Unaudited Preliminary Results for the Year Ende...

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1 Armadale Capital Plc Unaudited Preliminary Results for the Year Ende... Unaudited Preliminary Results for the Year Ended 31 December 2013 Armadale Capital Plc Armadale Capital Plc ( Armadale or the Company ) Unaudited Preliminary Results for the Year Ended 31 December 2013 Armadale, the AIM quoted investment company focused on natural resource projects in Africa, is pleased to announce its unaudited preliminary results for the year ended 31 December HIGHLIGHTS Transition to an established investment company focused on African natural resources projects, with a current focus on the development of highly prospective Mpokoto Gold Project (Mpokoto) in the Democratic Republic of the Congo Post period end completed Stage 1 Scoping Study for Mpokoto underpinning commercial value strong financial returns including a 141% Internal Rate of Return (IRR) and a US$33 million Net Present Value (NPV) at a gold price of US$1,250 and a discount rate of 8% Significant increase in Mpokoto Mineral Resource to 507,000 ounces of contained gold and Exploration Target of 10Mt-15Mt at 1.2g/t-1.5g/t Au Defined development plan for Mpokoto Stage 2 Scoping Study underway and a proposed drilling programme to expand existing Mineral Resource to commence thereafter (post-period end) Losses for the year relate to losses incurred by MRI and the impairment of investments related to MRI Solid financial position and fully funded to complete next stages of Mpokoto s development 1.3m raised in equity in the period under review and further 0.5m raised in April 2014 Peter Marks, Chairman of Armadale Capital, commented: 2013 was a transformational year for Armadale, which resulted in the Company s transition to an established investment company. Following a number of strategic investments and acquisitions, Armadale has established a strong investment proposition, providing exposure to a blend of early stage exploration upside together with projects with medium term cash generation prospects. We remain focused on the development of the Mpokoto Gold Project in the Democratic Republic of the Congo. The results of the recent scoping study have shown it to be capable of delivering very strong financial returns for a limited capital commitment. Following the recent placing we are now funded for the next stages of our development plans. Page 1 of 14

2 Enquiries: Armadale Capital Justin Lewis, Director Charles Zorab, Investor Relations Nomad and broker: finncap Limited Stuart Andrews Christopher Raggett Press relations: St Brides Media& Finance Ltd. Susie Geliher Charlotte Heap CHAIRMAN S STATEMENT Transformational year I am pleased to report on a transformational year for Armadale, which has resulted in the Company s transition to an established investment company. Following a number of strategic investments and acquisitions, Armadale has established a strong investment proposition, providing exposure to a blend of early stage exploration upside together with projects with medium term cash generation prospects. Following an initial investment, in August 2013, Armadale acquired the right to an 80% interest in the Mpokoto Gold Project ( Mpokoto or the Project ) in the Katanga Province in the south of the Democratic Republic of the Congo, which has a 506,700oz gold JORC resource estimate. This has become the most significant investment in the Group s portfolio and one where the Group has management control with a view to fulfilling a defined development plan that will see Mpokoto commence production by the end of Armadale s evolution into an investment company followed the completion of the sale of its operating subsidiary to Mine Restoration Investments Ltd ( MRI ) a company quoted on the AltX market of the Johannesburg Stock Exchange. MRI is now focused on the development of profitable operations through its coal fines processing and briquetting operation at Vaalkrantz Colliery in KwaZulu Natal. The Company has also made and realised value in a number of small investments in quoted Australian mining companies. Board To support the development of a diverse investment portfolio, Armadale appointed Mr. Justin Lewis, an experienced director with extensive experience in the African resources sector, to the Board in June His proven operating experience combined with the Board and management teams substantial skills and experience have enabled the Company to identify prospective investment opportunities. In line with this, Page 2 of 14

