TIDMQRES
RNS Number : 2904B
Q Resources Plc
16 February 2011
Q Resources Plc
Final results for the period from 13 November 2009 to 31
December 2010
16 February 2011
CHAIRMAN'S STATEMENT
After a successful launch last April on the AIM Market in London
the Company has progressed on its strategy to secure top industry
talent and then bring an asset into the Company.
In May 2010, Dr. Michael Price joined the Company as Senior
Non-Executive Director, and in July 2010 Bernard Pryor joined as
Chief Executive Officer. The additional experience they bring gives
your Company an excellent team to evaluate, secure and develop
mining projects around the world. Since Dr. Price and Mr. Pryor
joined the Company the board has worked with them to further define
our strategy and evaluate opportunities.
On 1 February 2011, we appointed Gavin Ferrar as Chief Financial
Officer. Gavin joins us from Investec Bank plc. where he was
responsible for the origination and execution of mining and metals
debt as well as equity financing for Investec's Capital Markets
division. Gavin also has a wealth of operational experience across
the metals and mining sector, working at AngloGold Ltd. as Project
Manager on the Yatela Gold Project and at Anglo American plc.
We have reviewed a large number of opportunities to date, within
our strategic focus, and we continue to have a selection of
projects under evaluation with an intention to finalising a
transaction within the near future.
We continue to work well with all our professional advisers and
I would like to thank them on behalf of the Board.
Ivan Murphy
Chairman
Q RESOURCES PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 13 NOVEMBER 2009 TO 31 DECEMBER 2010
Note 2010
------------
GBP
Operating expenses (944,764)
Start up costs (188,796)
Share based payment charge 13 (514,776)
------------
Operating loss 6 (1,648,336)
Finance cost (2,086)
Loss for the period before
taxation (1,650,422)
Taxation 8 -
------------
Loss for the period after
taxation (1,650,422)
============
Total comprehensive loss
for the period attributable
to:
Owners (1,650,422)
============
Basic / diluted loss per
share 9 (0.05)
============
The above results are derived from continuing operations.
The notes below form an integral part of these financial
statements.
Q RESOURCES PLC
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2010
Notes 2010
------------
GBP
ASSETS
Non current assets
Property, plant and equipment 10 8,129
Total non-current assets 8,129
Current assets
Trade and other receivables 11 97,390
Cash and cash equivalents 2,030,837
------------
Total current assets 2,128,227
------------
Total assets 2,136,356
EQUITY AND LIABILITIES
Capital and reserves
Share capital 12 2,947,215
Share based payment reserve 514,776
Warrant reserve 232,558
Retained deficit (1,641,543)
Total equity 2,053,006
------------
Current liabilities
Trade and other payables 14 83,350
------------
Total liabilities 83,350
------------
Total equity and liabilities 2,136,356
============
The financial statements were approved by the Board of Directors
and authorised for issue
on and signed on its behalf by:
___________________
Stephen Folland
DIRECTOR
The notes below form an integral part of these financial
statements.
Q RESOURCES PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 13 NOVEMBER 2009 TO 31 DECEMBER 2010
Share
Share Retained based Warrant
Notes capital deficit payment reserve Total
---------- ------------ -------- --------- ------------
GBP GBP GBP GBP GBP
Loss for the
period - (1,650,422) - - (1,650,422)
---------- ------------ -------- --------- ------------
Total
comprehensive
income for
the period - (1,650,422) - - (1,650,422)
---------- ------------ -------- --------- ------------
Transactions
with owners
Issue of
shares and
warrants 12 3,010,273 - - 264,729 3,275,002
Placing costs (93,168) - - (23,292) (116,460)
Share based
payment
charge 13 - - 514,776 - 514,776
Exercise of
warrants 12 30,110 8,879 - (8,879) 30,110
Total
transactions
with owners 2,947,215 8,879 514,776 232,558 3,703,428
---------- ------------ -------- --------- ------------
Balance at 31
December
2010 2,947,215 (1,641,543) 514,776 232,558 2,053,006
========== ============ ======== ========= ============
The notes below form an integral part of these financial
statements.
