RNS Number : 2406J
Mincorp Plc
28 November 2008
Mincorp Plc
MINCORP PLC ANNOUNCES YEAR END RESULTS
Mincorp plc (the "Company") (AIM: MOP), an independent mining company announces its results for the year ended 31st May 2008.
Chairman's Statement
Introduction
Mincorp is an independent mining company with a gold exploration licence in Australia and a strategic minority stake in a listed
Indonesian natural resources company, ATPK Resources Tbk.
Board Structure
The Company's Board ("Board") is presently chaired by me as the Non-Executive Chairman, whilst the administration and operational
management is undertaken by the Executive Director, Mr. M Thanggaya. Following the departures of Matthew Steptoe and Jocelyn Arezza earlier
this year, it is the Board's intention to appoint replacement directors. We have appointed a full-time geologist to assist the Board in its
operation.
New Waverly Gold Mine, Western Australia
The New Waverly mine is within located some 20km northeast of Norseman, which is itself 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.
During 2008, Mincorp appointed a team of independent specialist consultants to complete a co-ordinated review and analysis of the
drilling program in order to ascertain the commerciality of, and options for, the New Waverly project. The previous exploration work at New
Waverly had never been adequately assessed using modern computerized techniques, therefore it is considered that this review, and the
capture and compilation of data in digital form, will place the project on a solid platform from which to undertake future exploration. At
the current time the available tonnage looks to be limited, but the Board believe that additional drilling is required.
Presently, we are in preliminary discussions with third parties to explore the possibility of restarting the operation of the mine under
a joint venture, although this is subject to the Company raising further finance in due course.
ATPK Resources Tbk
The Company made a strategic acquisition (5.5%) of ATPK Resources Tbk ("ATPK"), and still holds the view that ATPK is an undervalued
company by reference to its coal resource. Many regional utilities are looking to secure supplies of coal to protect their energy earnings
which in many cases are entirely reliant on coal. The Company sees the attraction to ATPK as being twofold, firstly from the earnings of its
five 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.
Mt Cadig Nickel Deposit, Philippines.
On 23rd September 2008, Mincorp announced that the Supreme Court of the Philippines had decided against Bonaventure Mining Corporation,
a subsidiary of Mincorp Asia Inc. in which Mincorp holds a 40% interest, for the right to file a nickel mining application with the Mines
and Geoscience Bureau.
Conclusion
The Company recognizes the enormous opportunity in the mining industry. Mincorp continues to be interested in positioning itself
accordingly, and is principally focused on developing the New Waverly gold mine. The Company is also considering other resource-based
opportunities in various parts of the world.
On behalf of the Board, I would like to thank our shareholders for their continued support.
Mohd. Noordin bin Abdullah
Non - Executive Chairman
27 November 2008
Directors' Report
The Directors are pleased to present this year's annual report together with the consolidated financial statements for the year ended 31
May 2008.
Principal Activities
The principal activities of the Group are the identification, acquisition and evaluation of resource projects in Asia, Australia, Latin
America and Africa.
Business Review and future developments
A review of the current and future development of the Group's business is given in the attached Chairman's Statement.
Results and Dividends
Loss on ordinary activities of the Group after taxation amounted to �255,067. The Directors do not recommend payment of a dividend.
Key Performance Indicators
Given that the Group is at an exploration and development phase of operations, the Directors are of the opinion applying an analysis
using KPI's is not appropriate in order to obtain an understanding of the development, performance or position of our businesses at this
time.
Post Balance Sheet events
At the date these financial statements were approved, being 27 November 2008, the Directors were not aware of any significant post
balance sheet events other than those set out in the notes to the financial statements.
Substantial Shareholdings
As at 12 November 2008 the following had notified the Company of disclosable interests in 3% or more of the nominal value of the
Company's shares:
Shareholder Number of Shares % of Issued Capital
HSBC Global Custody Nominee (UK) Ltd 156,450,000 42.75
R. Bruce Rowan 50,000,000 13.66
HSBC Client Holdings Nominee (UK) Ltd 37,400,000 10.22
Pershing Keen Nominees Ltd 22,600,000 6.17
HSBC Global Custody Nominee (UK) Limited 14,451,000 3.95
(as nominee for Spread Trustee Company
Limited)
Mr NG Tiow Swee 11,470,000 3.13
Directors' Remuneration
The Company remunerates the Directors at a level commensurate with the size of the Company and the experience of its Directors. The
Remuneration Committee has reviewed the Directors' remuneration and believes it upholds the objectives of the Company with regard to this
issue. Details of the Director emoluments and payments made for professional services rendered are set out in Note 7 to the financial
statements.
Corporate Governance
A statement on Corporate Governance is set out below.
Directors
The Directors who served during the year, together with all their beneficial interests in the shares of the Company at 31 May 2008 are
as follows:
31 May 2008 31 May 2007
Ordinary shares of % Share options Ordinary shares of % Share options
�0.001 each (Note 1) �0.001 each (Note 1)
Reginald Hare (resigned 30 10,000,000 2.73 15,000,000 10,000,000 7.70 15,000,000
October 2007)
Jocelyn Arreza (resigned 16 - - - - - -
May 2008)
Mohd. Noordin bin Abdullah - - - - - -
Jaafar Bin Ahmad (resigned 10 - - - - - -
December 2007)
Thanggaya Munusamy (appointed - - - - - -
27 June 2007)
Michael Coleman(resigned 27 - - - - - -
June 2007)
Matthew Steptoe (appointed 30 - - - - - -
October 2007 and resigned 8
May 2008)
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.
Environmental Responsibility
The Company is aware of the potential impact that its subsidiary company may have on the environment. The Company ensures that it and
its subsidiary at a minimum comply with the local regulatory requirements and the revised Equator Principles with regard to the
environment.
Employment Policies
The Group will be committed to promoting policies which ensure that high calibre employees are attracted, retained and motivated, to
ensure the ongoing success for the business. Employees and those who seek to work within the Group are treated equally regardless of sex,
marital status, creed, colour, race or ethnic origin.
Health and Safety
The Group's aim will be to achieve and maintain a high standard of workplace safety. In order to achieve this objective the Group will
provide training and support to employees and set demanding standards for workplace safety.
Payment to Suppliers
The Group's policy is to agree terms and conditions with suppliers in advance; payment is then made in accordance with the agreement
provided the supplier has met the terms and conditions. There are no material trade payables as at 31 May 2008.
Political Contributions and Charitable Donations
During the period the Group did not make any political contributions or charitable donations.
Annual General Meeting ("AGM")
This report and financial statements will be presented to shareholders for their approval at the AGM. The Notice of the AGM will be
distributed to shareholders together with the Annual Report.
International Financial Reporting Standards
The Company's financial statements for the year ended 31 May 2008 are the first statements that comply with International Financial
Reporting Standards ("IFRS") as adopted by the European Union. The Company's financial statements prior to and including 31 May 2007 had
been prepared in accordance with Generally Accepted Accounting Principles in the United Kingdom (UK GAAP).