3 Armadale has defined investment criteria and will only look to acquire interests in African-based projects in the natural resources sector, which offer near term cash flow and have an established core management team in place which can be expanded over time. Mpokoto Gold Project In August 2013 Armadale purchased the right to an 80% stake in Mpokoto for an aggregate consideration of 2.5 million in cash and shares. Since acquiring the interest, Armadale has pursued a defined development strategy, which has seen the recent Scoping Study estimate a net present value for the Project of US$33m ( 20m). Following work undertaken by the Group, the mineral resource estimate has been increased by 33% to 507,000 ounces of gold. The results of the Stage 1 Scoping Study were announced in April 2014, demonstrated Mpokoto to be a robust low cost gold development project with attractive economic fundamentals even at a gold price of US$1,100/oz. The Scoping Study, which is based only on the shallow weathered oxide ore body down to 40m of depth, estimated low operating costs from open pit mining of less than US$650 per ounce of gold and a capital requirement of around US$20m. Importantly, significant upside still remains from the unweathered sulphide ore (>40m depth) and so with strong economics already in place from only part of the deposit, Mpokoto has proven itself to be highly prospective project, underpinning its investment value. To progress the Project, work on the Stage 2 Scoping Study, which will target the deeper ore, has commenced. We are confident that this work will further enhance the overall economics of Mpokoto. Additionally, more drilling of the licence area will be undertaken in expectation of an increase in the overall resource as well as moving up the value curve from resources to reserves. The application for a mining licence over Mpokoto has been lodged and we wait the granting of the licence in the coming months; a further significant value trigger. Mine Restoration Investments (MRI) As a result of the sale of its then operating subsidiary, in August 2012 Armadale acquired an interest in MRI. Whilst MRI continues to make significant progress with the commissioning of its coal fines processing and briquetting operation at the Vaalkrantz Colliery in KwaZulu Natal ( the Plant ), 2013 did not see as much commercial progress as had been forecast. We are pleased that the new Plant is now in production and MRI has agreed a commercial agreement with Keaton Energy Holdings Ltd, owner of Vaalkrantz Colliery, for the joint marketing of coal fines. Samples of coal briquettes have been sent to a variety of potential customers, with a view to establishing an economically sustainable market. MRI has recently announced a proposed reorganisation of its balance sheet by way of a conversion of all of existing debt into equity (including ZAR3.2m currently owed to the Company) at a price of ZAR0.05 per MRI share. As a result, MRI will no longer be burdened with significant debt and the revenue and profits will not be encumbered by these significant debt repayments. Quoted Portfolio Finally, it is worth noting that during the year we have made and realised investments in quoted Australian mining companies where we were familiar with the management and the projects. We have realised two of them at a small profit and retain stakes in the other two. We expect to continue these opportunistic purchases where we see value upside. Our prime focus, however, is to continue to build a small portfolio of highly prospective mining investments in Africa where we can bring our skills and experience in early stage projects to bear and build long term value for shareholders. Results Page 3 of 14

4 The Group does not have any revenue and is reporting a loss of which the significant proportion relates to our share of the losses of MRI and the impairment of the value of our investments related to MRI. The Board is obliged to review the carrying value of our investments and in respect of the Company s investment in MRI, it is the Board s opinion that the prevailing value in the MRI investment should reflect the current underlying value of the MRI shares. The Board have used the price at which the current reorganisation of MRI s balance sheet is taking place, being ZAR 0.05 per MRI share. During the year under review the Group s total assets increased to million and is funded for the next stages of the development of Mpokoto. On behalf of the Board I wish to thank all our shareholders for their ongoing support and interest in the Company. We continue to maintain an active growth strategy and appreciate the backing from old and new shareholders alike, which has enabled us to raise over 1.8m in new funds over the last 9 months to support the development of our prospective portfolio, in particular the Mpokoto Project. We face the remainder of 2014 and beyond with optimism and look forward to updating our shareholders on the progress Armadale continues to make over the coming months. Peter Marks Chairman 19 May 2014 STRATEGIC REPORT During the year under review Armadale has completed its transformation into a diversified investment company focused on investing in natural resource projects in Africa. The Company s investment portfolio is divided into actively managed investments, where the Company has majority ownership and management control of the investment, and passively managed projects, where the Company has a minority investment, typically in a quoted company, and does not have management control. Actively Managed Investment: Mpokoto Gold Project, DRC The Company acquired its interest in Mpokoto through the acquisition of Netcom Global Inc, which has a contractual right to an 80% interest of Mpokoto. The acquisition was completed on 15 November 2013 following an initial cash investment and Armadale issued 350m shares to the vendors with a further 350m shares due to be issued once a Mining Licence is granted for Mpokoto. In addition, Armadale agreed to issue, in aggregate, a further 220m shares upon completion of certain milestones. The aggregate consideration, paid in cash and shares of approximately 2.5 million, is reflected in the carrying value of this investment. Resources and reserves - JORC resource statement An updated Joint Ore Reserves Committee 2012 (JORC) resource statement for Mpokoto was published in April 2014 after the year end. The key features of the update were: Oxide Mineral Resource increased by more than 500% to 109,500oz gold ( Au ) from 20,500oz Au The oxide layer is amenable to gravity separation and therefore more cost effective to process Page 4 of 14