Q RESOURCES PLC
STATEMENT OF CASH FLOW
FOR THE PERIOD FROM 13 NOVEMBER 2009 TO 31 DECEMBER 2010
2010
GBP
Cash flows from operating activities
Loss for the period before taxation (1,650,422)
Adjustments for:
Depreciation charge 1,044
Share based payments 514,776
Finance costs 2,086
Increase in receivables (97,390)
Increase in payables 83,350
Net cash used in operating activities (1,146,556)
------------
Cash flows from investing activities
Purchase of property, plant and
machinery (12,141)
Finance costs (2,086)
Proceeds from sale of property,
plant and machinery 2,968
Net cash used in investing activities (11,259)
------------
Cash flows from financing activities
Proceeds from issue of shares and
warrants 3,305,112
Payment of transaction costs (116,460)
Net cash generated from financing
activities 3,188,652
------------
Net increase in cash and cash equivalents 2,030,837
Cash and cash equivalents at beginning
of the period -
Cash and cash equivalents at end
of the period 2,030,837
============
The notes below form an integral part of these financial
statements.
Q RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 13 NOVEMBER 2009 TO 31 DECEMBER 2010
1. GENERAL INFORMATION
Q Resources Plc (formerly known as Raiko Resources Limited) (the
"Company") is a public company limited by shares, incorporated in
Jersey on 13 November 2009, whose registered office is 43/45 La
Motte Street, St Helier, Jersey, JE4 8SD. The Company has been
established to identify acquire and make investments in resource
assets with an initial focus on Africa and/or South America.
On 9 April 2010, the Company commenced trading its ordinary
shares on AIM, a market operated by the London Stock Exchange plc
("AIM").
2. GOING CONCERN
The directors' report summarises the Company's activities, its
financial performance and financial position together with any
factors likely to affect its future development. In addition, it
discusses the principal risks and uncertainties the Company faces.
Note 5 to the financial statements summarises the Company's capital
and risk management objectives and policies together with financial
risks.
The directors are confident that the Company has adequate
resources to continue in operational existence for the foreseeable
future and for this reason they have adopted the going concern
basis in preparing the financial statements.
3. BASIS OF PREPERATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") under the
historical cost convention and as issued by the International
Accounting Standards Board (IASB) as adopted by the European Union.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires the Board to exercise its judgement in the process of
applying the Company's accounting policies.
Standards, amendments and interpretations to existing standards
that are not yet effective and have not yet been adopted by the
Company
At the date of authorisation of these financial statements, the
following Standards and Interpretations relevant to the Company's
operations that have not been applied in these financial statements
were in issue but not yet effective or endorsed:
IFRS 2 (amended) Share Based Payments - Amendment;
Cash-settled Share -based payment
transactions
IFRS 9 Financial Instruments
IAS 24 (revised 2009) Related Party Disclosures
IAS 39 Financial Instruments: Recognition
and Measurement - Amendments relating
to eligible hedged items (endorsed)
IFRIC 14 (amended) Prepayments of a Minimum Funding
requirement
IFRIC 17 Distribution of Non-Cash Assets to
Owners (endorsed)
IFRIC 18 Transfer of assets from customers
(endorsed)
IFRIC 19 Extinguishing Financial Liabilities
with Equity Instruments Annual
Improvement Project April 2009
(endorsed)
The directors anticipate that the adoption of these Standards
and Interpretations as appropriate in future periods will have no
material impact on the financial statements of the Company.
ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of
these financial statements are set out below:
(a) Foreign currencies
(i) Functional and presentation currency
Items included in the financial statements of the Company are
measured using the currency of the primary economic environment in
which the entity operates ("the functional currency"). The
financial statements are presented in Sterling (GBP), which is the
Company's functional and presentation currency, as the directors
consider GBP as the currency that most faithfully reflects the
economic effects of the underlying transactions, events and
conditions.
