RNS Number:9410I
Mincorp Plc
30 November 2007
MINCORP PLC
MINCORP PLC ANNOUNCES YEAR END RESULTS
Mincorp plc (the "Company") (AIM: MOP), an independent mining company with
assets in the Philippines and Australia, announces its results for the year
ended 31st May 2007.
CHAIRMAN'S STATEMENT
Dear Shareholders,
Board Changes
The company's board underwent significant changes throughout the year with the
resignation of Reginald Hare as executive chairman and chief executive officer.
Michael Coleman was appointed and subsequently resigned as non executive
director.
Matthew Steptoe was appointed to the board as chief executive officer, Mohd.
Noordin bin Abdullah as Chairman while Jaafar Bin Ahmad, and Thanggaya Munusamy
were appointed as non executive directors.
These changes bring a broad range of experience and skills to the board which
will facilitate a more acquisitive strategy to grow the company's asset base and
shareholder value. The board is well positioned to become far more active within
the greater Asian region where China's economic growth is driving an
unprecedented level of demand for energy and metals.
Investments - ATPK Resources Tbk.
The company has invested #1,046,171 to purchase 5.5% of ATPK Resources
(hereafter ATPK) as a strategic investment due to the fact that ATPK is trading
at a significant discount to its Net Asset Value and consequently represents an
exciting opportunity for the company.
This initial tranche should be seen as a strategic investment rather than one of
a speculatory nature and it is not the company's intention to trade actively in
this security in an attempt to make any short term gains. Moreover the company
plans to pursue the course of continued accumulation in ATPK until such a point
where the considerable asset base and future earnings of ATPK can be represented
within the company's own balance sheet.
Furthermore the company is of the opinion that a regulatory arbitrage
opportunity exists since Asian coal assets are currently trading at far steeper
discounts than their non Asian peers. The company recognises the enormous value
in its AIM quotation and the unprecedented access to capital that can be offered
to non listed or under valued assets or companies, such as ATPK.
Exploration Projects
The company is confident of a positive ruling on the Mt Cadig case at the
Supreme Court and thereafter looks forward to completing the shallow pit program
in order to determine both the quantity and grade of mineralization. Once
completed the company will make a decision on how best to exploit this asset and
is considering alternatives such as off-take agreements or a joint venture with
a suitable partner. The board will give all viable options due consideration in
its efforts to maximize shareholder value.
The board considers the completion of the drilling program at New Waverly as the
highest priority given the bullish outlook on gold prices and is currently
considering strategies to circumvent the problems the company is facing in
securing the suitably qualified persons and equipment required to complete the
drilling.
Future Funding
The company plans to complete a rights issue in the first quarter of 2008
raising approximately #915,000 predominantly for the discretionary (exploration)
expenditure required at New Waverly and in anticipation of a favourable ruling
on Mt Cadig which would allow us to complete the shallow pitting program and
assess the available options with this asset.
The lack of progress at Mt Cadig has been a major disappointment, and while any
strategy with this asset is contingent upon the outcome of the Supreme Court
appeal the board remains confident that this asset will be a significant
contributor to shareholder value.
Conclusion
The company recognizes the enormous opportunities currently emerging in
international commodities markets and is positioning itself to drive shareholder
value forward primarily by the exploitation of New Waverly and by seeking
undervalued acquisition targets in emerging markets.
The company is aiming to capitalize on a trend that is currently emerging
throughout international capital markets whereby resource assets in emerging
(particularly Asian) markets are trading at steep discounts to their US and
Australian peers, and as such are proving to be attractive acquisition targets.
The company is seeking to make strategic acquisitions within markets that are
more likely to tighten over the longer term. Moreover, particular attention is
being given to the commodities required by the rapid industrialization of China.
Once such a target has been isolated the board believes that significant value
will be added to the company through exploiting the regulatory arbitrage that is
currently valuing resource assets of similar qualities but on different
exchanges at substantially different earnings multiples.
As a final note, I would like to take this opportunity to thank Mr. Reginald
Hare for his service to the company and we wish him well in his future
endeavours.
On behalf of the board I would like to thank our shareholders for their
continued support.