5 compared to deeper unweathered (sulphide) parts of the ore body increase in oxide resource significantly improves Project economics Tonnage of the transition ore zone increased from 1.99Mt to 2.45Mt (~23%), increasing ounces of gold also treatable by gravity separation from 80,400oz to 98,200oz (~22%) Considerable further upside potential Exploration Target of 10Mt-15Mt at 1.2g/t-1.5g/t Au, as reviewed by CSA Global Pty Ltd Mining Licence A specific Mining Licence was applied for over the Mpokoto Project at the end of March 2014, which carves the Mpokoto Project out of the existing larger licence. It is anticipated that the new Mining Licence will be granted within the next four months pursuant to the existing convention with the Government of the Democratic Republic of Congo. Scoping Study Following the acquisition of Mpokoto, Armadale commissioned Bara Consulting (Pty) Ltd to undertake a Scoping Study of the Project. The results from Stage 1 of the Study, which focused on the shallow oxide ore body (30-40m), were published in early April 2014 and demonstrated that Mpokoto is a robust low cost gold development project with attractive economic fundamentals. The following are the headline results: A number of different production rate scenarios were considered with 60,000tpm identified as best return on capital Study supports 60,000tpm scenario to produce over 120,000oz of gold over five years Metallurgical process is a simple gravity concentration, Carbon-in-Leach (CIL), elution, electrowinning and smelting process Plant is based on a low cost modular approach Significant upside potential remains Stage 2 of Scoping Study expected to commence shortly on the unweathered ore at >30m depth The Study is based upon the updated JORC 2012 compliant Mineral Resource Estimate announced on 2 April The Study demonstrates very positive returns with robust economics, which supports conducting further work, including the development of Stage 2, the planned drilling programme and further metallurgical studies (the Programme ). The Programme will focus on expanding the overall Project, in particular the expansion of the existing Mineral Resource and the development of Stage 2 of the Project. The 60,000tpm scenario generates a post-tax NPV of US$33.0 million at a gold price of US$1,250 per ounce and at an 8% discount rate. Importantly the Project remains robust at significantly lower gold prices, with a post-tax NPV of US$18.8m at US$1,100/oz gold price and an 8% discount rate. Mpokoto requires a total capital cost of US$20.2 million, on the basis of using a contract miner who will provide the mining fleet. The total payback period is 20 months. The key technical, operational and financial parameters for Stage 1 of the Project are summarised in the following table: Parameter Unit Rate Ore Mined Mt 3.44 Page 5 of 14

