TIDMMVA
AIM 30
Release June
2009
Minerva Resources Plc (AIM:MVA)
('Minerva Resources' or 'the Company')
Interim Results for the six months ended 31 March 2009
Highlights
* Loss for the six months ended 31 March 2009 was GBP376,453 (0.21p
per share) compared with a loss of GBP131,879 (0.10p per share) for
the same period in the previous year
Post Balance Sheet Events
* Loan Agreement entered with Dwyka Resources Limited to provide
the Company with an unsecured loan facility of GBP350,000 on the
5th May 2009
* Shareholder approval to allot unissued share capital to
capitalize any funds lent under the Loan Agreement granted on 17
June
* All share offer by Dwyka Resources Limited to acquire the entire
issued and to be issued share capital of the Company announced on
23 June 2009
For further information please contact:
Terry Ward
Minerva Resources plc
Tel: +44 (0) 20 73795012
E-mail: terry.ward@minervaresources.com
James Joyce
W. H. Ireland Limited
Tel: +44 (0) 20 72201666
E-mail: james.joyce@wh-ireland.co.uk
Nick Rome
Bishopsgate Communications Ltd
Tel: +44 (0) 20 75623350
E-mail: nick@bishopsgatecommunications.com
CHAIRMAN'S STATEMENT
The half year to 31st March 2009 was a difficult period for Minerva
Resources, although as you will all know, very recently and
positively, your Board has recommended acceptance of an offer from
Australian Stock Exchange and AIM listed Dwyka Resources Ltd
("Dwyka") to purchase all of the issued capital of your Company.
At the start of the half year period, in early October last year and
in line with the placement agreement concluded in the prior period,
Minerva Resources issued shares raising a gross GBP607,500 to enable it
to continue pursuing its operations at its principal Ethiopian
assets. At that time and in line with Ambrian Capital PLC's agreement
in the prior period to capitalise its outstanding loan to the
Company, amounting to GBP334,480, Minerva Resources issued 13,379,200
new ordinary shares at 2.5p per ordinary share.
At the end of 2008 and early in 2009, despite positive drilling in
Ethiopia, particularly at the Tulu Kapi and Guji gold prospects and
in line with other junior mining exploration companies, we found it
extremely difficult, in the prevailing global economic situation, to
attract the further funds to continue with our proposed work
programmes in Ethiopia through 2009.
Despite an expectation that we would be able to complete the sale of
our 100% owned subsidiary, Palladex Ltd (the Samoan holding company
for the Company's geotechnical services company in Kyrgyzstan) in the
near future, it was still envisaged that the Company would need to
raise further funds during the first quarter of 2009 to continue its
exploration and development activities.
After careful analysis and consideration, on 30 January 2009, the
Board announced that, because it was unable to raise additional funds
in order for it to continue operating as a going concern, the
Directors had resolved to enter into a Company Voluntary Arrangement
("CVA") to provide further time to seek those additional funds and/or
to explore alternative options. Consequently the Company also
requested a suspension of its shares from trading on AIM.
The Board and Management took immediate steps to conserve its
remaining cash and the sale of Palladex Ltd was also legally
completed in late January 2009 providing additional funds to enable
efforts to seek additional long term funding to continue.
On 5 May 2009, it was announced that the Company had entered into a
loan agreement with, at that time, an unnamed third party, to provide
it with an unsecured loan facility of GBP350,000 and that it had also
been resolved not to proceed further with a CVA.
Repayment of any monies drawn down under the Loan Facility could, at
the lender's option, be satisfied by conversion into new Minerva
Resources shares, conditional on shareholder approval.
Contemporaneously with the draw down of the first tranche of the loan
("Loan Facility"), the Company also entered into a non-legally
binding memorandum of understanding ("MOU") with Dwyka (the provider
of the Loan Facility), through which it agreed to provide a legally
binding exclusivity period to Dwyka to enable it to conduct due
diligence on your Company's assets with a view to determining whether
a transaction between the two Groups could be possible.
On 1 June 2009, Dwyka announced a possible offer to acquire the
entire issued share capital of your Company.