Mohd. Noordin bin Abdullah
Chairman
28 November 2007
CHIEF EXECUTIVE OFFICER'S REPORT
for the year ended 31st May, 2007
I am pleased to present to shareholders a summary of the activities of Mincorp
Plc and associated and subsidiary companies for the financial year ended 31st
May 2007. This report also covers activities of the company subsequent to the
end of the financial year and up to 28 November 2007.
Mt Cadig Nickel Deposit, Philippines.
The Mt Cadig nickel deposit covers approximately 9,400 hectares and is located
250 km east of Manila on the Philippine island of Luzon and was first tested in
1970 by way of a shallow pitting program consisting of 103 shallow test pits
covering approximately 65% of the total concession. Conclusions subsequently
drawn from this exploration inferred reserves in the vicinity of 120 million
tons.
The current Exploration Permit Application has been made by Bonaventure Mining
Corporation (BMC), a wholly owned subsidiary of Mincorp Asia. However, title to
Mt Cadig is subject to an ongoing dispute with another Philippine corporation.
We remain confident of a favourable judgment on Mt Cadig and look forward to
making material progress with this asset in the coming year.
New Waverly Gold Mine, Western Australia
The New Waverly mine is within close proximity of Norseman which is
approximately 200 kilometres south of Kalgoorlie in Western Australia's
goldfields. Mincorp controls New Waverly through its wholly owned subsidiary,
Procnima Exploration Pty Ltd.
New Waverly is located on a similar structure to that which has produced over
1,800,000 ounces of gold. However, the under-wall of the structure, which is in
a similar location to other proven quartz reefs, is yet to be tested.
Procnima is currently in the process of completing the drilling program at New
Waverly however the work completed to date offers inconclusive results and as
such does not form part of this report. Mincorp PLC is currently assessing a
range of options to exploit New Waverly as soon as possible which may involve
selling a partial share of the same to a suitable partner with appropriate
experience and a complimentary skill set.
ATPK Resources TBK
The company made a strategic acquisition (5.5%) of ATPK Resources TBK (hereafter
ATPK) since it holds the view that ATPK is an undervalued company with
approximately 78 million tons of coal reserves in Indonesia. Market observers
are noticing a tightening of energy markets within the greater Asian region due
largely to the unprecedented level of demand from China.
As such many regional utilities are looking to secure supplies of the fuel to
protect their energy earnings which in many cases are entirely reliant on coal.
The company sees the attraction to ATPK as twofold, firstly from the earnings of
its five (5) coal mining subsidiaries, and secondly that a listed asset of this
size is a particularly attractive acquisition target for either a larger coal
producer or a coal reliant utility.
Project Development
While the company continues to review potential projects on an ad hoc basis, we
are actively seeking undervalued assets within Asia and our preference is that
our acquisition target be held by a listed company within the relevant
jurisdiction.
We see Asian resource assets trading at significant discounts to their non Asian
counterparts even after considering a discount for political risk. The company
is confident that such a target can be isolated in the near future and that this
strategy will deliver a positive result for shareholders.
Matthew Steptoe
Chief Executive Officer
28 November 2007
DIRECTORS' REPORT
The Directors present their annual report on the affairs of the Company and
Group, together with the financial statements for the year ended 31 May 2007.
Principal activities and business review
The developments during the year are given in the Chairman's statement and Chief
Executive Officer's report.
Results and dividends
The Group's results are described in the profit and loss account. The audited
accounts for the year ended 31 May 2007 are set out below.
The Directors do not recommend the payment of a dividend.
Directors and their interests
The Directors who served during the year, together with all their beneficial
interests in the shares of the Company at 31 May 2007 are as follows:
31 May 2007 31 May 2006
Ordinary % Share Ordinary % Share
shares of options shares of options
#0.001 each #0.001 each
(Note 1) (Note 1)
Reginald Hare 10,000,000 2.73 15,000,000 10,000,000 7.70 15,000,000
(resigned 30 October
2007)
Jocelyn Arreza - - - - - -
Mohd. Noordin bin - - - - - -
Abdullah (appointed 31
January 2007)
Jaafar Bin Ahmad - - - - - -
(appointed 31 January
2007)
Thanggaya Munusamy - - - - - -
(appointed 27 June
2007)
Michael Coleman - - - - - -
(appointed 31 January
2007 and resigned 27
June 2007)
Matthew Steptoe - - - - - -
(appointed 30 October
2007)
Note 1: The options over Ordinary shares may be exercised at any time to 13
December 2009 at a price of #0.01 per share.