The transition to reporting under IFRS required the restatement of the Company's balance sheet at 31 May 2007. Reconciliations of the
restated balance sheet along with information relating to the reporting changes under IFRS are detailed in note 27 to the Financial
Statements.
Statement of disclosure of information to auditors
As at the date of this report the serving directors confirm that:
* so far as each Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
* they 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
Auditors
In accordance with section 384 of the Companies Act 1985, a resolution to reappoint Chapman Davis LLP and to authorise the Directors to
fix their remuneration will be proposed at the next Annual General Meeting.
Going Concern
Notwithstanding the loss incurred during the period under review, the Directors are of the opinion that ongoing evaluations of the
Company's interests indicate that preparation of the Group's accounts on a going concern basis is appropriate.
Statement of Directors' Responsibilities
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.
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 AIM.
Electronic communication
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.
The Company's website is maintained in accordance with AIM Rule 26.
Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in
other jurisdictions
By order of Board:
Mohd. Noordin bin Abdullah
Non - Executive Chairman
27 November 2008
Corporate Governance Statement
The Board is committed to maintaining high standards of corporate governance. The Listing Rules of the Financial Services Authority
incorporate the Combined Code, which sets out the principles of Good Governance, and the Code of Best Practice for listed companies. Whilst
the Company is not required to comply with the Combined Code, the Company's corporate governance procedures recognize the principles of good
governance.
Board of Directors
The Board of Directors currently comprises one Executive Director and one Non-Executive Director who is the Chairman. The Directors are
of the opinion that the Board requires two further directors to achieve a suitable balance and to comply with the recommendations of the
Combined Code to an appropriate level, taking into account size and the stage of development of the Company. The Board, through the Chairman
and the Executive Director in particular, maintains regular contact with its advisers and public relations consultants in order to ensure
that the Board develops an understanding of the views of major shareholders about the Company.
Board Meetings
The Board meets regularly throughout the year. For the year ended 31 May 2008 the Board met six times in relation to normal operational
matters. The Board is responsible for formulating, reviewing and approving the Company's strategy, financial activities and operating
performance. Day to day management is devolved to the Executive Directors who are charged with consulting the Board on all significant
financial and operational matters.
All Directors have access to the advice of the Company's solicitors and the Company Secretary necessary information is supplied to the
Directors on a timely basis to enable them to discharge their duties effectively, and all Directors have access to independent professional
advice, at the Company's expense, as and when required.
Board Committees
The Board has established the following committees, each which has its own terms of reference:
Audit Committee
The Audit Committee considers the Group's financial reporting (including accounting policies) and internal financial controls. The Audit
Committee currently comprises both Directors, and is responsible for ensuring that the financial performance of the Group is properly
monitored and reported on.
Remuneration Committee
The Remuneration Committee is responsible for making recommendations to the Board on Directors' and senior executives' remuneration. It
currently comprises both Directors. Non-Executive Directors' remuneration and conditions are considered and agreed by the Board. Financial
packages for Executive Directors are established by reference to those prevailing in the employment market for executives of equivalent
status both in terms of level of responsibility of the position and their achievement of recognized job qualifications and skills. The
Committee will also have regard to the terms which may be required to attract an equivalent experienced executive to join the Board from
another Company.
Internal controls
The Directors acknowledge their responsibility for the Group's systems of internal controls and for reviewing their effectiveness. These
internal controls are designed to safeguard the assets of the Company and to ensure the reliability of financial information for both
internal use and external publication. Whilst they are aware that no system can provide absolute assurance against material misstatement or
loss, in light of increased activity and further development of the Company, continuing reviews of internal controls will be undertaken to
ensure that they are adequate and effective.
Risk Management
The Board considers risk assessment to be important in achieving its strategic objectives. There is a process of evaluation of
performance targets through regular reviews by senior management to forecasts. Project milestones and timelines are regularly reviewed.
Risks and uncertainties
The principal risks facing the Company are set out below. Risk assessment and evaluation is an essential part of the Group's planning
and an important aspect of the Group's internal control system.
General and economic risks
* contractions in the world's major economies or increases in the rate of inflation resulting from international conditions;
* movements in the equity and share markets in the United Kingdom and throughout the world;
* weakness in global equity and share markets in particular, in the United Kingdom, and adverse changes in market sentiment towards the
resource industry;
* currency exchange rate fluctuations and, in particular, the relative prices of US Dollar, Australian Dollar, and the UK Pound;
* exposure to interest rate fluctuations; and
* adverse changes in factors affecting the success of exploration and development operations, such as increases in expenses, changes in
government policy and further regulation of the industry; unforeseen major failure, breakdowns or repairs required to key items of plant and
equipment resulting in significant delays, notwithstanding regular programmes of repair, maintenance and upkeep; variations in grades and
unforeseen adverse geological factors or prolonged weather conditions.
Funding risk
* The Group or the companies in which it has invested may not be able to raise, either by debt or further equity, sufficient funds to
enable completion of planned exploration, investment and/or development projects.
Commodity risk
* Commodities are subject to high levels of volatility in price and demand. The price of commodities depends on a wide range of factors,
most of which are outside the control of the Company. Mining, processing and transportation costs also depend on many factors, including
commodity prices, capital and operating costs in relation to any operational site.
Exploration and development risks
* Exploration and development activity is subject to numerous risks, including failure to achieve estimated mineral resource, recovery
and production rates and capital and operating costs.
* Success in identifying economically recoverable reserves can never be guaranteed. The Company also cannot guarantee that the companies
in which it has invested will be able to obtain the necessary permits and approvals required for development of their projects.
* Some of the countries in which the Company operates have native title laws which could affect exploration and development activities.
The companies in which the Company has an interest may be required to undertake clean-up programmes on any contamination from their
operations or to participate in site rehabilitation programmes which may vary from country to country. The Group's policy is to follow all
applicable laws and regulations and the Company is not currently aware of any material issues in this regard.
* Timely approval of mining permits and operating plans through the respective regulatory agencies cannot be guaranteed.
* Availability of skilled workers is an ongoing challenge.
* Geology is always a potential risk in mining activities.
Market risk
* The ability of the Group (and the companies it invests in) to secure sufficient and profitable sales contracts in the future to
support its operations could become a key business risk.
Treasury Policy
The Group finances its operations through equity and debt and holds its cash as a liquid resource to fund the obligations of the Group.
Decisions regarding the management of these assets are approved by the Board. Refer Note 22.
Securities Trading
The Board has adopted a Share Dealing Code that applies to Director, senior management and any employee who is in possession of 'inside
information'. All such persons are prohibited from trading in the Company's securities if they are in possession of 'inside information'.
Subject to this condition and trading prohibitions applying to certain periods, trading can occur provided the relevant individual has
received the appropriate prescribed clearance.