(ii) Transactions and balances
Transactions denominated in foreign currencies are translated
into the functional currency at the rates of exchange ruling at the
dates of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in
foreign currencies are recognised in the profit or loss. Such
balances are translated at period-end exchange rates.
(b) Taxation
The Company is resident for taxation purposes in Jersey and its
income is subject to Jersey income tax, presently at a rate of
zero.
The income tax expense for the period comprises current and
deferred tax. Income tax is recognised in the profit and loss
except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In that case, tax is
also recognised in other comprehensive income or directly in
equity, respectively. Taxable profit differs from accounting profit
as reported in the profit and loss because it excludes items of
income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible.
Current tax expense is the expected tax payable on the taxable
income for the period. It is calculated on the basis of the tax
laws and rates enacted or substantively enacted at the reporting
date, and including any adjustment to tax payable in respect of
previous years.
Deferred tax is provided using the balance sheet liability
method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. Deferred tax assets are
recognised to the extent that it is probable that taxable profit
will be available against which the asset can be utilised. This
requires judgements to be made in respect of the availability of
future taxable income
.
The Company's deferred tax assets and liabilities are calculated
using tax rates that are expected to apply in the period when the
liability is settled or the asset realised based on tax rates that
have been enacted or substantively enacted by the reporting
date.
Deferred income tax assets and liabilities are offset only when
there is a legally enforceable right to offset current tax assets
against current tax liabilities and when the deferred income tax
assets and liabilities relate to income taxes levied by the same
taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances
on a net basis.
No deferred tax asset or liability is recognised in respect of
temporary differences associated with investments in subsidiaries,
branches and joint ventures where the Company is able to control
the timing of reversal of the temporary differences and it is
probable that the temporary differences will not reverse in the
foreseeable future.
(c) Property, plant and equipment
All property, plant and equipment are stated at historical cost
less depreciation. Historical cost includes expenditure that is
directly attributable to the acquisition of the items. Subsequent
costs are included in the asset's carrying value when it is
considered probable that future economic benefits associated with
the item will flow to the Company and the cost of the item can be
measured reliably.
Depreciation is calculated using the straight-line method to
allocate the cost over the assets' estimated useful lives, as
follows:
- Computer equipment: 4 years
- Furniture, fittings and equipment: 5 years
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at least at each financial year-end.
An asset's carrying amount is written down immediately to its
recoverable amount if its carrying amount is greater than its
estimated recoverable amount.
An item of property, plant and equipment is derecognised upon
disposal or when no future economic benefits are expected to arise
from the continued use of the asset. Any gain or loss arising on
the disposal or retirement of an item of property, plant and
equipment is determined as the difference between the sales
proceeds and the carrying amount of the asset and is recognised in
profit or loss.
(d) Financial instruments
Financial assets and liabilities are recognised at the reporting
date when the Company has become a party to the contractual
provisions of the instrument. The Company's policies in respect of
the main financial instruments are as follows:
Trade and other receivables
Trade and other receivables are not interest bearing and are
initially recognised at their fair value and are subsequently
stated at amortised cost using the effective interest method as
reduced by appropriate allowances for estimated irrecoverable
amounts.
Trade and other payables
Trade and other payables are initially measured at fair value
and are subsequently measured at amortised cost, using the
effective interest method.
Cash and cash equivalents
Cash comprises of cash at bank. Cash equivalents are short term
and highly liquid investments that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of
change in value.
Effective interest method
The effective interest method is a method of calculating the
amortised cost of a debt instrument and of allocating interest
income over the relevant period. The effective interest rate is the
rate that exactly discounts the estimated future cash receipts
(including all fees on points paid or received that form an
integral part of the effective interest rate, transaction costs and
other premiums or discounts) through the expected life of the debt
instrument, or, where appropriate, a shorter period, to the net
carrying amount on initial recognition.