Apart from the interests disclosed above, no director held any other interest in
the share capital of the Company during the year. No changes in the interests
disclosed above have taken place since the year end.
Substantial shareholdings
On 10 October 2007 the following were registered as being interested in 3% or
more of the Company's ordinary share capital:
10 October 2007
Ordinary Percentage
shares of of issued
#0.001 each share
capital
HSBC Global Custody Nominee (UK) Ltd 153,800,000 42.02
R. Bruce Rowan 50,000,000 13.66
HSBC Client Holdings Nominee (UK) Ltd 37,400,000 10.22
Pershing Keen Nominees Ltd 19,300,000 5.27
HSBC Global Custody Nominee (UK) Limited (as nominee for Spread 14,451,000 3.95
Trustee Company Limited)
HSBC Global Custody Nominee (UK) Limited 12,000,000 3.28
Mr NG Tiow Swee 11,470,000 3.13
Share capital
Information relating to shares issued during the year is given in Note 14 to the
accounts.
Charitable and political donations
During the year there were no charitable or political contributions.
Payment of suppliers
The Company's policy is to settle terms of payment with suppliers when agreeing
terms of business, to ensure that suppliers are aware of the terms of payment
and to abide by them. It is usual for suppliers to be paid within 14 days of
receipt of invoice. At 31 May 2007, the Group had no trade creditors.
Post balance sheet events
The post balance sheet events are set out in Note 22 to the accounts.
Transition to International Financial Reporting Standards (IFRS)
The directors are currently considering the project for publishing first
accounts under IFRS. The transition to IFRS will be commencing for the year to
31 May 2008.
The directors have identified the main areas of the financial statements that
will be affected by the transition and steps are being taken to ensure all IFRS
information is captured in our financial reporting systems.
Auditors
The Directors will place a resolution before the annual general meeting to
reappoint Chapman Davis LLP as auditors for the coming year.
Directors' remuneration
The remuneration of the Directors has been fixed by the Board as a whole. This
has been achieved acknowledging the need to maximise the effectiveness of the
Company's limited resources during the year.
Details of directors' fees and of payments made for professional services
rendered are set out in Note 5 to the accounts, directors' emoluments.
Management incentives
Other than 5,000,000 of the share options previously issued to Reginald Hare
noted above, the Group has no bonus, share purchase, share option or other
management incentive scheme.
Corporate governance
It is the opinion of the Board that compliance with the recommendations of the
Combined Code on corporate governance at this stage in its development would be
unduly onerous bearing in mind the size of the business and limited cash
resources. However, the Board has established such procedures as are
appropriate for the size of the business and will keep the matter under review.
Control procedures
The Board has approved financial budgets and cash forecasts; in addition, it has
implemented procedures to ensure compliance with accounting standards and
effective reporting.
By order of the Board
Jocelyn Arreza
Company secretary
28 November 2007
STATEMENT OF DIRECTORS' RESPONSIBILITIES
Directors' responsibilities for the financial statements
Company law in the United Kingdom requires the directors to prepare financial
statements for each financial year which give a true and fair view of the state
of affairs of the company and the group and of the profit or loss of the group
for that period. In preparing those financial statements, the directors are
required to:
* select suitable accounting policies and then apply them consistently;
* make judgements and estimates that are reasonable and prudent;
* state whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements;
* prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the group will continue in business;
* so far as each director is aware, there is no relevant audit information of
which the Company's auditors are unaware, and the directors have taken all
the steps that they ought to have taken as directors' in order to make
themselves aware of any relevant audit information and to establish that
the Company's auditor are aware of that information.
The directors are responsible for keeping proper accounting records, for
safeguarding the assets of the group and for taking reasonable steps for the
prevention and detection of fraud and other irregularities. They are also
responsible for ensuring that the annual report includes information required by
the Alternative Investment Market.
The maintenance and integrity of the Company's website is the responsibility of
the directors: the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of
the financial statements may differ from legislation in other jurisdictions.