Relations with Shareholders
The Board is committed to providing effective communication with the shareholders of the Company. Significant developments are
disseminated through stock exchange announcements and regular updates of the Company website. The Board views the AGM as a forum for
communication between the Company and its shareholders and encourages their participation in its agenda.
Independent Auditors Report 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 2008, which comprise the
Group Income Statement, the Group Statement of Recognised Income and Expense, the Group and Company Balance Sheets, Group and Company Cash
Flow Statement, Group and Company Statement of Changes in Equity, and the related notes 1 to 27. These financial statements have been
prepared under the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance with section 235 of the Companies Act 1985. 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
The Directors' responsibilities for preparing the Annual Report, and the financial statements in accordance with applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union 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 Corporate Governance Statement. 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 judgments 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.
Opinion
In our opinion:
* the group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state
of the Group's affairs as at 31 May 2008 and of its loss for the year then ended;
* the parent company financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union 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 2008;
* the Group and parent 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.
Emphasis of matter - Going concern
In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the disclosures made
in note 1 to the financial statements concerning the Company's ability to continue as a going concern. The group incurred a net cash
decrease of �535,094 during the year ended 31 May 2008. These conditions, along with the other matters explained in note 1 to the financial
statements, indicate the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a
going concern. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going
concern.
Chapman Davis LLP
Registered Auditors
London, United Kingdom
27 November 2008
Group Income Statement
for the year ended 31 May 2008
Year ended 31 May Year ended 31 May
2008 2007
Notes � �
Turnover - -
Exploration costs - (46,397)
Administrative expenses (196,427) (164,722)
Group operating loss 3 (196,427) (211,119)
Investment revenue 9 17 370
Finance costs 10 (9,606) -
Share of associate's loss 13 (49,051) (37,430)
Loss before taxation 2 (255,067) (248,179)
Income tax expense 5 - -
Loss after taxation (255,067) (248,179)
Retained loss for the year (255,067) (248,179)
attributable to members of the
parent company
Loss per share (Pence)
Basic 8 (0.07) (0.15)
Diluted 8 (0.07) (0.15)
All of the operations are considered to be
continuing.
Group Statement of Recognised Income and Expense
for the year ended 31 May 2008
Year ended 31 May 2008 Year ended 31
May 2007
� �
Loss for the financial year (255,067) (248,179)
(Loss)/gain on revaluation of available (1,057,085) 1,664,915
for sale investments taken to equity
Tax on items taken directly to equity 319,152 (499,475)
Currency translation difference 31,846 2,027
Net (expense)/income recognised (706,087) 1,167,467
directly in equity
Total recognised income and (expense) (961,154) 919,288
for the year
Group Balance Sheet
as at 31 May 2008
31 May 2008 31 May 2007
Note � � � �
ASSETS
Non-current assets
Intangible assets 11 216,135 127,234
Tangible assets 12 - 1,947
Available for sale investment 14 2,208,013 2,711,086
Total non-current assets 2,424,148 2,840,267
Current assets
Cash and cash equivalents 17,243 552,337
Trade and other receivables 15 419,361 432,138
Total current assets 436,604 984,475
TOTAL ASSETS 2,860,752 3,824,742
LIABILITIES
Current liabilities
Trade and other payables 16 (78,408) (28,542)
Loans and borrowings 17 (217,399) -
Total current liabilities (295,807) (28,542)
NON-CURRENT LIABILTIES
Deferred tax liabilities 18 (180,323) (499,475)
Provisions 19 (128,080) (79,029)
Total non-current liabilities (308,403) (578,504)
TOTAL LIABILITIES (604,210) (607,046)
NET ASSETS 2,256,542 3,217,696
EQUITY
Called-up share capital 20 366,001 366,001
Share premium 2,063,664 2,063,664
Retained earnings (627,263) (372,196)
Available for sale investment 427,507 1,165,440
reserve
Foreign exchange reserve 26,633 (5,213)
TOTAL EQUITY 2,256,542 3,217,696
These financial statements were approved by the Board of Directors on 27 November 2008 and signed on its behalf by:
Mohd. Noordin bin Abdullah Thanggaya Munusamy
Director Director
Company Balance Sheet
as at 31 May 2008
31 May 2008 31 May 2007
Note � � � �
ASSETS
Non-current assets
Tangible assets 12 - 1,947
Investment in subsidiaries 13 1 1
Available for sale investment 14 2,208,013 2,711,086
Total non-current assets 2,208,014 2,713,034
Current assets
Cash and cash equivalents 6,553 530,327
Trade and other receivables 15 623,288 588,915
Total current assets 629,841 1,119,242
TOTAL ASSETS 2,837,855 3,832,276
LIABILITIES
Current liabilities
Trade and other payables 16 (77,078) (27,403)
Loans and borrowings 17 (217,399) -
Total current liabilities (294,477) (27,403)
NON-CURRENT LIABILTIES
Deferred tax liabilities 18 (180,323) (499,475)
Provisions 19 (128,080) (79,029)
Total non-current liabilities (308,403) (578,504)
TOTAL LIABILITIES (602,880) (605,907)
NET ASSETS 2,234,975 3,226,369
EQUITY
Called-up share capital 20 366,001 366,001
Share premium 2,063,664 2,063,664
Retained earnings (622,197) (368,736)
Available for sale investment 427,507 1,165,440
reserve
TOTAL EQUITY 2,234,975 3,226,369
These financial statements were approved by the Board of Directors on 27 November 2008 and signed on its behalf by:
Mohd. Noordin bin Abdullah Thanggaya Munusamy
Director Director
Group Cash Flow Statement
for the year ended 31 May 2008
For the year ended 31 May For the year ended
2008 31 May 2007
Notes � �
Cash flows from operating
activities
Operating Loss (196,427) (211,119)
Decrease/(increase) in trade 12,777 (176,685)
and other receivables
Increase/(decrease) in trade 49,866 (22,834)
and other payables
Exchange gain on non-operating - (321)
activities
Loss on disposal of tangible 1,947 -
assets
Exploration costs written-off - 46,397
Depreciation - 973
Net cash outflow from (131,837) (363,589)
operating activities
Cash flows from investing
activities
Interest Received 17 370
Payments to acquire intangible (88,901) (8,166)
assets
Payments to acquire tangible - (2,920)
assets
Purchase of available for sale (554,012) (1,046,171)
investment
Net cash outflow from in (642,896) (1,056,887)
investing activities
Cash flows from financing
activities
Proceeds from borrowings 207,793 -
Issue of ordinary share - 1,846,400
capital
Share issue costs - (7,015)
Net cash inflow from financing 207,793 1,839,385
activities
Net (decrease)/increase in (566,940) 418,909
cash and cash equivalents
Cash and cash equivalents at 552,337 133,428
beginning of period
Effect of foreign exchange 31,846 -
rate changes
Cash and cash equivalents at 21 17,243 552,337
end of period
Company Cash Flow Statement
for the year ended 31 May 2008
For the year ended 31 May For the year ended
2008 31 May 2007
Notes � �
Cash flows from operating
activities
Operating Loss (194,821) (208,760)
Decrease/(increase) in trade 15,627 (11,636)
and other receivables
Increase/(decrease) in trade 49,675 (23,363)
and other payables
Loss on disposal of tangible 1,947 -
assets