It was duly resolved, at a General Meeting of shareholders on 17 June
2009, to approve the allotment of unissued share capital and the
issue of new Minerva Resources Shares on a non-pre-emptive basis, to
facilitate the possible election, by Dwyka, to capitalise any funds
drawn down under the Loan Facility into new Minerva Resources shares.
On 23 June 2009, it was announced that agreement had been reached
between your Directors and the Dwyka Board on the terms of a
recommended all share offer ("Offer") to be made by Dwyka to acquire
the entire issued capital of your Company. The Offer is detailed in
separate documentation sent to each Minerva Resources shareholder and
has been made on the basis of 1 new Dwyka share for every 5 Minerva
Resources shares.
Given your directors are of the view that, in the current economic
climate, there is significant uncertainty as to whether your Company
would be able to continue as a going concern, the belief is that the
offer by Dwyka, which values each Minerva Resources share at 1.2
pence (based on a Closing Price per Dwyka Share of 5.88p on 22 June
2009) being a premium of 71.4 per cent to the Minerva Resources share
price on 29 January 2009 the day prior to the suspension of trading,
is a good outcome, the completion of which would benefit all
shareholders.
Andrew Daley
Chairman
30 June 2009
MINERVA RESOURCES PLC
Unaudited Consolidated income statement for
the six months ended 31 March 2009
Restated
Unaudited Unaudited Audited
Six Months Six Months Year ended
ended ended 30 September
31 March 31 March 2008
2009 2008
Note GBP GBP GBP
Revenue 14,373 26,379 96,220
Cost of sales (20,807) (17,767) (43,746)
Gross (loss) / profit (6,434) 8,612 52,474
Other income 17,243 16,581 -
Administrative expenses (389,107) (578,449) (1,224,857)
Loss from operations (378,298) (553,256) (1,172,383)
Financial expense (56) (19,827) (30,856)
Financial income 1,901 15,427 24,120
Loss before taxation (376,453) (557,656) (1,179,119)
Taxation 3 - - -
Loss for the period from (376,453) (557,656) (1,179,119)
continuing operations
Profit / (loss) for the
period from discontinued - 425,777 (71,894)
operations
Loss for the period (376,453) (131,879) (1,251,013)
Attributable to:
Equity holders of the (329,405) (114,094) (1,155,148)
parent
Minority interest (47,048) (17,785) (95,865)
Loss per Ordinary Share (GBP)
attributable to equity holders of
the parent:
Basic and diluted 4 (0.0021) (0.0010) (0.0103)
Continuing operations
Basic and diluted 4 (0.0021) (0.0048) (0.0097)
Discontinued operations
Basic and diluted 4 - 0.0038 (0.0006)
MINERVA RESOURCES PLC
Consolidated balance sheet
at 31 March 2009
Restated
Unaudited Unaudited Audited
Six Months Six Months Year ended
ended ended 30 September
31 March 31 March 2008
2009 2008
Note GBP GBP GBP
Assets:
Non-current assets
Intangible assets 3,851,811 3,710,202 3,611,082
Property, plant and 174,522 414,847 211,446
equipment
Total non-current assets 4,026,333 4,125,049 3,822,528
Current assets
Inventories 37,226 68,192 53,378
Trade and other receivables 115,563 271,883 808,715
Cash and cash equivalents 315,100 1,227,391 181,254
Non-current assets - - 1,016,485
classified as held for sale
Total current assets 467,889 1,567,466 2,059,832
Total assets 4,494,222 5,692,515 5,882,360
Liabilities:
Non-current liabilities
Borrowings - (5,732) -
Deferred tax liability - (12,522) -
Total non-current - (18,254) -
liabilities
Current liabilities
Trade payables (119,906) (248,330) (183,833)
Accruals and deferred (5,678) (68,345) (99,700)
income
Borrowings - (334,480) -
Liabilities directly
associated with non-current - - (735,972)
assets
classified as held for sale
Total current liabilities (125,584) (651,155) (1,019,505)
Total liabilities (125,584) (669,409) (1,019,505)
Total net assets 4,368,638 5,023,106 4,862,855
Equity attributable to
equity holders of the
parent company
Called up share capital 5 3,857,361 2,793,574 2,793,574
Share premium account 5 4,230,505 4,290,765 4,181,465
Shares to be issued - - 1,112,827
Merger reserve 949,713 949,713 949,713
Foreign currency (47,439) (38,249) 70,325
translation reserve
Retained losses (4,612,633) (3,020,630) (4,283,228)
Equity attributable to
equity holders of the 4,377,507 4,975,173 4,824,676
parent company
Minority interest (8,869) 47,933 38,179
Total equity 4,368,638 5,023,106 4,862,855
MINERVA RESOURCES PLC
Unaudited Consolidated cash flow statement
for the six months ended 31 March 2009