INDEPENDENT AUDITORS TO THE SHAREHOLDERS OF MINCORP PLC
We have audited the group and parent company financial statements of Mincorp plc
for the year ended 31 May 2007, which comprise the Group Profit and Loss
account, the Group statement of Recognised Gains and Losses, the Group and
Parent Balance Sheets, Group Cash Flow Statement and the related notes. These
financial statements have been prepared under the accounting policies set out
therein.
Respective Responsibilities of Directors and Auditors
The Directors' responsibilities for preparing the Annual Report and the
financial statements in accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are
set out in the Statement of Directors' Responsibilities.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true
and fair view and whether the financial statements have been properly prepared
in accordance with the Companies Act 1985. We also report to you whether in our
opinion the information given in the Directors' Report is consistent with the
financial statements.
In addition we report to you if, in our opinion, the Company has not kept proper
accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding
Directors' remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it
is consistent with the audited financial statements. The other information
comprises only the Directors' Report, Chairman's Statement and the Chief
Executive Officer's Report. We consider the implications for our report if we
become aware of any apparent misstatements or material inconsistencies with the
financial statements. Our responsibilities do not extend to any other
information.
Basis of Audit Opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgements made by the Directors in the preparation of
the financial statements, and of whether the accounting policies are appropriate
to the group's and company's circumstances, consistently applied and adequately
disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements and the
part of the directors' remuneration report to be audited.
Opinion
In our opinion:
* the group financial statements give a true and fair view, in accordance
with United Kingdom Generally Accepted Accounting Practice, of the state of
the group's affairs as at 31 May 2007 and of its loss for the year then
ended;
* the parent company's financial statements give a true and fair view, in
accordance with United Kingdom Generally Accepted Accounting Practice as
applied in accordance with the provisions of the Companies Act 1985, of the
state of the parent company's affairs as at 31 May 2007;
* the financial statements have been properly prepared in accordance with the
Companies Act 1985; and
* the information given in the Directors' Report is consistent with the
financial statements.
Chapman Davis LLP
Registered Auditors
London
28 November 2007
Group profit and loss account
for the year ended 31 May 2007
Notes Year ended Year ended
31 May 2007 31 May 2006
# #
Turnover 1 - -
Cost of sales - -
Gross profit - -
Exploration costs (46,397) -
Administrative expenses (164,722) (95,860)
Operating loss 2 (211,119) (95,860)
Interest receivable 370 14,735
Share of associate's loss (37,430) (10,000)
Loss on ordinary activities before taxation (248,179) (91,125)
Taxation 3 - -
Retained loss for the period attributable to (248,179) (91,125)
Shareholders of the Company
Loss per share - basic 7 (0.15) pence (0.08) pence
All the operations are considered to be continuing.
The accompanying accounting policies and notes form an integral part of these
financial statements.
Group Statement of Recognised Gains and Losses
for the year ended 31 May 2007
Year ended 31st Year ended
May 2007 31st May 2006
# #
Loss for the year (248,179) (91,125)
Unrealised gain/(loss) on foreign exchange 2,027 (7,240)
Total recognised gains and losses related to the year (246,152) (98,365)
The accompanying accounting policies and notes form an integral part of these
financial statements.
Group balance sheet
As at 31 May 2007
31 May 2007 31 May 2006
Note # #
Fixed assets
Intangible assets 8 127,234 163,117
Tangible assets 9 1,947 -
Investments 11 1,046,171 -
1,175,352 163,117
Current assets
Debtors 12 432,138 255,453
Cash at bank 552,337 133,428
984,475 388,881
Creditors - amounts due within 13 (107,571) (92,975)
one year
Net current assets 876,904 295,906
Total assets less current 2,052,256 459,023
liabilities
Share capital and reserves
Called-up share capital 14 366,001 120,001
Share premium account 15 2,063,664 470,279
Profit and loss account 15 (372,196) (124,017)
Other reserves 15 (5,213) (7,240)
Equity shareholders' funds 16 2,052,256 459,023
These financial statements were approved by the Board of Directors on 28
November 2007 and signed on its behalf by:
Mohd. Noordin bin Abdullah Jocelyn Arreza
Chairman Director
The accompanying accounting policies and notes form an integral part of these
financial statements.