Exploration costs written-off - 46,397
Depreciation - 973
Net cash outflow from (127,572) (196,389)
operating activities
Cash flows from investing
activities
Interest Received 17 370
Loans to subsidiary & (50,000) (192,079)
associate
Payments to acquire tangible - (2,920)
assets
Purchase of available for sale (554,012) (1,046,171)
investment
Net cash outflow from in (603,995) (1,240,800)
investing activities
Cash flows from financing
activities
Proceeds from borrowings 207,793 -
Issue of ordinary share - 1,846,400
capital
Share issue costs - (7,015)
Net cash inflow from financing 207,793 1,839,385
activities
Net (decrease)/increase in (523,774) 402,196
cash and cash equivalents
Cash and cash equivalents at 530,327 128,131
beginning of year
Cash and cash equivalents at 6,553 530,327
end of year
Group Statement of Changes in Equity
For the year ended 31 May 2008
Called up share Share premium Available for sale Foreign currency Retained earnings
Total equity
capital reserve investment reserve translation reserve
GROUP � � � � �
�
As at 1 June 2006 120,001 470,279 - (7,240) (124,017)
459,023
Share capital issued 246,000 1,600,400 - - -
1,846,400
Cost of share issue - (7,015) - - -
(7,015)
Revaluation of available for - - 1,664,915 - -
1,664,915
sale investments
Deferred tax on available for - - (499,475) - -
(499,475)
sale movements
Loss for the year - - - - (248,179)
(248,179)
Currency translation - - - 2,027 -
2,027
differences
As at 31 May 2007 366,001 2,063,664 1,165,440 (5,213) (372,196)
3,217,696
Loss for the year - - - - (255,067)
(255,067)
Revaluation of available for - - (1,057,085) - -
(1,057,085)
sale investments
Deferred tax on available for - - 319,152 - -
319,152
sale movements
Currency translation - - - 31,846 -
31,846
differences
As at 31 May 2008 366,001 2,063,664 427,507 26,633 (627,263)
2,256,542
Company Statement of Changes in Equity
For the year ended 31 May 2008
Called up share Share premium Available for sale Retained earnings Total equity
capital reserve investment reserve
COMPANY � � � � �
As at 1 June 2006 120,001 470,279 - (122,917) 467,363
Share capital issued 246,000 1,600,400 - - 1,846,400
Cost of share issue - (7,015) - - (7,015)
Revaluation of available for - - 1,664,915 - 1,664,915
sale investments
Deferred tax on available for - - (499,475) - (499,475)
sale movements
Loss for the year - - - (245,819) (245,819)
As at 31 May 2007 366,001 2,063,664 1,165,440 (368,736) 3,226,369
Loss for the year - - - (253,461) (253,461)
Revaluation of available for - - (1,057,085) - (1,057,085)
sale investments
Deferred tax on available for - - 319,152 - 319,152
sale movements
As at 31 May 2008 366,001 2,063,664 427,507 (622,197) 2,234,975
Notes to the Financial Statements
for the year ended 31 May 2008
1 Summary of Significant Accounting Policies
(a) Authorisation of financial statements
The Group financial statements of Mincorp Plc for the year ended 31 May 2008 were authorised for issue by
the Board on 27 November 2008 and the balance sheets signed on the Board's behalf by Mr. Mohd. Noordin bin
Abdullah and Mr. Thanggaya Munusamy. The Company is a public limited Company incorporated in England & Wales
under the Companies Act 1985. The Company's ordinary shares are traded on the AIM Market operated by the
London Stock Exchange.
(b) Statement of compliance with IFRS
The Group's financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS). The Company's financial statements have been prepared in accordance with IFRS as adopted
by the European Union and as applied in accordance with the provisions of the Companies Act 1985. The
principal accounting policies adopted by the Group and Company are set out below.
Adoption of standards and interpretations
As at the date of authorisation of these financial statements, there were Standards and Interpretations that
were in issue but are not yet effective and have not been applied in these financial statements. The
Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no
material impact on the financial statements of the Group or Company, except for additional disclosures when
the relevant Standards come into effect.
(c) First - time adoption
The Company has adopted IFRS from 1 June 2006, being the date of the transition.
This is the first year in which the Company has prepared its financial statements under IFRS and the
comparatives have been restated from UK Generally Accepted Accounting Practice (GAAP) to comply with IFRS.
The details of exemptions and changes to accounting policies have been fully described in Note 27 to the
Financial Statements.
(d) Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis, except for the
measurement to fair value of assets and financial instruments as described in the accounting policies below,
and on a going concern basis.
The financial report is presented in Pounds Sterling and all values are rounded to the nearest pound (�)
unless otherwise stated.
(e) Basis of consolidation
The consolidated financial information incorporates the results of the Company and its subsidiary (the
"Group") using the purchase method. In the consolidated balance sheet, the acquiree's identifiable assets,
liabilities are initially recognised at their fair values at the acquisition date. The results of acquired
operations are included in the consolidated income statement from the date on which control is obtained.
Inter-company transactions and balances between Group companies are eliminated in full.
Minority interests represent the portion of profit or loss and net assets in subsidiaries that are not held
by the Group and are presented separately in the income statement and within equity in the consolidated
balance sheet.
(f) Going concern
The financial statements have been prepared on the going concern basis, with no adjustments in respect of
the following concerns of the Group's ability to continue to trade under that assumption.
The Group's cash flow forecast for the 12 months ending 30 November 2009, highlights the fact that Company
is expected to generate negative cash flow by that date. The Board of Directors, are evaluating all the
options available, including through the realization of the investment in the publicly traded shares of ATPK
Resources Tbk. as well as the injection of funds into the Group during the next 12 months, and are confident
that the necessary funds will be raised in order for the Group to remain cash positive for the whole period
and to continue its exploration activities.
(g) Revenue
The Group had no revenue during the year ended 31 May 2008.
(h) Foreign currencies
The Company's functional currency is Pounds Sterling (�). Each entity in the Group determines its own
functional currency and items included in the financial statements of each entity are measured using that
functional currency. As at the reporting date the assets and liabilities of its subsidiary are translated
into the presentation currency of Mincorp Plc at the rate of exchange ruling at the balance sheet date and
their income statements are translated at the average exchange rate for the year. The exchange differences
arising on the translation are taken directly to a separate component of equity.
All other differences are taken to the income statement with the exception of differences on foreign
currency borrowings, which, to the extent that they are used to finance or provide a hedge against foreign
equity investments, are taken directly to reserves to the extent of the exchange difference arising on the
net investment in these enterprises. Tax charges or credits that are directly and solely attributable to
such exchange differences are also taken to reserves.