(e) Operating segments
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision maker.
The chief operating decision maker is the person or group that
allocates resources to and assesses the performance of the
operating segments of an entity. Currently the Company only
operates in one geographical location and only has one operating
segment.
(f) Share based payments
The Company has applied the requirements of IFRS 2 "Share Based
Payments". As stated in note 12, the Company issued options and
warrants at the time of the initial placement. The Company's share
option scheme is recognised as an expense with a corresponding
credit to the share based payment reserve. The warrants are split
between Series 'A' and Series 'B'. The Series 'A' warrants were
issued to investors as part of the fundraising and are shown
separately in the warrant reserve. The Series 'B' were issued for a
service to be provided to the Company and are expensed to the
profit or loss over the vesting period. The fair value is measured
at grant date.
Share based payments
Certain Company employees and consultants are rewarded with
share based instruments. These are stated at fair value at the date
of grant and are expensed to the profit and loss, over the vesting
period of the instrument, or charged to share capital when the
share based payment relates to the provision of fund raising
services.
Fair value is estimated using the Black-Scholes or Monte Carlo
option pricing model as appropriate. The estimated life of the
instrument used in the model is adjusted for management's best
estimate of the effects of non-transferability, exercise
restrictions and behavioural considerations.
(g) Lease commitments
Leases where the lessor retains substantially all of the risks
and rewards of ownership are classified as operating leases and the
rental payments are charged to the profit and loss on a
straight-line basis over the lease term.
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
In preparing the financial statements the Company must select
and apply various accounting policies. In order to apply its
accounting policies the Company makes estimates and judgements
concerning the future. The resulting accounting estimates will, by
definition seldom equal the related actual results. The estimates
and assumptions that have a significant risk of causing a material
adjustment to the carrying amount of assets and liabilities within
the next financial year are as follows:
Share based payments
The Company 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. Estimating fair
value requires determining the most appropriate valuation model for
a grant of equity instruments, which is dependent on the terms and
conditions of the grant. This also requires determining the most
appropriate inputs to the valuation model including the expected
life of the option, volatility and dividend yield and make
assumptions about them.
5. FINANCIAL RISK MANAGEMENT
Financial risk factors
The Board has overall responsibility for the determination of
the Company's risk management objectives and policies. The
Company's overall risk management policies focus on the volatility
of financial markets and seek to minimise potential adverse effects
on the Company's financial performance and flexibility.
The Company's activities expose it to a variety of financial
risks; credit risk, and market risk. The Company has financial
instruments of other receivables, cash and cash equivalents and
other items such as accruals, and other payables.
This note presents information about the Company's exposure to
each of the above risks, the Board's objectives, policies and
processes for measuring and managing risk and the management of
capital.
The Company held no derivative instruments during the period
ended 31 December 2010.
A summary of the main risks are addressed below:
Credit Risk
Credit risk arises when a failure by counterparty to discharge
their obligations could reduce the amount of future cash inflows
from financial assets on hand at the reporting date.
The Company's credit risk arises principally from cash and cash
equivalents. The Company's policy is to maintain its cash balance
and short term deposits with a reputable banking institution and to
monitor the placement of cash and deposit balances on an on going
basis.
Market Risk
(a) Cash flow and fair value interest rate risk
The Company's cash flow is monitored at regular intervals by the
Board. The interest rates at which the cash and deposits are placed
are fixed in nature and hence the Company is not exposed to the
risk of fluctuating interest rates. Since the financial statements
of the Company show cash at cost, the question of fair value risk
for the same does not arise. The weighted average interest rate on
cash and cash deposits in the period was 0%.
(b) Foreign currency risk
Foreign currency risk arises when future commercial transactions
or recognised monetary assets and liabilities are denominated in a
currency other than the Company's functional currency. At the
period end the Company no longer held any assets in a different
currency to that of the functional currency.