Company balance sheet
As at 31 May 2007
31 May 2007 31 May 2006
Note # #
Fixed assets
Intangible fixed assets 8 46,397 46,397
Tangible fixed assets 9 1,947 -
Investments in group companies 10 1 1
Investments 11 1,046,171 -
1,048,119 46,398
Current assets
Debtors 12 588,915 385,199
Cash at bank 530,327 128,131
1,119,242 513,330
Creditors - amounts due within one 13 (106,432) (92,365)
year
Net current assets 1,012,810 420,965
Total assets less current liabilities 2,060,929 467,363
Share capital and reserves
Called-up share capital 14 366,001 120,001
Share premium account 15 2,063,664 470,279
Profit and loss account 15 (368,736) (122,917)
Equity shareholders' funds 16 2,060,929 467,363
These financial statements were approved by the Board of Directors on 28
November 2007 and signed on its behalf by:
Mohd. Noordin bin Abdullah Jocelyn Arreza
Chairman Director
The accompanying accounting policies and notes form an integral part of these
financial statements.
Group cash flow statement
for the year ended 31 May 2007
Notes Year ended Year ended
31 May 2007 31 May 2006
# #
Net cash outflow from operating activities 17 (363,589) (229,038)
Returns on investment and servicing of finance 18 370 14,735
Capital expenditure and investment 18 (1,057,257) (116,721)
Cash outflow before financing (1,420,476) (331,024)
Financing 18 1,839,385 -
Increase/(decrease) in cash in the year 19 418,909 (331,024)
The accompanying notes and accounting policies form an integral part of these
financial statements.
Statement of accounting policies
for the year ended 31 May 2007
The principal accounting policies are summarised below. They have all been
applied consistently throughout the year and the previous year.
Basis of accounting
The accounts have been prepared under the historical cost convention and in
accordance with applicable United Kingdom accounting standards.
Basis of consolidation
The consolidated accounts combine the accounts of the Company and its sole
subsidiary, Procnima Exploration Pty Ltd, using the purchase method of
accounting. Associate companies are accounted for using the equity method of
accounting.
Basis of preparing financial statements
The accounts have been prepared on the going concern basis. The appropriateness
of the going concern basis is dependent on the success of the directors' ongoing
investigation, evaluation and generation of revenue from mineral projects.
The company meets its day to day operating expenses from its existing liquid
resources in the absence of an ongoing income stream.
Intangible assets and goodwill
Intangible fixed assets are stated at cost less accumulated depreciation.
Depreciation of intangible fixed assets is provided where it is necessary to
reflect a reduction from book value to estimated residual value over the
estimated useful life of the asset to the Group. The carrying value of Fixed
Assets & Goodwill is considered to be Fair Value.
Negative goodwill arises when the consideration paid for exploration assets is
less than the fair value of those intangible assets; it is subject to an annual
impairment review.
Turnover
The Group had no turnover during the year.
Project development costs
Project development costs include expenditure on prospects at an exploratory
stage. These costs include the cost of acquisition, exploration, determination
of recoverable reserves, economic feasibility studies and all technical and
administrative overheads directly associated with those projects. These costs
are carried forward in the balance sheet as intangible fixed assets.
Recoupment of capitalised exploration and development costs is dependent upon
successful development and commercial exploitation of each area of interest and
are amortised over the expected commercial life of each area once production
commences.
The Company adopts the 'area of interest' method of accounting whereby all
exploration and development costs relating to an area of interest are
capitalised and carried forward until abandoned. In the event that an area of
interest is abandoned, or if the Directors consider the expenditure to be of no
value, accumulated exploration costs are written off in the financial year in
which the decision is made. All expenditure incurred prior to approval of an
application is expensed with the exception of refundable rent which is raised as
a debtor.
Investments
Fixed asset investments are stated at cost less any provision for impairment.
Trade investments are stated at the lower of cost or mid-market valuation;
profits and losses, including profits arising from warrants held are accounted
for as realised.
Tangible assets - Plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any
accumulated impairment losses.
Depreciation is provided on all tangible assets to write off the cost less
estimated residual value of each asset over its expected useful economic life on
a straight line basis at the following annual rates:
Computer equipment - 33%
All assets are subject to annual impairment reviews.
Taxation
Corporation tax payable is provided on taxable profits at the current rate.