(i) Goodwill and intangible assets
Intangible assets are recorded at cost less eventual amortisation and provision for impairment in value.
Goodwill on consolidation is capitalised and shown within fixed assets. Positive goodwill is subject to an
annual impairment review, and negative goodwill is immediately written-off to the income statement when it
arises.
(j) Exploration and development costs
Exploration and development costs are carried forward in respect of areas of interest where the consolidated entity's rights to
tenure are current and where these costs are expected to be recouped through successful development and exploration, or by sale.
Alternatively, these costs are carried forward while active and significant operations are continuing in relation to the areas of
interest and it is too early to make reasonable assessment of the existence or otherwise of economically recoverable reserves.
When the area of interest is abandoned, exploration and evaluation costs previously capitalised are written off to the Income
Statement.
In accordance with the full cost method, all costs associated with mining development and investment are capitalised on a
project-by-project basis pending determination of the feasibility of the project. Costs incurred include appropriate technical and
administrative expenses but not general overheads. If a mining development project is successful, the related expenditures will be
written-off over the estimated life of the commercial ore reserves on a unit of production basis. Impairment reviews will be
carried out regularly by the Directors of the Company. Where a project is abandoned, or is considered to be of no further
commercial value to the Company, the related costs will be written off.
The recoverability of deferred mining costs and mining interests is dependent upon the discovery of economically recoverable
reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable
production or proceeds from the disposition of recoverable reserves.
(k) Interests in associates
An associate is an entity over which the Group is in a position to exercise significant influence, but not
control or joint control, through participation in the financial and operating policy decisions of the
investee. Significant influence is the power to participate in the financial and operating policy decisions
of the investee but is not control or joint control over those policies.
The results and assets and liabilities of associates are incorporated in these financial statements using
the equity method of accounting except when classified as held for sale. Investments in associates are
carried in the balance sheet at cost as adjusted by post-acquisition changes in the Group's share of the net
assets of the associates, less any impairment in the value of individual investments. Losses of the
associates in excess of the Group's interest in those associates are not recognised unless the Group has an
obligation to fund such losses.
Where a Group Company transacts with an associate of the Group, profits and losses are eliminated to the
extent of the Group's interest in the relevant associate. Losses may provide evidence of an impairment of
the asset transferred in which case appropriate provision is made for impairment.
(l) Significant accounting judgments, estimates and assumptions
(i) Significant accounting estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The
key estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities
within the next
annual reporting period are:
(ii) Impairment of goodwill and intangibles with indefinite useful lives
The Group determines whether goodwill and intangibles with indefinite useful lives are impaired at least on an annual basis. This
requires an estimation
of the recoverable amount of the cash-generating units to which the goodwill and intangibles with indefinite useful lives are
allocated.
(iii) Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments
at the date at which they are granted. The fair value is determined using a Black-Scholes model.
(m) Finance costs/revenue
Borrowing costs are recognised as an expense when incurred.
Finance revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
(n) Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original
maturity of three months or less.
For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net
of outstanding bank overdrafts.
(o) Trade and other receivables
Trade receivables, which generally have 30 day terms, are recognised and carried at original invoice amount less an allowance for any
uncollectible
amounts.
An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad
debts are written off
when identified.
(p) Investments
Investments in subsidiary undertakings are stated at cost less any provision for impairment in value, prior to their elimination on
consolidation.
Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract where the
terms require delivery of the investment
within the timeframe established by the market concerned, and are initially measured at cost, including transaction costs.
Investments are classified as either held for trading or available for sale, and are measured at subsequent reporting dates at fair
value. Where securities are held for
trading, gains and losses arising from changes in fair value are included in the income statement for the period. For available for
sale investments, gains and losses arising
from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at
which time the cumulative gain or loss
previously recognised in equity is included in the income statement for the period. Impairment losses recognised in the income
statement for equity investments classified as
available for sale are not subsequently reversed through the income statement.
Impairment losses recognised in the income statement for debt instruments classified as available for sale are subsequently reversed
if an increase in the fair value of the
instrument can be objectively related to an event occurring after the recognition of the impairment loss.
(q) Financial instruments
The Group's financial instruments, other than its investments, comprise cash and items arising directly from its operation such as
trade debtors and trade creditors. The
Group has an overseas subsidiary in Australia whose expenses are denominated in Australian Dollars. Market price risk is inherent in
the Group's activities and is accepted as
such.
There is no material difference between the book value and fair value of the Group's cash.
(r) Deferred taxation
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in
the financial statements and the
corresponding tax bases used in the tax computations, and is accounted for using the balance sheet liability method. Deferred tax
liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available against which deductible
temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or
credited in the income statement, except when it relates to items charged or credited directly to equity, in which case it is also
dealt with in equity.
(s) Available for sale investment reserve
This reserve is used to record the post-tax fair value movements in available for sale investments.
(t) Foreign Currency Translation Reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial
statements of foreign subsidiaries.
(u) Property, 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:
Plant and Equipment - between 5% and 25%
All assets are subject to annual impairment reviews.
(v) Impairment of assets
The Group assesses at each reporting date whether there is an indication
that an asset may be impaired. If any such indication exists, or when
annual impairment testing for an asset is required, the Group makes an
estimate of the asset's recoverable amount. An asset's recoverable amount
is the higher of its fair value less costs to sell and its value in use
and is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other
assets or Groups of assets and the asset's value in use cannot be
estimated to be close to its fair value. In such cases the asset is tested
for impairment as part of the cash-generating unit to which it belongs.
When the carrying amount of an asset or cash-generating unit exceeds its
recoverable amount, the asset or cash-generating unit is considered
impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to
the asset. Impairment losses relating to continuing operations are
recognised in those expense categories consistent with the function of the
impaired asset unless the asset is carried at revalued amount (in which
case the impairment loss is treated as a revaluation decrease).
An assessment is also made at each reporting date as to whether there is
any indication that previously recognised impairment losses may no longer
exist or may have decreased. If such indication exists, the recoverable
amount is estimated. A previously recognised impairment loss is reversed
only if there has been a change in the estimates used to determine the
asset's recoverable amount since the last impairment loss was recognised.
If that is the case the carrying amount of the asset is increased to its
recoverable amount. That increased amount cannot exceed the carrying
amount that would have been determined, net of depreciation, had no
impairment loss been recognised for the asset in prior years. Such
reversal is recognised in the Income Statement unless the asset is carried
at revalued amount, in which case the reversal is treated as a revaluation
increase. After such a reversal the depreciation charge is adjusted in
future periods to allocate the asset's revised carrying amount, less any
residual value, on a systematic basis over its remaining useful life.
(w) Trade and other payables
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and
services provided to the Group prior to the end of the financial year that are unpaid and arise when the
Group becomes obliged to make future payments in respect of the purchase of these goods and services.
