire exploration licenses over several areas which
have been identified as having geological exploration potential and
thereafter, subject to applicable due diligence, MIR intends to
acquire an interest in the licenses. It also encompasses
co-operation on other projects within the area of operations of
Artel Vostok which is an area in the Khabarovsk region which
contains many other identified mineral exploration
opportunities.
Upon the successful acquisition of an interest in an exploration
license under the Agreement, it is proposed that, subject to
approval by the Company's Nominated Adviser, a senior member of the
board of Artel Vostok, Mr Gennady Malyshevsky, will be invitedto
join the Company's board.
We believe that Artel Vostok is an influential company in the
Khabarovsk region of Russia and has a good track record as a
partner of Silver Bears Resources, a Toronto listed company
(Ticker: SBR), in proving up and ultimately selling the Avleyakan
mine and it is hoped that this alliance will provide similar
opportunities to MIR. We consider the key to investment in Russia
is the choice of partner and the ability to attract a partner of
the quality of Artel Vostok is a concrete first step in MIR's
strategy.
We look forward to developing and enhancing our business in this
highly prospective region of Russia.
Michael Nosworthy
Executive Chairman
20 November 2012
For further information please contact:
Mining Investments Resources
Michael Nosworthy plc +33 675657274
Mining Investments Resources
Steve Roberts plc 07812043436
Northland Capital Partners
Limited
Luke Cairns / Matthew Johnson (Nomad and Joint Broker) 020 7796 8800
Peterhouse Corporate Finance
Limited
Peter Greensmith / Eran Zucker (Joint Broker) 020 7469 0932
Jonathan Anderson Investor Relations 07950410680
Consolidated statement of comprehensive income
for the year ended 30 June 2012
30 June 30 June
2012 2011
GBP000 GBP000
-------------------------- ----------------------- -----------
Revenue - 52
-------------------------- ----------------------- -----------
Gross profit - 52
Admin expenses (634) (547)
-------------------------- ----------------------- -----------
Operating loss (634) (495)
-------------------------- ----------------------- -----------
Pre-tax loss for the
year (634) (495)
Tax - -
-------------------------- ----------------------- -----------
Net loss for the year
and total
comprehensive income (634) (495)
-------------------------- ----------------------- -----------
Loss per share
- basic (11.48p) (9.46p)
- diluted (11.48p) (9.46p)
-------------------------- ----------------------- -----------
Consolidated balance sheet
as at 30 June 2012
30 June 30 June
2012 2011
GBP000 GBP000
---------------------------------------- ----------- ------------
Assets
Non-current assets
Investments held at fair value through
profit and loss - -
Loans and receivables - 281
---------------------------------------- ----------- ------------
Total non-current assets - 281
---------------------------------------- ----------- ------------
Current assets
Trade and other receivables - 331
Cash and cash equivalents 20 28
---------------------------------------- ----------- ------------
Total current assets 20 359
---------------------------------------- ----------- ------------
Total assets 20 640
---------------------------------------- ----------- ------------
Equity
Capital and reserves attributable
to the Company's equity holders
Share capital 2,539 2,539
Share premium account 7,633 7,633
Retained earnings (10,335) (9,701)
---------------------------------------- ----------- ------------
Total equity (163) 471
---------------------------------------- ----------- ------------
Liabilities
Current liabilities
Trade and other payables 183 24
Non-current liabilities
Trade and other payables - 145
---------------------------------------- ----------- ------------
Total liabilities 183 169
---------------------------------------- ----------- ------------
Total equity and liabilities 20 640
---------------------------------------- ----------- ------------
Consolidated cash flow statement
for the year ended 30 June 2012
Year ended Year ended
30 June 30 June
2012 2011
GBP000 GBP000
------------------------------------------------------- ------------- --------------------
Operating activities
Loss for the year before tax (634) (495)
Fair value losses on financial assets
recognised in
profit or loss - 17
Impairment on financial assets 454 296
Change in trade and other receivables 331 229
Change in trade and other payables 14 48
Interest accrued on financial assets - (31)
------------------------------------------------------- ------------- --------------------
Net cash inflow from operating activities 165 64
------------------------------------------------------- ------------- --------------------
Investing activities
Additions to financial investments (173) (337)
------------------------------------------------------- ------------- --------------------
Net cash outflow from investing
activities (173) (337)
------------------------------------------------------- ------------- --------------------
Financing activities
Shares issued - 22
------------------------------------------------------- ------------- --------------------
Net cash inflow from financing activities - 22
------------------------------------------------------- ------------- --------------------
Net
Cash and cash equivalents, beginning
of year 28 279
Net decrease in cash and cash equivalents (8) (251)
------------------------------------------------------- ------------- --------------------
Cash and cash equivalents, end of
year 20 28
------------------------------------------------------- ------------- --------------------
Consolidated statement of changes
in equity
for the year ended 30 June
2012
Share Profit Total
Share capital premium & loss equity
GBP000 GBP000 GBP000 GBP000
------------------------------------- ---------------- ------------- ----------- ------------
Balance as at 30 June 2010 2,536 7,614 (9,206) 944
Shares issued 3 19 - 22
------------------------------------- ---------------- ------------- ----------- ------------
Transactions with owners 3 19 - 22
------------------------------------- ---------------- ------------- ----------- ------------
Loss for the year - - (495) (495)
------------------------------------- ---------------- ------------- ----------- ------------
Total comprehensive income
for the year - - (495) (495)
------------------------------------- ---------------- ------------- ----------- ------------
Balance as at 30 June 2011 2,539 7,633 (9,701) 471
Loss for the year - - (634) (634)
------------------------------------- ---------------- ------------- ----------- ------------
Total comprehensive income
for the year - - (634) (634)
------------------------------------- ---------------- ------------- ----------- ------------
Balance as at 30 June 2012 2,539 7,633 (10,335) (163)
------------------------------------- ---------------- ------------- ----------- ------------
Notes
1. Financial statements
The financial information set out in this announcement does not
constitute statutory accounts within the meaning of Section 434 of
the Companies Act 2006 for the year ended 30 June 2012 or for the
year ended 30 June 2011, but is derived from those accounts. The
financial statements for 2012 will be delivered to the Registrar of
Companies following the Company's Annual General Meeting. The
auditors have issued an unqualified report on these accounts. The
auditor has issued an unqualified opinion in respect of the
financial statements which does not contain any statements under
the Companies Act 2006, Section 498(2) or Section 498(3).