Deferred tax
Deferred tax is provided on a full provision basis on all timing differences
which have arisen but not reversed at the balance sheet date.
Options
No charge to profit is made in respect of the options over the Company's shares
held by Directors and others.
Foreign currencies
Transactions in foreign currencies are recorded at the rate ruling at the date
of the transaction. Monetary assets and liabilities denominated in foreign
currencies are translated at the rate of exchange ruling at the balance sheet
date. All differences are taken to the income statement.
On consolidation of a foreign operation, assets and liabilities are translated
at the balance sheet rates, income and expenses are translated at rates ruling
at the transaction date. Exchange differences on consolidation are taken to the
foreign exchange reserve account.
Going concern
The financial statements have been prepared on a going concern basis.
Notes to financial statements
for the year ended 31 May 2007
1 Turnover and Segmental analysis
The group had no turnover during the year.
Loss before taxation 2007 2006
# #
By geographical area
UK 161,992 80,025
Australia 48,757 1,100
Philippines 37,430 10,000
2 Loss on ordinary activities before taxation 2007 2006
# #
Group Group
Loss on ordinary activities before taxation is stated after
charging:
973 -
Depreciation
10,000 10,000
Auditors' remuneration - audit
- -
Auditors' remuneration - non audit services
42,500 24,500
Directors' emoluments
3 Taxation
Current year taxation
UK corporation tax at 30% on results for the year - -
_______ _______
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation (248,179) (91,125)
_______ _______
Loss on ordinary activities at the UK standard rate of 30% (74,454) (27,338)
Effects of tax benefit of losses carried forward 74,454 27,338
_______ _______
Current period taxation - -
_______ _______
4 Staff costs
The Group had no employees during the year; the executive and non-executive directors
provide professional services as required on a part time basis.
Directors' emoluments: Group Group
5 31st May 2007 31st May
2006
# #
Executive Director Remuneration
Reginald Hare 20,000 20,000
Jocelyn Arreza 14,500 4,500
Mohd. Noordin bin Abdullah 3,000 -
Non-Executive Director Remuneration
Michael Coleman 1,000 -
Jaafar Bin Ahmed 4,000 -
_______ _______
No pension benefits are provided for any director.
Included in Jocelyn Arreza's remuneration for the year is
#2,500 in respect of company secretarial services.
Directors' share options
Aggregate emoluments disclosed above do not include any
amounts for the value of options to acquire ordinary shares
in the company granted to or held by the directors.
During the year no options were granted to Directors.
6 Profit attributable to parent undertaking
As permitted by section 230 of the Companies Act 1985, the profit and loss account of the
parent Company has not been separately presented in these accounts. The parent Company loss
for the year was #245,819 (2006: loss #90,025).
7 Loss per share - Group 2007 2006
# #
The basic loss per share is derived by dividing the loss for
the year attributable to ordinary shareholders by the
weighted average number of shares in issue.
Loss for the year (248,179) (91,125)
Weighted average number of Ordinary shares of #0.001 in 167,869,493 120,001,000
issue
Loss per share - basic (0.15) pence (0.08) pence
The 126,200,010 outstanding options are non-dilutive as the
exercise price of 1p per share is greater than the average
share price for the year.
8 Intangible fixed assets Project
development
Group expenditure
#
Cost
At 1 June 2006 163,117
Additions during the year 8,166
Written-off during the year (46,397)
Currency gain 2,348
At 31 May 2007 127,234
Impairment
At 31 May 2006 -
At 31 May 2007 -
Net book amount at 31 May 2007 127,234
Net book amount at 31 May 2006 163,117
Company
Cost
At 1 June 2006 46,397
Written-off during the year (46,397)
At 31 May 2007 -
Impairment
At 31 May 2006 -
At 31 May 2007 -
Net book amount at 31 May 2007 -
Net book amount at 31 May 2006 46,397
As at 31 May 2007, the Directors have carried out an impairment review and
confirmed that no further revaluation adjustments are required.