(x) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation and a reliable estimate can be made of the amount of the obligation.
When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract,
the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.
The expense relating to any provision is presented in the income statement net of any reimbursement.
(y) Earnings per share
Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to
exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the
weighted average number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:
* costs of servicing equity (other than dividends) and preference share dividends;
* the after tax effect of dividends and interest associated with dilutive potential ordinary shares that
have been recognised as expenses; and
* other non-discretionary changes in revenues or expenses during the period that would result from the
dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and
dilutive potential ordinary shares, adjusted for any bonus element.
2 Turnover and segmental analysis
The Group has not commenced production and therefore recorded no turnover.
The analysis of the operating loss before taxation and the net assets employed by geographical segment of operations is shown
below:
By geographical area
2008 UK Australia Philippines Total
� � � �
Result
Operating loss (194,821) (1,606) - (196,427)
Investment revenue 17 - - 17
Finance costs (9,606) - - (9,606)
Share of associates - - (49,051) (49,051)
loss
Loss before & after (255,067)
tax
Other information
Depreciation and 1,947 - - 1,947
impairment
Capital additions - 88,901 - 88,901
Assets
Segment assets 2,208,013 216,135 - 2,424,148
Financial assets 416,402 2,959 - 419,361
Cash 17,243
Consolidated total 2,860,752
assets
Liabilities
Segment liabilities (308,403) - - (308,403)
Financial (294,477) (1,330) - (295,807)
liabilities
Consolidated total (604,210)
liabilities
2007 UK
Australia Philippines Total
�
� � �
Result
Operating loss (162,362)
(48,757) - (211,119)
Investment revenue 370
- - 370
Share of associates -
- (37,430) (37,430)
loss
Loss before & after
(248,179)
tax
Other information
Depreciation and 973
46,397 - 47,370
impairment
Capital additions 2,920
8,166 - 11,086
Assets
Segment assets 2,713,033
127,234 - 2,840,267
Financial assets 432,029
109 - 432,138
Cash
552,337
Consolidated total
3,824,742
assets
Liabilities
Segment liabilities (578,504)
- - (578,504)
Financial (27,403)
(1,139) - (28,542)
liabilities
Consolidated total
(607,046)
liabilities
3 Operating loss
2008 2007
Operating loss is arrived at after charging:
� �
Auditors' remuneration - audit
13,710 11,958
Auditors' remuneration - non audit services (accounting advice)
11,600 6,200
Directors' emoluments - fees and salaries
55,755 42,500
Loss on disposal of tangible assets
1,947 -
Depreciation
- 973
Auditors remuneration for audit services above includes �1,210 (2007: �1,958) charges by Conway Guy & Associates Chartered Accountants
(Australia), relating to the audit of the subsidiary Company.
4 Employee information 2008 2007
Staff Costs comprised: � �
Wages and salaries - -
Number Number
Administration 1 -
5 Taxation 2008 2007
Analysis of charge � �
in period
Tax on ordinary - -
activities
No taxation has been
provided due to
losses in the year.
Factors affecting the tax charge for the
period
� �
Loss on ordinary (255,067) (248,179)
activities before
tax
Standard rate of 28/30% 30%
corporation tax in
the UK
� �
Loss on ordinary (75,670) (74,454)
activities
multiplied by the
standard rate of
corporation tax
Effects of:
Non deductible 14,552 11,229
expenses
Future tax benefit 61,118 63,225
not brought to
account
Current tax charge - -
for period
No deferred tax asset has been recognised because there is
insufficient evidence of the timing of suitable future profits
against which they can be recovered.
6 Dividends
No dividends were paid or proposed by the Directors. (2007: �nil)
7 Directors'
emoluments
2008 2007
� �
Directors' 55,755 42,500
remuneration
2008 Directors Fees Consultancy Fees Shares/ Total
Options
� � � �
Executive Directors
Reginald Hare (�) 3,667 - 3,667
Jocelyn Arreza (�) 11,000 - 11,000
Thanggaya Munusamy 2,000 - 2,000
Matthew Steptoe (�) 33,088 - 33,088
Non-Executive
Directors
Mohd. Noordin bin 3,000 - 3,000
Abdullah
Michael Coleman(�) - - -
Jaafar Bin Ahmad (�) 3,000 - 3,000
55,755 - 55,755
2007
Executive Directors
Reginald Hare 20,000 - - 20,000
Jocelyn Arreza 14,500 - - 14,500
Mohd. Noordin bin 3,000 - - 3,000
Abdullah (�)
Non-Executive
Directors
Michael Coleman (�) 1,000 - - 1,000
Jaafar Bin Ahmad (�) 4,000 - - 4,000
42,500 - - 42,500
(�): These Directors were not employed during the full financial
year.
No pension benefits are provided for any Director.
8 Loss per share
The Loss for the period attributed to shareholders is �255,067.
This is divided by the weighted average number of Ordinary shares outstanding calculated to be 366 million
(2007: 167.87 million) to give a basic loss per share of 0.07 pence (2007: 0.15 pence).
As inclusion of the potential Ordinary shares would result in a decrease in the loss per share they are
considered to be anti-dilutive, as such, a diluted earnings per share is not included.
9 Investment revenue 2008 2007
� �
Bank interest receivable 17 370
10 Finance costs 2008 2007
� �
Interest on bank loans 9,606 -
11 Intangible assets Deferred exploration
expenditure
Group �
Cost
At 1 June 2007 127,234
Additions 88,901
As at 31 May 2008 216,135
Impairment
At 1 June 2007 -
Impairment charge -
At 31 May 2008 -
Net book value
At 31 May 2008 216,135
At 31 May 2007 127,234
Impairment Review
At 31 May 2008, the Directors have carried out an impairment review and have confirmed that no impairment
adjustments are required.
12 Tangible assets
Group & Company
Property, plant & equipment Total
� �
Cost
As at 1June 2007 2,920 2,920
Disposals (2,920) (2,920)
As at 31 May 2008 - -
Depreciation and
Impairment
As at 1 June 2007 973 973
Depreciation (973) (973)
eliminated on
disposal
As at 31 May 2008 - -
Net Book Value
As at 31 May 2007 1,947 1,947
As at 31 May 2008 - -
Impairment Review
At 31 May 2008, the Directors have carried out an impairment review and no further charges are
necessary.
13 Investment in subsidiaries
Shares in Group undertakings �
Company
Cost
At 1 June 2007 1
Additions -
As at 31 May 2008 1
The parent company of the Group holds more than 20% of the share capital of the following companies:
Company Country of Registration Proportion held
Nature of business
Direct
Procnima Exploration Pty Ltd Australia 100% Exploration Company
Mincorp Asia Inc. Philippines 40% Exploration Company
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
2008 of �122,628, of which Mincorp Plc's share being �49,051.