Capital Management
The Company's objectives when managing share capital and
cumulative reserves ("Capital") is to safeguard the ability to
continue as a going concern in order to provide returns and value
for its shareholders. The Company manages its capital structure by
monitoring expenditure and producing cash flow forecasts. The
Company has no borrowings and accordingly it has a nil gearing
ratio.
Fair Value
The directors have reviewed the financial statements and have
concluded that there is no significant difference between the book
values and fair values of the assets and liabilities of the Company
as at 31 December 2010.
Sensitivity
Given the above information, the Company was not exposed to
significant changes in market variables, being exchange rates and
interest rates at the period end and hence no sensitivity analysis
has been provided as required by IFRS 7.
6. OPERATING LOSS
Operating loss has been arrived at after charging:
2010
GBP
----------------
Depreciation of property, plant and equipment 1,044
Net foreign exchange loss 1,188
Operating lease expense 28,474
Staff costs 150,453
----------------
As detailed in notes 12 and 13, the company had issued share
options and warrants to the shareholders, directors and key
employees. As stated in note 3, it is the Company's policy to apply
a charge to the profit or loss for the period. The share options
and warrants were issued for the following reasons;
-- Series 'A' Warrants - These were granted as an incentive to
subscribe for shares in the Company at the time of the Initial
placing offer,
-- Series 'B' Warrants - These were issued to Quantic Limited to
incentivise them to identify acquisitions for the Company.
-- Options - These were issued to directors and key employees,
as part of their overall remuneration package.
Amounts payable to Baker Tilly UK Audit LLP and their associates
in respect of both audit and non-audit services as follows:
2010
GBP
---------------
Audit of financial statements 12,000
General advice on AIM admission 25,113
---------------
37,113
===============
7. STAFF COSTS
The average monthly number of employees (including executive
officers) employed by the Company for the period was as
follows:
2010
Number
---------------
Office and management 1
===============
The aggregate remuneration comprised:
2010
GBP
----------------
Wages and salaries 137,500
Share based payment charge 224,944
----------------
362,444
================
Directors' remuneration:
2010 2010 2010
Share-based
Fees payment Total
GBP GBP GBP
---------------- -------------------- ----------------
Stephen
James
Folland 22,500 7,750 30,250
Ivan James
Bowen
Murphy 22,500 69,750 92,250
Andrew Paul
Richards 22,500 23,250 45,750
Joseph
Philippe
Cohen 22,500 54,250 76,750
Michael
Allan
Price 23,333 75,332 98,665
---------------- -------------------- ----------------
113,333 230,332 343,665
================ ==================== ================
8. TAXATION
With effect from the 2009 year of assessment, Jersey abolished
the exempt company regime for existing companies. Profits arising
in the Company for the 2009 year of assessment and future periods
will be subject to tax at the rate of 0%.
9. LOSS PER SHARE
The calculation of the basic and diluted loss per share is based
on the following data:
2010
GBP
Loss after tax for the period attributable
to owners (1,650,422)
Weighted average number of ordinary
shares 36,322,503
Basic loss per share (0.05)
============
Due to the loss incurred in the period, there is no dilutive
effect of share options and warrants.
Furniture,
fittings
Computer equipment and equipment Total
GBP GBP GBP
Cost
Additions 11,301 840 12,141
Disposals (2,968) - (2,968)
------------------- --------------- --------
31 December 2010 8,333 840 9,173
=================== =============== ========
Accumulated depreciation
Charge for the period 976 68 1,044
31 December 2010 976 68 1,044
=================== =============== ========
Net book value
31 December 2010 7,357 772 8,129
=================== =============== ========
11. TRADE AND OTHER RECEIVABLES
2010
GBP
Other receivables 91,765
Prepayments 5,625
97,390
=======
The above trade and other receivables, in addition to cash and
cash equivalents represent the financial assets of the company.