2. Summary of significant accounting policies
Basis of preparation
The financial statements of the Group have been prepared in
accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union. The financial statements have
been presented in accordance with IAS 1 Presentation of Financial
Statements (Revised 2007). The Group has elected to present a
"statement of comprehensive income" as one statement.
The Directors have prepared these accounts on a going concern
basis, since they believe that the Group will be able to pay its
liabilities as they fall due. The accounts are prepared according
to the historic cost convention with the exception of investments
designated at fair value through profit and loss.
Going Concern
The Group's business activities, together with the factors
likely to affect its future development, performance and position
are set out in the Chairman's review
The Group's working capital is currently invested in a portfolio
of listed companies following investments made subsequent to the
year end. These assets will be liquidated as and when required in
order to meet the Group's liabilities and expenses. The Directors
recognise that stock market volatility could have either a positive
or negative effect on the value of the shareholdings and hence on
this source of working capital. Prior to the liquidation of
shareholdings as soon as is considered opportune, the
diversification of holdings over a number of different shares
reduces the volatility and risk of the portfolio to levels closer
to that of the market in general.
In considering going concern, the Directors have prepared cash
flow forecasts to the end of February 2014, showing adequate
current working capital to meet the Groups' obligations until that
date. The cash flow forecasts prepared show a working capital
surplus of GBP35,000 at the end of the forecast period. Even in the
event of negative market movements reducing the share portfolio's
value prior to its liquidation, the Directors remain confident that
these current resources alone will be adequate to meet the Groups'
obligations for the next 12 months. The forecasts are based on the
assumption that the Group will not generate any significant cash
inflows during this period in respect of its investments and that
working capital requirements will be maintained at currently
planned levels.
In common with many mining and mining exploration companies, the
Company needs to raise finance for its activities in discrete
tranches to finance its activities for limited periods. The
Directors are confident that the Company currently has a range of
project or development activities against which it has a reasonable
expectation of being able to raise further funds for both project
expenditure and corporate expenses. Such activities would be
supplementary to the forecast activities included in the current
working capital forecast.
Based on this assessment, the Directors have a reasonable
expectation that the Group has adequate resources to continue as a
viable entity for the foreseeable future and the Directors
therefore continue to adopt the going concern basis of accounting
in preparing the annual financial statements.
3. Dividends
The directors do not recommend the payment of a dividend (2011:
nil)
Annual Report
The Annual Report will be posted to all shareholders by 27
November 2012 and will be available on the Company's website at
www.mirplc.com . Additional copies will be made available to the
public, free of charge, from the Company's registered office at
Bridge House, London Bridge, London, SE1 9QR.
Annual General Meeting
The Company's Annual General Meeting will be held on Friday 21
December 2012 at 10.30 a.m. at the offices of Kerman & Co. LLP,
200 Strand, London WC2R 1DJ. The Notice of the AGM is included in
the Company's annual report and the associated explanatory notes
relating to the proposed resolutions at that meeting.
Disclaimers and forward looking statements
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This news release contains forward looking statements or
future-oriented financial information, being statements and
information which are not based on historical facts, including,
without limitation, statements regarding future plans and
objectives. Such forward looking statements or future-oriented
financial information reflect management's current beliefs and
assumptions. Although the Company believes that the expectations
reflected by such statements and information are reasonable, these
statements and information are based on assumptions and factors
concerning future events that may prove to be inaccurate. Such
statements are necessarily based upon a number of estimates and
assumptions based on information currently available to the
management about the Company and the business in which it operates.
Information used in developing forward-looking information has been
acquired from various sources and is subject to numerous risks and
uncertainties that could cause actual results and future events to
differ materially from those anticipated or projected. Important
factors that could cause actual results to differ materially from
the Company's expectations include the continuing availability of
capital resources to fund the Company's operations, risks
associated with vulnerability to general economic and business
conditions, actions by governmental authorities and other factors,
many of which are beyond the control of the Company. Management
uses forward-looking statements because it believes they provide
useful information to the shareholders with respect to proposed
transactions involving Mining Investments Resources plc, and
cautions readers that the information may not be appropriate for
other purposes and should not be read as guarantees or assurances
of future performance or results. The Company disclaims any
intention or obligation to revise or update such statements unless
required by law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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