Restated
Unaudited Unaudited
Six Months Six Months Audited
ended ended Year ended
31 March 31 March 30 September
2009 2008 2008
GBP GBP GBP
Cash flows from operating
activities
Loss for the year (376,453) (131,879) (1,251,013)
Adjustments for:
Depreciation 80,770 50,994 117,952
Impairment loss on measurement to - - 476,101
fair value
Share based payments - 26,599 25,848
Profit on sale of assets - (1,156) -
Profit on sale of Palladex KR LLC - (586,329) (586,329)
Income tax (credit) / expense - - (14,180)
Provision against deferred
exploration expenditure in - - 47,133
Ethiopia
Finance income (1,901) (15,427) (24,120)
Finance expense 56 19,827 30,856
Exchange (gains)/loss (185,929) (5,726) (126,814)
Cash outflows from operating (483,457) (643,097) (1,304,566)
activities before changes in
working capital and provisions
Decrease / (increase) in inventory 16,152 (20,774) (5,960)
Decrease in trade and other 85,652 104,482 175,150
receivables
(Decrease) / increase in trade and (157,949) 39,859 9,088
other payables
Cash outflows from operating (539,602) (519,530) (1,126,288)
activities
Income taxes paid - - -
Net cash flows from operating (539,602) (519,530) (1,126,288)
activities
Investing activities
Finance income 1,901 15,427 24,120
Proceeds from disposal of tangible - 1,156 4,585
assets
Purchase of property, plant and (43,846) (141,079) (91,404)
equipment
Sale of Palladex KR LLC - 998,813 998,813
Sale of Palladex Limited 348,678 - -
Cash held in disposal group - - (89,652)
Payments for intangible assets (240,729) (481,792) (869,961)
Cash flows from investing 66,004 392,525 (23,499)
activities
Financing activities
Interest expense (56) (19,827) (30,856)
Issue of ordinary share capital 607,500 - -
(gross of issue costs)
Cash flows from financing 607,444 (19,827) (30,856)
activities
Increase / (decrease) in cash 133,846 (146,832) (1,180,643)
Cash and cash equivalents at 181,254 1,361,897 1,361,897
beginning of the period
Foreign exchange movements - 12,326 -
Cash and cash equivalents at end 315,100 1,227,391 181,254
of the period
MINERVA RESOURCES PLC
Consolidated statement of changes in equity for the period ended 31 March 2009
Restated Restated Restated Restated Restated
Total
Shares to Foreign Retained attributable Minority
Share Share be Merger Currency Losses to Equity Interest Total
Capital Premium Issued Reserve Translation Holders Equity
Reserve Reserve of the
Parent
GBP GBP GBP GBP GBP GBP GBP GBP GBP
Balance as at
1 October
2007 2,793,574 4,290,765 - 949,713 39,594 (2,877,532) 5,196,114 134,044 5,330,158
Exchange
differences
arising on
translation
of foreign
operations - - - - 30,731 - 30,731 - 30,731
Net income
recognised
directly in
equity - - - - 30,731 - 30,731 - 30,731
Loss for the
year (1,155,148) (1,155,148) (95,865) (1,251,013)
Total
recognised
income and
expense for
the year - - - - 30,731 (1,155,148) (1,124,417) (95,865) (1,220,282)
Shares to be
issued - - 1,112,827 - - - 1,112,827 - 1,112,827
Issue costs - (109,300) - - - - (109,300) - (109,300)
Consideration
for option to
acquire 22%
of Yubdo - - - - - (276,396) (276,396) - (276,396)
Share based
payment - - - - - 25,848 25,848 - 25,848
Balance as at
30 September
2008 2,793,574 4,181,465 1,112,827 949,713 70,325 (4,283,228) 4,824,676 38,179 4,862,855
Exchange
differences
arising on
translation
of foreign
operations - - - - (117,764) - (117,764) - (117,764)
Net income
recognised
directly in
equity - - - - (117,764) - (117,764) - (117,764)
Loss for the
period (329,405) (329,405) (47,048) (376,453)
Total
recognised
income and
expense for
the period - - - - (117,764) (329,405) (447,169) (47,048) (494,217)
Shares issued 1,063,787 49,040 (1,112,827) - - - - - -
Balance as at
31 March 2009 3,857,361 4,230,505 - 949,713 (47,439) (4,612,633) 4,377,507 (8,869) 4,368,638
Notes to the Interim Report
For the six months ending 31 March 2009
1. Basis of preparation
The financial information set out above is based on the consolidated
financial statements of Minerva Resources plc and its subsidiary
companies (together referred to as the "Group"). The accounts of the
Group for the six months ended 31 March 2009, which have neither been
audited nor reviewed pursuant to guidance issued by the Auditing
Practices Board, were approved by the Board on 30 June 2009. In
accordance with s435 of the Companies Act 2006, such unaudited
results do not constitute statutory accounts of the Company or Group.