12. SHARE CAPITAL
Ordinary shares
of no par value
allotted and fully
Number paid
----------- --------------------
GBP
Formation shares 2 2
Additional shares - 1 April 2010 54,583,333 3,010,271
Share issue costs - (93,168)
Warrants exercised - 8 November 2010 501,833 30,110
As at 31 December 2010 55,085,168 2,947,215
=========== ====================
The formation shares of the Company were issued on 13 November
2009 upon incorporation and the Company has an unlimited authorised
share capital. On 1 April 2010 the Company issued as a placing
54,583,333 ordinary shares of no par value in the Company at six
pence per ordinary share and warrants listed below to raise
GBP3.275 million before expenses. On 8 November 2010, a shareholder
exercised a proportion of their warrants in accordance with the
warrant instrument dated 31 March 2010. There were an extra 501,833
shares issued at six pence per share.
At the time of the above placement the Company issued a total of
13,645 833 Series 'A' 2010 warrants. These were issued on the basis
of one warrant for every four ordinary shares placed. The warrant
subscription period commenced at admission and runs to the earlier
of the date 10 business days after an offer becomes or is declared
unconditional in all aspects or the first anniversary of the date
of admission to AIM. The subscription price is six pence per share.
As noted above the Company had warrants exercised during the period
and at the period end there were 13,144,000 Series 'A' 2010
warrants in issue. The remaining warrants are exercisable by 9
April 2011.
At the time of the above placement the Company issued a total of
5,000 000 Series 'B' 2010 warrants. The warrants were issued on 9
April 2010. The warrant subscription period commenced at admission
and runs to the earlier of the date 10 business days after an offer
becomes or is declared unconditional in all aspects or the date
which is 18 months from the date of admission to AIM. The
subscription price is 12 pence per share. All these warrants
remained outstanding at the period end. The remaining warrants are
exercisable by 9 October 2011.
The directors of the Company have been granted options in the
Company. The total amount of options to acquire ordinary shares is
11,800,000; each option is the equivalent to one ordinary share.
5,000,000 of the options are exercisable from the date of a reverse
takeover and ending three years thereafter, the option strike price
being six pence per share. 6,800,000 of the options are exercisable
in three tranches; 2,600 000 at completion of the first
transaction, 2,100,000 12 months thereafter and 2,100,000 24 months
thereafter, the option strike price being 20 pence per share,
subject to adjustment under Rule 7 of the No. 2 Share Option Plan
if the Company's share capital is subsequently altered or
reorganised. Of these 6,800,000 options, share performance hurdles
apply whereby the closing price per share shall be at least 20%,
25% & 30% higher then the option price for 10 days prior to the
exercise of the option in respect of the first, second and third
tranches detailed.
13. SHARE BASED PAYMENTS
Share option plan
As stated in note 12, the Company has issued the directors and
the Chief Executive Officer with share options to purchase ordinary
shares in the Company.
Number Weighted
of share average
options exercise
price
Balance at beginning of the financial period - -
Granted during the period 11,800,000 GBP0.14
----------- ----------
Balance at end of the financial period 11,800,000 GBP0.14
=========== ==========
Exercisable at the end of the financial period - -
=========== ==========
The fair value of the share options issued is estimated at the
date of the grant using the Monte Carlo valuation model, taking
into account the terms and conditions upon which the share options
have been granted. The table below lists the data used for the
share options granted during the period.
GBP0.06 -
Share price at date of grant GBP0.16
------------------------------ ------------
GBP0.03 -
Fair value at date of grant GBP0.09
------------------------------ ------------
Expected volatility 80%
------------------------------ ------------
Risk free interest rate 2.5% - 2.8%
------------------------------ ------------
Annual dividend yield -
------------------------------ ------------
Risk free interest rate is based on the gilt rates at the date
of grant which are commensurate with the term until exercise for
those awards. Annual dividend yield is based on management's
immediate intention to re-invest operating cash flows. Expected
volatility was determined by calculating the mean and medium three
year volatility of mining companies listed on AIM with an average
market capitalisation of between GBP10 million and GBP60 million.