6 Average head grade mined g/t 1.28 Waste mined Mt Strip ratio Waste:ore 4.53 Contained gold (RoM) Koz 142 Average gold recovery rate % 90 Average annual production over LOM Oz 24,600 Open pit mine life Years 5 Processing plant capacity Mtpa 0.72 Total Capital Cost US$m 20.2 Total capital payback period Months 20 Operating cash costs US$/oz 649 Total Cash costs (including royalties and tax) US$/oz 715 Development Plan The Company will shortly commence the next stages of the development plan for Mpokoto, with a view to commencing production before the end of The Scoping Study in respect of Stage 2 has already commenced, relating to the deeper unweathered sulphide ore which are anticipated will be mined and processed following Stage 1 of the Project. The next stage, which the management of the Project are in the final stages of designing, is a drilling programme with three key aims: the expansion of the current overall mineral resource, in particular converting the Exploration Targets into Mineral Resource status; the upgrade of the understanding of the existing mineral resource, including the conversion of all Inferred classified Mineral Resource category into Indicated and Measured category; and providing samples for additional metallurgical studies to be undertaken to allow greater understanding of the metallurgy of the Project. It is anticipated that these tasks will be completed within the next six months, in conjunction with the granting of a mining licence over Mpokoto. The results and data of this work will then be used in a feasibility study for the whole project, which will be used to secure finance. Sustainable development Armadale is committed to sustainable development and conducting its business ethically. Given that the Company invests in the mining industry, Armadale focuses on health and safety, being environmentally responsible, and supporting the communities close to its investments. Passively Managed Investments: Mine Restoration Investments Limited, South Africa MRI s main activities are the commercialisation of its coal fines processing and briquetting operation and the development of a long term solution to the treatment for AMD. The Company currently holds 36.6% per cent of the issued share capital of MRI, which is listed on the AltX exchange in South Africa. The shareholding was a result of the acquisition of Armadale s operating subsidiary in August 2012 by MRI for a combination of cash and shares in MRI. A portion of the cash was lent to a major shareholder of Page 6 of 14

7 MRI secured against further shares of MRI. During the year MRI has raised further funding by entering into debt facilities, which are repayable in July In addition, the Company lent a further 110,913 to MRI post period end. Following the year end MRI has announced that it has reached an agreement with a substantial proportion of its creditors, including the Company, to convert outstanding debt into equity at ZAR0.05 per MRI share. As noted above, the Company has made a loan of ZAR15 million to another major shareholder of MRI, secured on a further 15.6 per cent of the issued share capital of MRI. The loan note is currently outstanding and overdue repayment, whilst the Company remains in discussions to ensure its repayment, the Directors are exploring all options available to ensure repayment. Pending its repayment, the Directors have provided against the carrying value of the loan to the current market value of the underlying security in shares of MRI as reflected by the balance sheet reorganisation of MRI described above. Coal Briquetting MRI completed the construction and commissioning of a coal fines processing and briquetting plant ( the Plant ) at an anthracite coal mine, Vaalkrantz Colliery, in the KwaZulu-Natal Province, South Africa in November Whilst the original timetable was delayed, the finalisation of commissioning and commencement of commercial production, which began in January 2014, is a significant milestone for MRI. Importantly, MRI recently announced post period end in May 2014, that it has finalised a commercial agreement with Keaton Energy Holdings Ltd, owner of Vaalkrantz Colliery, for the joint marketing of coal fines and briquettes. MRI is currently producing coal fines exclusively for Keaton and samples of coal briquettes have also been sent to a number of potential customers with a view to establishing an economically sustainable market. The Plant is now configured to enable the operation of a fully autonomous washing and screening operation to process the coal fines with the option to incorporate the briquetting process when required. This ability to process the coal fines separately from the briquetting operation will help to maximise cost efficiencies. Post period end in March 2014 the Plant produced a total of 1,900 tonnes of coal fines. 492 tonnes have been sold to date with the remainder stockpiled in anticipation of the next delivery to Keaton which is expected shortly. Through the optimisation of operations MRI intend to ramp-up production, targeting 4,800 tonnes of coal fines in May The next step is for MRI to seek further sites to build additional plants and roll out the concept. In addition, MRI is looking to trial innovative screening equipment to greatly increase the yield of coal fine screens with improved quality. The completion of this initial Plant and agreement for the sale of coal fines will result in maiden revenues for MRI, which the Directors believe will underpin the intrinsic value of MRI. Acid Mine Drainage MRI s other business, treatment of acid mine drainage ( AMD ) in the Witwatersrand basins, has not progressed in the last 12 months. The treatment process, jointly developed with the Council for Scientific and Industrial Research (CSIR), and accepted by the affected mining companies as the most effective solution for the treatment of AMD, has not been readily adopted by the Department of Water Affairs in South Africa. As a consequence, MRI continue to wait for the outcome of the tender to determine a longterm solution with the expectation that some of our intellectual property and know-how will be adopted in making a contribution to the resolution of this long standing issue. Page 7 of 14