These accounts have been prepared in accordance with the requirements
of International Accounting Standard 34 (Interim Financial Reporting)
and with the accounting policies set out in the Report and Accounts
of Minerva Resources plc for the year ended 30 September 2008. The
statutory accounts for the year ended 30 September 2008 have been
filed with the registrar of Companies. The auditors' report on those
accounts was unqualified with an emphasis of matter relating to the
going concern of the group and did not contain a statement under
section 498(2)-(3) of the Companies Act 2006.
The comparative figures presented are for the six months ended 31
March 2008 and the full year ended 30
September 2008. The Group's consolidated annual financial statements
for the year ended 30 September 2008 were prepared using the
recognition and measurement principles of International Financial
Reporting Standards (IFRSS and IFRIC interpretations) as adopted by
the European Union and also in accordance with the Companies Act
1985, and those parts of the Companies Act 2006 as applicable.
The Directors have restated comparatives on the consolidated income
statement, consolidated balance sheet and consolidated cash flow
statement to correct for the final gain on disposal of Palladex KR
LLC and presentation in line with that reported at 30 September 2008.
2. Changes in accounting policies
There were no changes in accounting policies, other than the Group
electing to adopt IAS34, during the six months ended 31 March 2009.
3. Taxation
Due to an operating loss for the period, no taxation has been
provided for (2008: Nil).
4. Loss per share
Loss per Ordinary Share has been calculated using the weighted
average number of shares in issue during the relevant financial
periods. The weighted average number of equity shares in issue for
the period is 153,503,517 (six months ended 31 March 2008:
111,742,960 and year ended 30 September 2008: 111,742,960).
Losses for the Group attributable to the equity holders of the
Company for the six months are GBP329,405 (six months ended 31 March
2008: GBP114,094 and year ended 30 September 2008: GBP1,155,148). Losses
for the Group from continuing operations excluding minority interest
are GBP329,405 (six months ended 31 March 2008: GBP539,871 and year ended
30 September 2008: GBP1,083,254).
Discontinued operations
Profit / (loss) for the Group attributable to discontinued activities
for the period is GBPnil (six months ended 31 March 2008: profit of
GBP425,777 and the year ended 30 September 2008: loss of GBP71,894).
In the six months ended 31 March 2009 and the year ended 30 September
2008, the effect of the share options in issue under the option
scheme is anti-dilutive and therefore diluted earnings per share have
not been calculated. At 31 March 2009, there were 6,500,000 share
options in issue. As the average market price of ordinary shares
during the period was lower than the exercise price of the options,
there were nil (31 March 2008: nil,30 September 2008: nil)
potentially dilutive shares at period end.
5. Share Capital
On 2 October 2008 the Company issued new ordinary shares of 2.5p each
at 2.5p per ordinary share raising GBP607,500 gross of expenses. In
addition in line with Ambrian Capital PLC's ("Ambrian") agreement in
the prior period to capitalise the outstanding loan made by Ambrian
to the Company, amounting to GBP334,480, the Company issued 13,379,200
new ordinary shares ("Ambrian Shares") at 2.5p per ordinary share.