9 Tangible fixed assets Plant &
Equipment
#
Group and Company
Cost
At 1 June 2006 -
Additions during the year 2,920
At 31 May 2007 2,920
Depreciation
At 1 June 2006 -
Charge for the year 973
At 31 May 2007 973
Net book amount at 31 May 2007 1,947
Net book amount at 31 May 2006 -
10 Fixed asset investments - Company #
Cost
At 1 June 2006 10,001
Additions during the year -
_______
At 31 May 2007 10,001
_______
Amounts written off
At 1 June 2006 10,000
Provided for during the year -
_______
At 31 May 2007 10,000
_______
Net book value at 31st May 2007 #1
_______
Net book value at 31st May 2006 #1
_______
The Company holds 20% or more of the share capital of the following company:
Company Country of registration Shares held Class
or incorporation %
Procnima Exploration Pty Ltd Australia Ordinary 100
Mincorp Asia, Inc Philippines Ordinary 40
Notes
* The Company has the option to acquire the remaining 60% of Mincorp Asia,
Inc, exercisable at any time up to February 2010, at its original par value
(#15,000).
* The Company has provided against the investment in Mincorp Asia Inc, as a
result of Mincorp Asia Inc's loss for the year to 31 May 2007 of #93,580, of
which Mincorp Plc's share being #37,430.
11 Fixed asset investments Group Company
2007 2006 2007 2006
# # # #
Publicly traded investments 1,046,171 - 1,046,171 -
Total 1,046,171 - 1,046,171 -
The market value of publicly traded investments at 31 May 2007 based on the closing
mid-market price was #2,711,086 (2006: #Nil). The market value of the investments
based on the closing mid market price at 11 October 2007 was #1,446,842.
12 Debtors Group Company
2007 2006 2007 2006
# # # #
Prepayments 1,775 3,060 1,666 -
Other debtors 13,961 3,991 13,961 3,991
Amounts owed by subsidiary - - 156,886 132,807
Amounts owed by Associates 416,402 248,402 416,402 248,402
Total 432,138 255,453 588,915 385,199
13 Creditors Group Company
2007 2006 2007 2006
# # # #
Amounts falling due within one year:
Trade creditors - 610 - -
Accruals 28,542 50,766 27,403 50,766
Accrued share of associates losses 79,029 41,599 79,029 41,599
Total 107,571 92,975 106,432 92,365
14 Share capital - Company
The authorised share capital of the Company and the called up and fully paid amounts
were as follows:
Authorised
Number Nominal #
As at 31 May 2007 and at 31 May 2006, Ordinary shares of 1,000,000,000 1,000,000
#0.001 each
_______ _______
Called up, allotted, issued and fully paid
Number Nominal #
As at 1 June 2006 120,001,000 120,001
Issued 21 August 2006 at a price of 1p per share 10,000,000 10,000
Issued 31 March 2007 at a price of 0.74p per share 236,000,000 236,000
_______ _______
As at 31 May 2007 366,001,000 366,001
_______ _______
Share Options
The Company has established a share option scheme:
126,200,010 options have been granted to subscribe for ordinary shares, exercisable at any
time, as follows:
Date granted Number of Exercise price Expiry date
options
13/12/04 60,000,000 1p 13/12/09
28/1/05 66,200,010 1p 28/1/10
15 Reserves
The movements on reserves during the year were as follows:
Share premium Profit and Foreign
account loss account exchange
reserve
Group # # #
As at 31 May 2006 470,279 (124,017) (7,240)
Issue of shares 1,600,400 - -
Share issue expenses (7,015) - -
Loss for the year - (248,179) -
Foreign exchange reserves - - 2,027
As at 31 May 2007 2,063,664 (372,196) (5,213)
Company Share premium Profit and
account loss account
As at 31 May 2006 470,279 (122,917)
Issue of shares 1,600,400 -
Share issue expenses (7,015) -
Loss for the year - (245,819)
As at 31 May 2007 2,063,664 (368,736)
16 Movement on equity shareholders' funds 2007 2006
# #
Group
Loss for the year (248,179) (91,125)
Proceeds of share issues 1,846,400 -
Share issue expenses (7,015) -
Foreign exchange reserve 2,027 (7,240)
Movement during the year 1,593,233 (98,365)
Opening equity shareholders' funds 459,023 557,388
Closing equity shareholders' funds 2,052,256 459,023
Company
(Loss) for the year (245,819) (90,025)
Proceeds of share issues 1,846,400 -
Share issue expenses (7,015) -
Movement during the year 1,593,566 (90,025)
Opening equity shareholders' funds 467,363 557,388
Closing equity shareholders' funds 2,060,929 467,363
17 Reconciliation of operating loss to operating cash flows 2007 2006