8 MRI does not anticipate that its solution for AMD will be adopted by the Department of Water Affairs in South Africa in the near term. MRI continues to look at other applications for its technology and also continues to see interest from mining companies in South Africa, who have a responsibility to find a solution to AMD, but the management of MRI do not believe that MRI s technology will be commercialised in the near term. As a significant shareholder in MRI, the Company is required to account for MRI as an associate company and consolidate our share of MRI losses into our accounts, which, together with an impairment charge, has resulted in a decrease in the carrying value of the investment in MRI by approximately 1.6 million. The Directors are actively looking at opportunities to realise its investment in MRI as well as recover the proceeds of the loan outstanding to a shareholder of MRI. Quoted portfolio The Company has a small portfolio of quoted investments, principally in gold production companies where the directors believe there are opportunities for capital gain. During the year the Company has bought and sold investments and continues to keep its portfolio under active review. Financial results For the year ended 31 December 2013 Armadale did not earn any revenues as its business related solely to the making of investments into non-revenue producing resource projects and companies. The Company is reporting interest income of 116,797. Armadale made a loss before tax of million for the year ended 31 December This included administrative expenses of 770,277 in 2013, increased from 411,456 in 2012, principally as a result of expenses associated with fundraising and other corporate actions. The loss includes our share of the loss in MRI, together with an impairment of the Company s investment in MRI in 2013 amounting to million and a provision against a loan secured against MRI shares of 773,000. The Board is obliged to periodically review the carrying value of the Armadale s investments to determine if there has been any impairment in their values. Following such a review of the Company s investment in MRI, the Board have used the price at which the current re-organisation of MRI s balance sheet is taking place, being ZAR0.05, even though MRI currently trades at significant premium to this carrying value. The impairments described above therefore reflect appropriate provisions in the financial statements that have been made to reflect this valuation. As at 31 December 2013 Armadale had total assets of million (2012: million) and cash of 888,574 (2012: 550,181). FINANCIAL STATEMENTS Consolidated Statement of Comprehensive Income For the year ended 31 December 2013 Note Continuing operations Revenue - - Cost of sales - - Page 8 of 14

9 Gross profit - - Interest income 116,797 82,608 Administrative expenses (770,277) (489,347) Share based payment charge (98,000) - Share of loss of Associated Company and Impairment of investment (1,623,839) (537,238) Provision against loan (773,000) - Reclassification of exchange differences on disposal of a foreign operation - 77,891 Loss before tax (3,148,319) (866,086) Taxation - - Loss after tax for the year from continuing operations (3,148,319) (866,086) Discontinued operations Profit/(Loss) for the year from discontinued operations - 2,255,332 Total comprehensive (loss)/income for the year (3,148,319) 1,389,246 (Loss)/ Profit per share Pence Pence Basic and fully diluted From continuing operations 2 (0.16) (0.06) From continuing and discontinued activities (0.16) 0.09 There was no other comprehensive income for the year (2012: nil). Consolidated Statement of Financial Position As at 31 December Assets Non-Current assets Mineral properties 2,910,770 - Investments 636,862 2,148,050 Property, plant and equipment ,547,632 2,148,121 Current assets Trade and other receivables 430,082 1,167,631 Cash and cash equivalents 888, ,181 1,318,656 1,717,812 Total assets 4,866,288 3,865,933 Equity and liabilities Equity Page 9 of 14