14 Investments - Non-current assets 2008 2007
Available for sale investments � �
-
At 1 June 2,711,086 -
Acquired during the year 554,012 1,046,171
Movement in market value (1,057,085) 1,664,915
At 31 May 2,208,013 2,711,086
Available for sale investments comprise investments in listed securities, which are held by the Group as strategic investments. No
unlisted available for sale investments are held. The market value of the listed investments as at 11 November 2008 was �474,333.
15 Trade and other 2008 2007
receivables
Group Company Group Company
� � � �
Current trade and
other receivables
Loan due from - 216,886 - 156,886
subsidiary
Loan due from 416,402 416,402 416,402 416,402
associate
Other debtors - - 13,961 13,961
Prepayments 2,959 - 1,775 1,666
Total 419,361 623,288 432,138 588,915
The loans due from its subsidiary and associate are interest free and have no fixed repayment date.
16 Trade and other payables 2008 2007
Group Company Group Company
� � � �
Current trade and other payables:
Other creditors 41,978 41,978 - -
Accruals 36,430 35,100 28,542 27,403
78,408 77,078 28,542 27,403
17 Bank loans 2008 2007
Group & Company � �
Bank loans 217,399 -
The borrowings are
repayable as
follows;
On demand or within 217,399 -
one year
Analysis of US$ �
borrowings:
31 May 2008
Bank loans 217,399
The weighted average %
interest rates paid
were as follows:
Bank loans 5.79
At 31 May 2008, the Company had fully drawn down the facilities
of US$425,000 at floating interest rates. The loans attract
interest rate of SIBOR+2% per annum.
The bank loans are secured via a fixed and floating charge over
the Company's investment in shares in ATPK Resources Tbk.
18 Deferred Tax - 2008 2007
Non-current
liabilities
Group & Company � �
At 1 June 499,475 -
Tax on movement in (319,152) 499,475
market values of
Available for sale
investments
transferred to
equity
At 31 May 180,323 499,475
No deferred tax asset has been recognized in respect of the
group's unused tax losses and temporary differences due to the
unpredictability of future profits.
19 Provision - Accrued share of Associate's Losses 2008 2007
Group & Company � �
At 1 June 79,029 41,599
Share of associate's loss for the year 49,051 37,430
At 31 May 128,080 79,029
20 Share capital
Authorised �
1,000,000,000 Ordinary shares of 0.1p each 1,000,000
Called up, allotted, issued and fully paid Number of shares Nominal value
�000's
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 236,000,000 236,000
share
As at 31 May 2007 and as at 31 May 2008 366,001,000 366,001
During the year ended 31 May 2008, no shares were issued.
Total share options in issue
During the year, no options were issued.
As at 31 May 2008 the options in issue were:
Exercise Price Expiry Date Options in Issue Options in Issue
31 May 2008 31 May 2007
1p 13 December 2009 60,000,000 60,000,000
1p 28 January 2010 66,200,010 66,200,010
126,200,010 126,200,010
No options lapsed or were exercised or cancelled during the year.
21 Analysis of changes in net funds 2008 2007
GROUP � �
Balance at beginning of period 552,337 133,428
Change during the period (535,094) 418,909
Balance at the end of the period 17,243 552,337
22 Financial instruments
The Group uses financial instruments comprising cash, bank loans, liquid resources and debtors/creditors
that arise from its operations. The Group holds cash as a liquid resource to fund the obligations of the
Group. The Group's cash balances are held in Pounds Sterling, US Dollars, and Australian Dollars. The
Group's strategy for managing cash is to maximize interest income whilst ensuring its availability to match
the profile of the Group's expenditure. This is achieved by regular monitoring of interest rates and monthly
review of expenditure forecasts.
The Company has a policy of not hedging and therefore takes market rates in respect of foreign exchange
risk, however it does review its currency exposures on an ad hoc basis. Currency exposures relating to
monetary assets held by foreign operations are included within the foreign exchange reserve in the Group
Balance Sheet.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to
credit risk.
To date the Group has relied upon equity and debt funding to finance operations. The Directors are confident
that future cash resources will exist to finance operations to commercial exploitation and controls over
current and future expenditure are and will be carefully managed.
Cash flow interest rate risk
The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's cash
assets and the external loan facility.
The following tables detail the Group's remaining contractual maturity for its financial assets and
liabilities that are exposed to interest rate risk. The tables have been drawn up based on the undiscounted
cash flows of financial assets and liabilities based on the earliest date on which the Group can be required
to pay or have a right to receive. The table includes both interest and principal cash flows.
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, short term Within 1 Year
deposits & bank
loans
2008 2007
Floating rates � �
Pounds Sterling 3,369 530,327
Australian Dollars 10,689 22,010
US Dollars 3,185 -
Bank loan - US (217,399) -
Dollars
At 31 May 2008 (200,156) 552,337
The financial assets comprise cash balances in interest earning bank accounts at call. The cash deposit
financial assets currently earn interest at the rate set by the individual banking institution.
23 Commitments
As at 31 May 2008, the Company had entered into the following
material commitments:
Exploration commitments
Ongoing exploration expenditure is required to maintain title to
the Group's mineral exploration permits. No provision has been
made in the financial statements for these amounts as the
expenditure is expected to be fulfilled in the normal course of
the operations of the Group.
24 Related party transactions
Transactions between the Company and its subsidiary, which is a related party, have been eliminated on
consolidation and are not disclosed in this note. Transactions between other related parties are discussed
below.
During the year the Company advanced �Nil to its 40% owned associated undertaking, Mincorp Asia, Inc. (2007:
�168,000).
Remuneration of Key Management Personnel
The remuneration of the directors, and other key management personnel of the Group, is set out below in
aggregate for each of the categories specified in IAS24 Related party Disclosures.
2008 2007
� �
Short-term employee 55,755 42,500
benefits
Share-based payments - -
55,755 42,500
25 Post balance sheet
events
On 23 July 2008, the Company entered into an overdraft facility
with BPI Bank Limited, a company controlled by one of Mincorp's
directors, Mr. Noordin bin Abdullah. This is to provide a
working capital facility whilst the Company considers its
strategic options. Under the terms of the overdraft facility,
the Company can draw down up to �200,000, which attracts an
interest rate of 8.95%. Part of the Company's investment in
ATPK Resources Tbk, has been provided as security for this
arrangement.
On 23 September 2008, the Company announced that Bonaventure
Mining Corporation, a wholly owned subsidiary of Mincorp Asia
Inc, in which the Company holds a 40% holding, lost the case in
Supreme Court of Philippines for the right to file their
application for mining rights with the Mining and Geoscience
Bureau, in relation to the Mt Cadig nickel deposit.
26 Profit and loss
account of the
parent company
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 �253,461 (2007: loss �245,819).
27 Explanation of transition to IFRSs
For all periods up to and including the year ended 31 May 2007, the Company prepared its financial statements in accordance with UK
GAAP. These financial statements for the year ended 31 May 2008, are the first the Company has opted to prepare in accordance with IFRSs as
adopted by the European Union (EU).