The expected period until exercise is based on management's best
estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations.
Warrants
During the period the company issued 18,645,833 warrants, these
were divided into Series 'A' and Series 'B'. The split is shown in
the table below.
Series 'A' Series 'B'
Weighted Weighted
average average
Number exercise Number exercise
of warrants price of warrants price
Balance at beginning of
the financial period - - - -
Granted during the
period 13,645,833 GBP0.06 5,000,000 GBP0.12
Exercised during the
period (501,833) GBP0.06 - -
------------- ---------- ------------- ----------
Balance at end of the
financial period 13,144,000 GBP0.06 5,000,000 GBP0.12
============= ========== ============= ==========
Exercisable at the end
of the financial
period 13,144,000 GBP0.06 5,000,000 GBP0.12
============= ========== ============= ==========
The fair value of the warrants issued is estimated at the date
of the grant using the Black Scholes valuation model, taking into
account the terms and conditions upon which the warrants have been
granted. The table below lists the data used for the warrants
granted during the period.
Series Series
'A' 'B'
---------------------------------------- --------- ---------
Share price at date of grant GBP0.115 GBP0.115
---------------------------------------- --------- ---------
Fair value at date of grant GBP0.09 GBP0.12
---------------------------------------- --------- ---------
Expected period until exercised (days) 365 548
---------------------------------------- --------- ---------
Expected volatility 80% 80%
---------------------------------------- --------- ---------
Risk free interest rate 1.6% 1.6%
---------------------------------------- --------- ---------
Annual dividend yield - -
---------------------------------------- --------- ---------
The Series 'A' Warrants valuation was undertaken for the purpose
of splitting the funding proceeds between the shares issued and the
warrants issued to investors.
The calculated fair value of the options and warrants charge to
the Statement of Total Comprehensive income is as follows:
2010
GBP
Share options 455,276
Warrants - Series 'B' 59,500
--------
514,776
========
14. TRADE AND OTHER PAYABLES
2010
GBP
Other payables 83,350
=======
The above trade and other payables represent the financial
liabilities of the Company.
15. CONTINGENT LIABILITIES
At 31 December 2010, the Company had no material litigation
claims outstanding, pending or threatened against, which could have
a material effect on the Company's financial position or results of
operations.
16. RELATED PARTY TRANSACTIONS
The following transactions were carried out with related
parties:
Related parties
During the period consulting services of GBP5,807 were accrued
for Mr Rui De Sousa, who is a 40% owner of Quantic Limited, which
in turn is a substantial shareholder of the Company. At the period
end GBP5,807 remained outstanding.
During the period consulting services of GBP111,657 were paid to
Gazprombank Invest (MENA) S.A.L. This company is owned 50% by
Quantic Limited, which in turn is a substantial shareholder of the
Company. At the period end GBP3,299 remained outstanding.
During the period, the Company issued Series 'B' warrants to
Quantic Limited, who is a substantial shareholder of the company.
The share-based payment charge is GBP59,500 for the period. The
warrants were issued in connection with the services received in
identifying possible acquisitions for the Company.
Key management compensation
The remuneration of the directors and the Chief Executive
Officer, who are the key management personnel of the Company, is
set out below in aggregate for each of the categories specified in
IAS 24 'Related Party Disclosures'. Further information about the
remuneration of individual directors is provided in note 7.
2010
GBP
----------------
Short-term employee benefits 250,833
Share-based payment 455,276
----------------
706,109
================
17. CONTROLLING PARTY
In the opinion of the directors, no one individual has control
of the Company, and ultimate control rests with the board of
directors.
The report and accounts for the period from 13 November 2009 to
31 December 2010 have been posted to shareholders and will be
available shortly from the Company's website at
www.qresourcesplc.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR GGUMGPUPGGQA
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