10 Share Capital 2,472,076 2,297,060 Share premium account 13,240,323 10,856,029 Shares to be issued 1,352,000 - Share option reserve 1,526,361 1,428,361 Retained earnings (13,909,883) (10,761,564) Total equity 4,680,877 3,819,886 Current liabilities Trade and other payables 185,411 46,047 Total equity and liabilities 4,866,288 3,865,933 Consolidated Statement of Changes in Equity For the year ended 31 December 2013 Ordinary Shares Share Premium Shares to be issued Share Option Reserve FX reserves Retained Earnings Total Balance at 1 January ,247,060 10,856,029-1,428,361 77,891 (12,150,810) 2,458,531 Profit for the year ,389,246 1,389,246 Reclassification of exchange difference on disposal of a foreign operation (77,891) - (77,891) Total comprehensive income for the year Issue of ordinary shares for services rendered (77,891) 1,389,246 1,311,355 50, ,000 Balance at 31 December ,297,060 10,856,029-1,428,361 - (10,761,564) 3,819,886 Loss for the year (3,148,319) (3,148,319) Total comprehensive loss for the year (3,148,319) (3,148,319) Share based payments , ,000 Page 10 of 14

11 Shares issued and to be issued 175,016 2,429,896 1,352, ,956,912 Expenses of issue - (45,602) (45,602) Total other movements 175,016 2,384,294 1,352,000 98, ,009,310 Balance at 31 December ,472,076 13,240,323 1,352,000 1,526,361 - (13,909,883) 4,680,877 The following describes the nature and purpose of each reserve within owners equity: Reserve Description and purpose Share capital Share premium Shares to be issued Share option reserve Retained Earnings Foreign exchange reserves amount subscribed for share capital at nominal value amount subscribed for share capital in excess of nominal value, net of allowable expenses value of share capital to be issued in connection with the acquisition of Netcom reserve for share options granted but not exercised cumulative net gains and losses recognised in the statement of comprehensive income cumulative net gains and losses recognised on consolidation Consolidated Statement of Cash Flows For the year ended 31 December Cash flows from operating activities (Loss)/Profit before taxation (continued and discontinued) (3,148,319) 1,389,246 Depreciation Unrealised foreign exchange differences (15,033) - Profit on sale of listed investments 15,633 - Profit on disposal of subsidiary - 2,255,332 Share of loss of associated company and Impairment of investment 1,623, ,238 Provision against loan 773,000 - Interest income (116,797) - Page 11 of 14

12 Share based payments 98,000 - (769,606) 4,181,956 Changes in working capital Receivables 23,913 (4,952,307) Payables 10,525 (142,818) Net cash used in operating activities (735,168) (913,169) Cash flows from investing activities Purchase of shares in subsidiary (170,771) - Loan to associated company (67,979) - Purchase of listed investments (140,067) - Sale of listed investments 79,762 - Loan receipt - 389,420 Proceeds from disposal of subsidiary - 264,179 Interest income 116,797 - Net cash from/(used in) investing activities (182,258) 653,599 Cash flows from financing activities Proceeds from share placement 1,300,001 - Issue costs (45,602) - Net cash from financing activities 1,254,399 - Net increase/(decrease) in cash and cash equivalents 336,973 (259,570) Cash and cash equivalents at 1 January , ,751 Cash and cash equivalents acquired with subsidiary 1,420 - Cash and cash equivalents at 31 December , ,181 Notes to the condensed consolidated financial statements For the year ended 31 December Accounting policies 1.1. Statement of compliance The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Page 12 of 14

13 The principal accounting policies are set out below Going Concern The financial statements have been prepared on the going concern basis as, in the opinion of the Directors, at the time of approving the financial statements, there is a reasonable expectation that the Company will continue in operational existence for the foreseeable future Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation Mineral properties Mineral properties are recorded at cost and are amortised over their expected useful life on a pro rata basis of actual production for the period to expected total production. 2. (Loss)/Profit per share The calculation of loss per share is based on a loss of 3,148,319 (2102: loss from continuing operations of 866,086, profit from continuing and discontinued activities of 1,389,246) and on 1,953,345,063 ordinary shares (2012: 1,513,494,807), being the weighted average number of shares in issue during the year. There is no difference between the basic loss per share and diluted loss per share as the Group reported a loss for the year. The Company has issued options over ordinary shares which could potentially dilute basic earnings per share in the future. 3. Audit Status and availability of accounts Page 13 of 14

14 This preliminary announcement of results for the year ended 31 December 2013 is unaudited. The audited financial statements of the Company are expected to be available on the Company s website in the first week of June Page 14 of 14