Accordingly, the Company has prepared financial statements which comply with IFRSs applicable for all periods since 31 May 2006 and the
significant accounting policies meeting those requirements are described in note 1. In preparing these financial statements, the Company has
started from 1 June 2006, the Company's date of transition to IFRSs, and made those changes in accounting policies and other restatements
required by IFRS 1 for the first time adoption of IFRSs. This note explains the principal adjustments made by the Company in restating its
previously published UK GAAP financial statements for the year ended 31 May 2007.
Exemptions applied
IFRS 1 allows first time adopters certain exemptions from the general requirement to apply IFRSs as effective for May 2007 years there
ending retrospectively. The Group and Company have taken the following exemptions:
* IFRS 3 'Business Combinations' has not been applied to acquisitions of subsidiaries or interests in associates or joint ventures that
occurred before 1 June 2006.
* IFRS 2 'Share-Based Payment' has not been applied to any equity interests that were granted on or before 7 November 2002, nor has it
been applied to equity instruments granted after 7 November 2002 that vested before 1 June 2006.
27 Explanation of transition to IFRSs (continued)
Investments
Under UK GAAP the Group recognised investments at the lower of cost and net realisable value, with adjustments to reflect any impairment
arising from an investment held being stated at higher than recoverable amount. Such impairment charges were reflected in the income
statement. The Group applied the equity method to associate undertakings, and disclosed the market value of those investments held at each
period end.
Specifically, from this date, all investments held, and new investments acquired are classified into one of five categories which
determine the accounting treatment adopted for each type of investment.
The new standards have had limited impact on investments in consolidated interests in subsidiaries or equity accounted associates, other
than to conform the accounting policies of those entities to the Group's new accounting policies under IFRS.
Long-term equity holdings have been classified as Available for Sale. These investments are measured at fair value, with movements
recognised in equity to the extent that there is not an impairment.
At 1 June 2006, Mincorp's investments were classified under the requirements of the new standards, and where a fair value measurement
was required to be performed, this was generally carried out with reference to the quoted price of listed securities at the date of
transition. At 31 May 2007, equity increased by �1,664,915.
Deferred taxes
Under UK GAAP deferred tax was recognised in respect of timing differences, and a net deferred tax asset was assessed as recoverable
when it was more likely than not that suitable taxable profits against which carried forward tax losses applied or timing differences can be
deducted.
In accordance with the requirements of IAS 12 'Income Taxes' deferred tax arises from temporary differences between accounting carrying
values and tax bases of assets and liabilities. Deferred tax assets continue to be recognised when considered probable of recovery.
At 31 May 2007 there was a �499,475 decrease to equity as a result of the application of the new standard.
There have been no changes to the losses of the Group in the transition to IFRS.
Detailed reconciliations between UK GAAP and IFRS are shown below:
Reconciliation of equity at 31 Under UK GAAP Re-allocation of provision Under IFRS
May 2006
� � �
NON CURRENT ASSETS
Deferred Exploration 163,117 163,117
expenditure
Property, plant and equipment - -
Available for sale investments - -
TOTAL FIXED ASSETS 163,117 163,117
CURRENT ASSETS
Trade and other receivables 255,453 255,453
Cash at bank and in hand 133,428 133,428
TOTAL CURRENT ASSETS 388,881 388,881
TOTAL ASSETS 551,998 551,998
CURRENT LIABLILITES
Trade and other payables (92,975) 41,599 (51,376)
TOTAL CURRENT LIABLITIES (92,975) 41,599 (51,376)
NET CURRENT ASSETS 295,906 41,599 337,505
NON-CURRENT LIABILITIES
Deferred tax liabilities - -
Provisions - (41,599) (41,599)
- (41,599) (41,599)
TOTAL LIABILITIES (92,975) (92,975)
NET ASSETS 459,023 - 459,023
EQUITY
Called up share capital 120,001 120,001
Share premium 470,279 470,279
Available for sale investment - -
reserve
Foreign exchange reserve (7,240) (7,240)
Retained earnings (124,017) (124,017)
TOTAL EQUITY 459,023 - 459,023
Reconciliation of equity at 31 Under UK GAAP Provision & Fair Value adjustments Under IFRS
May 2007
� � �
NON CURRENT ASSETS
Deferred Exploration 127,234 127,234
expenditure
Property, plant and equipment 1,947 1,947
Available for sale investments 1,046,171 1,664,915 2,711,086
TOTAL FIXED ASSETS 1,175,352 1,664,915 2,840,267
CURRENT ASSETS
Trade and other receivables 432,138 432,138
Cash at bank and in hand 552,337 552,337
TOTAL CURRENT ASSETS 984,475 984,475
TOTAL ASSETS 2,159,827 1,664,915 3,824,742
CURRENT LIABLILITES
Trade and other payables (107,571) 79,029 (28,542)
TOTAL CURRENT LIABLITIES (107,571) 79,029 (28,542)
NET CURRENT ASSETS 876,904 79,029 955,933
NON-CURRENT LIABILITIES
Deferred tax liabilities - (499,475) (499,475)
Provisions - (79,029) (79,029)
- (578,504) (578,504)
TOTAL LIABILITIES (107,571) (499,475) (607,046)
NET ASSETS 2,052,256 1,165,440 3,217,696
EQUITY
Called up share capital 366,001 366,001
Share premium 2,063,664 2,063,664
Available for sale investment - 1,165,440 1,165,440
reserve
Foreign exchange reserve (5,213) (5,213)
Retained earnings (372,196) (372,196)
TOTAL EQUITY 2,052,256 1,165,440 3,217,696
Cashflow statment
As a result of the transition to IFRS, there were no material differences between the cashflow statement presented under IFRS and that
presented under UK GAAP.
Corporate Information
Registered number 05140143
Directors Thanggaya Munusamy
Mohd. Noordin bin Abdullah
Joint Company Secretaries Rajakumaran Rajadurai
Company Secretarial Services Limited
Registered Office 2nd Floor,
1 Westferry Circus
Canary Wharf
London, E14 4HD
Website: http://mincorpplc.investis.com
Auditors Chapman Davis LLP
2 Chapel Court
London SE1 1HH
United Kingdom
Nominated Advisor Nabarro Wells & Co Ltd
Old Change House
128 Queen Victoria Street
London, EC4V 4BJ
Broker Keith, Bayley, Rogers & Co. Ltd
Sophia House
76-80 City Road
London EC1Y 2EQ
Registrars Share Registrars Limited
Craven House
West Street, Farnham
Surrey GU9 7EN
United Kingdom
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, 2nd Floor, 1 Westferry Circus, Canary Wharf, London, E14 4HD. They will also be available on the Company's website.
Enquiries:
Mincorp plc Thanggaya Munusamy + 6012 212 4596
Nabarro Wells & Co. Limited Hugh Oram +44 (0) 207 634 4700
This information is provided by RNS
The company news service from the London Stock Exchange
END
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