The Placing Shares and Ambrian Shares were issued together with one
warrant entitling the holder to subscribe for one ordinary share in
the Company at 4 pence per ordinary share (the "Warrants"). The
Warrants are exercisable at any time up to 18 months from the date of
admission of the Placing Shares to trading on AIM. Wills & Co
Corporate Ltd ("Wills"), received 2,070,000 new ordinary shares
and 2,070,000 warrants, entitling the holder to subscribe for one
ordinary share in the Company at 4p per ordinary Share, in lieu of
fees for a commission on the value of the shares placed by Wills, the
production of an initial research note and a corporate finance fee of
GBP51,750. The following summarises the above.
Share Holder Price Number of Proceeds
per share Shares GBP
Investors 2.5p 24,300,000 607,500
Ambrian Capital plc 2.5p 13,379,200 334,480
Wills & Co 2.5p 2,070,000 51,750
39,749,200 993,730
On 23 October 2008 2,802,298 shares were issued at 4.25p in
accordance with the conditions of the agreement entered into in March
2008 to acquire a further 22% of Yubdo Platinum and Gold Development
Private Limited Company.
All the transactions above were accounted for in the 30 September
2008 accounts as they had been legally completed at that date, with
the actual issue of shares taking place in the current period.
6. Segmental analysis
of income statement
The income statement for the six months
ended 31 March 2009
Six months ended 31 Ethiopia Kyrgyz UK Corporate Total
March 2009 Rep.
GBP GBP GBP GBP GBP
Total
Revenue segment 14,086 - 14,373 -
revenue
Inter
segment (14,086) - - -
revenue
Revenue Continuing - - 14,373 - 14,373
activities
Discontinued - - - - -
activities
Profit /
(loss) Continuing (128,762) - (109) (247,582) (376,453)
after activities
taxation
Discontinued - - - - -
activities
Restated
Six months ended 31 Ethiopia Kyrgyz UK Corporate Total
March 2008 Rep.
GBP GBP GBP GBP GBP
Total
Revenue segment 26,379 110,554 26,379 -
revenue
Inter
segment (26,379) - - -
revenue
Revenue Continuing - - 26,379 - 26,379
activities
Discontinued - 110,554 - - 110,554
activities
Profit /
(Loss) Continuing (116,352) - - (441,304) (557,656)
after activities
taxation
Discontinued - 425,777 - - 425,777
activities
Year ended 30 Ethiopia Kyrgyz UK Corporate Total
September 2008 Rep.
GBP GBP GBP GBP GBP
Total
Revenue segment 52,778 350,101 52,778 43,442
revenue
Inter
segment (52,778) - - -
revenue
Revenue Continuing - - 52,778 43,442 96,220
activities
Discontinued - 350,101 - - 350,101
activities
Profit /
(loss) Continuing (242,775) - 10,406 (946,750) (1,179,119)
after activities
taxation
Discontinued - (71,894) - - (71,894)
activities
7. Post balance sheet events
Loan Agreement
On 5 May 2009 Minerva Resources entered into a binding loan agreement
with Dwyka Resources Limited ("Dwyka") to provide the Company with an
unsecured loan facility of GBP350,000. Contemporaneously with the
drawdown of the first tranche of GBP75,000, the Company entered into
the non-legally binding memorandum of understanding ("MOU") with
Dwyka, through which it agreed to provide a legally binding
exclusivity period to Dwyka to enable it to conduct due diligence on
Minerva Resources assets with a view to determining whether a
transaction between the two Groups may be possible. This also enabled
the Company not to proceed further with the company voluntary
arrangement.
Under the terms of the Loan Agreement, the first tranche is non
interest bearing. Any amounts drawn down under the Second Tranche of
GBP275,000 will bear interest at a rate of 15% per annum, such interest
becoming payable at the time all funds advanced under the Facility
become repayable.
If an offer is made by Dwyka and such offer has not been declared
wholly unconditional by 31 August 2009 then all monies advanced under
the Facility (including interest) become repayable within thirty days
of receipt by the Company of notice from Dwyka requiring repayment,
with such notice to take effect by no later than 15 September 2009.