# #
Operating loss (211,119) (95.860)
Depreciation 973 -
Exploration costs written-off 46,397 -
Currency (loss) (321) (7,240)
Increase in debtors (176,685) (179,804)
(Decrease)/increase in creditors (22,834) 53,866
Net cash outflow from operating activities (363,589) (229,038)
18 Analysis of cash flows 2007 2006
# #
Return on investment and servicing of finance
Interest received 370 14,735
Net cash inflow 370 14,735
Financing
Company: Issue of ordinary share capital for cash 1,846,400 -
Share issue expenses (7,015) -
Net cash inflow 1,839,385 -
Capital expenditure and investment
Acquisition of subsidiary - (1)
Purchase of tangible fixed assets (2,920) -
Purchase of intangible fixed assets (8,166) (116,720)
Purchase of current asset investment (1,046,171) -
Net cash outflow (1,057,257) (116,721)
19 Analysis and reconciliation of net funds 1 June 2006 Cash flow 31 May 2007
# # #
Cash in hand and at bank 133,428 418,909 552,337
20 Commitments
As at 31st May 2007, the Company had no material commitments.
21 Related party transactions
During the year the Company advanced #168,000 to its 40% owned associated undertaking,
Mincorp Asia, Inc. This advance is interest free and #416,402 remained outstanding at the
Balance Sheet date (2006: #248,402).
22 Post balance sheet events
The following material events occurred after the balance sheet date;
* On 27 June 2007, Michael Coleman resigned as a director of the company, and Mr
Thanggaya Munusamy was appointed as a director of the company.
* On 25 September 2007, the company entered into a Loan Facility for US$110,000 with
Rexy Finance Ltd. The company drew down on the facility in November 2007, and the terms
are such that the principal is repayable after 6 Months from date of drawdown. The loan
attracts interest of SIBOR + 2% per annum.
* On 30 October 2007, Reginald Hare resigned as a director of the company, and Matthew
Steptoe was appointed as a director of the company.
* On 9 November 2006, the company announced that Mincorp Asia Inc, and its subsidiary
Bonaventure Mining Corporation had entered into litigation relating to its Exploration
Permit covering the Mt. Cadig nickel deposit in the Philippines. The dispute relates to
the title to the area and action is still ongoing. The company is aiming to have this
issue resolved by the end of 2007.
23 Financial instruments - Group
The Group uses financial instruments comprising cash, liquid resources and debtors/creditors
that arise from its operations.
The Group's exposure to currency and liquidity risk is not considered significant. The
Group's cash balances are held in Pound Sterling and in Australian dollars, the latter being
the currency in which the significant operating expenses are incurred.
To date the Group has relied upon equity funding to finance operations. The Directors are
confident that adequate cash resources exist to finance operations to commercial
exploitation but controls over expenditure are carefully managed.
The net fair value of financial assets and liabilities approximates the carrying values
disclosed in the financial statements. The currency and interest rate profile of the
financial assets is as follows:
Cash and short term deposits
31 May 2007
#
Sterling 530,327
Australian dollars 22,010
At 31 May 2007 552,337
The financial assets comprise interest earning bank deposits.
24 Ultimate Controlling Party
There is considered to be no ultimate controlling party.
Annual General Meeting
The Company is pleased to announce that the next Annual General Meeting will be
held at 10am on Friday 21st December 2007, at the offices of Wedlake Bell, 52
Bedford Row, London, WC1R 4LR, UK. The AGM notice and proxy form has been
posted to shareholders.
Availability of Accounts
Copies of these accounts are being posted to shareholders today, and further
copies will be available at the Company's registered office, which is due to
change on 1st December 2007, and will be 1 Park Place, Canary Wharf, London, E14
4HJ, UK.
Enquiries:
Mincorp plc Matthew Steptoe +659 247 1999
(chief executiveofficer)
Nabarro Wells & Co. Limited Hugh Oram +44 207 710 7400
This information is provided by RNS
The company news service from the London Stock Exchange
END
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