Repayment of any monies drawn down under the Facility (including
interest) shall, at Dwyka's option, be satisfied by the Company by
either (a) the capitalisation of all monies due into fully paid new
Ordinary Shares at a conversion price of 0.7p per share (which would
result in Dwyka being interested in approximately 25% of the enlarged
issued share capital of the Company) or (b) cash.
The Company has given certain warranties and indemnities under the
Loan Agreement relating to the business and financial position of the
Company. In addition, Dwyka also has the right to call for immediate
repayment of the funds advanced under the Facility if certain events
of default occur, such as the Company becoming insolvent or if an
event occurs which, in Dwyka's opinion, could have a material adverse
effect on the Possible Offer or Dwyka's rights under the MOU.
Shareholder Approval for issue of new Ordinary Shares
In order to facilitate the possible election by Dwyka to capitalise
any funds lent under the Loan Agreement into Ordinary Shares,
Shareholder approval was obtained on 17 June 2009 to allot unissued
share capital and to allow the issue of new Ordinary Shares on a non
pre-emptive basis.
All share offer by Dwyka Resources Limited
On 22 June 2009 the boards of Dwyka and the Company announced that
they had reached agreement on the terms of a recommended all share
offer by Dwyka to acquire the entire issued and to be issued share
capital of Minerva Resources PLC.
SUMMARY OF THE OFFER
* The Offer will be on the following basis: for every 5 Minerva
Shares 1 New Dwyka Share
* Based on a Closing Price per Dwyka Share of 5.88p on 22 June
2009, the Offer values the entire issued share capital of Minerva
at approximately GBP1.8 million and each Minerva Share at
approximately 1.2p, representing a premium of approximately 71.4
per cent. to the Closing Price of 0.7p per Minerva Share on 29
January 2009 (being the last business day prior to the suspension
from trading on AIM of the Minerva Shares).
Full acceptance of the Offer will result in the issue of up to
30,858,891 New Dwyka Shares, representing approximately 13.9 per
cent. of the Enlarged Share Capital being held by existing Minerva
Shareholders
8. Discontinued activities
In late January 2009, the sale of the wholly owned subsidiary
Palladex Limited (Western Samoa) was legally completed for
consideration of GBP280,513. The gain on the sale of Palladex Limited
(Western Samoa) was determined as follows:
GBP
Consideration received 348,678
Foreign exchange movement (68,165)
280,513
Net assets disposed
Deferred exploration expenditure 97,140
Property, plant and equipment 137,470
Inventories 167,231
Trade and other receivables 524,992
Cash and cash equivalents 89,652
Trade and other payables (735,972)
280,513
Gain on disposal of discontinued activities -
9. Related party transactions
During the period the Group paid GBP12,921 to Sprecher Grier Halberstam
LLP in connection with professional services, including those of
non-executive director, provided to the Group by J Bottomley who is
an employee of that firm.
During the period the Group paid GBP31,286 to Ward International
Consultants Pty Ltd in connection with management services provided
to the Group by T Ward who is an employee of the company.
Ambrian Capital PLC, a shareholder of the company, capitalised the
loan to the company of GBP334,480, see note 5.
10 Other Information
Directors
Andrew Edward Daley Non-executive Chairman
Terrance Alexander Ward Managing Director
John Michael Bottomley Non-executive Director
Roger Clegg Non-executive Director
Registered Office
One America Square
Crosswall
London EC3N 2SG
Telephone +44 (0)20 72644444
Fax +44 (0)20 72644440
Head Office
5th Floor
Manfield House
1 Southampton Street
London WC2R 0LR
Telephone +44 (0)20 73795012
Fax +44 (0)20 73951931
Company Number
4832551
Company Secretary
John Michael Bottomley
Nominated Advisor and Broker
W H Ireland Limited
24 Martin Lane
London EC4R 0DR
Solicitors
Fasken Martineau LLP
17 Hanover Square
London W1S 1HU
Auditors
BDO Stoy Hayward LLP
55 Baker Street
London W1U 7EU
Registrars
Capita Registrars plc
The Registry
34 Beckenham Road
Beckenham BR3 4TU
Bankers
HSBC Bank plc Barclays
Bank plc
315 Fulham Road 180
Oxford
Street
London SW10 London
9QJ W1D 1EA
=--END OF MESSAGE---
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