1 For immediate release 27 March 2014 International Mining & Infrastructure Corporation Plc (AIM: IMIC) Interim results for the six months ended International Mining & Infrastructure Corporation plc (AIM: IMIC), the company focused on unlocking the value of iron ore in Africa, is pleased to announce its interim results for the six months ended. Highlights Acquisition of high quality iron ore assets in Cameroon via the purchase of Afferro Mining Inc. ( Afferro ) in December Work underway on the prefeasibility study for Nkout in Cameroon Accelerated production plan initiated at Ntem in Cameroon Raised significant new funds and facilities o o o Issued 18.1m of new equity, net of costs, and associated warrants with a strike value of an additional 50.8m at 32 pence per warrant Secured a 27m facility with Banque Atlantique Cameroun S.A. Afferro Mining Inc. (previously Afferro Holdings Limited), a wholly owned subsidiary of IMIC, issued an unsecured 30m bond and associated warrants with strike values of an additional 5.3m at 32 pence per warrant and 13.2m at 40 pence per warrant Attracted further, high quality additions to IMIC s management and advisory team including Liu Guoping s appointment as a Nonexecutive Director Profit for the six months ended of 4.1m, reflecting a noncash profit in connection with the accounting treatment of certain aspects of the Afferro acquisition (31 December 2012: net loss of 2.0m) Earnings per share of 0.06 ( 2012: net loss of 0.44) Cash and cash equivalents of 30m at Haresh Kanabar, IMIC s Chairman, said: Having completed the acquisition of Afferro in December, we now have high quality iron ore assets in Cameroon. We are already working on the ground in Cameroon, having put together a world class team of consultants and engineers to work on the Preliminary Feasibility Study for Nkout, a worldclass iron ore resource. We are also fasttracking production at Ntem, an exciting prospect with the potential to deliver early revenues owing to its proximity to the Cameroon coast. Contacts: International Mining and Infrastructure Corporation plc Haresh Kanabar, Chairman +44 (0) Ousmane Kane, CEO +44 (0) James Ward, Finance Director +44 (0) WH Ireland Limited Mike Coe +44 (0)
2 Buchanan Mark Court / Fiona Henson / Sophie Cowles +44 (0)
3 About IMIC IMIC s strategy, in conjunction with its strategic partner AIOG, is to work with African countries to create fundable solutions for infrastructure provision. In addition, IMIC will look to acquire interests in or control of junior iron ore miners where there is an opportunity for an infrastructure solution. IMIC considers such investments are attractive because IMIC will benefit from the uplift in the value of the investments once the infrastructure solution begins to be put in place. IMIC has made its first investment with the acquisition of Afferro Mining Inc, whose most advanced asset, Nkout, and other projects are located in Cameroon. IMIC plans to continue to develop Afferro s assets, including accelerating the feasibility studies of Afferro s smaller Ntem deposit, which is only 80km from Kribi deep water port. AIOG, through its extensive regional expertise, governmental relationships and strategic alliances, will take the lead in developing iron ore mining related infrastructure solutions. It is intended that the infrastructure projects will be largely debt funded with whatever equity component is required being provided by IMIC in view of its ability, as a company whose shares are traded on AIM, to access the capital markets. The development costs for such projects will be funded by the Company. IMIC believes that miningrelated infrastructure in Africa, mainly railways and seaports, should be multiuser and that it should serve a number of mines, even when the mines are operated by competing companies. They also believe that if practicable such infrastructure should be multipurpose, carrying general freight and passenger traffic. In this way, the miningrelated infrastructure can provide the backbone of a country s transport system, playing a key role in economic and social development. IMIC s focus will initially be on iron ore opportunities in West and Central Africa. The demand for iron ore is currently being driven by China which consumes approximately 70 per cent. of the world s current annual production. As the urbanization of China continues demand for iron ore is expected to remain at significant levels through to The iron ore projects currently identified in West and Central Africa have the potential to produce at least 400 million tonnes of iron ore each year. This would establish Africa as a global player, alongside Australia and Brazil, in the iron ore industry. The African continent is known to be rich in iron ore resources with the largest untapped iron ore bodies found in West and Central Africa. Within this region three major iron ore clusters have been identified. The first cluster is present within Mauritania, one of a very few iron ore producing countries in Africa. The second cluster includes Guinea, Sierra Leone and Liberia and the final cluster includes Cameroon, Gabon and the Republic of Congo. In order to help deliver its infrastructure solutions, IMIC and AIOG are establishing strategic partnerships with various Chinese state owned companies. These companies are involved in railway and port construction, power, iron ore beneficiation and iron ore marketing. These relationships are intended to give AIOG and IMIC the ability to deliver infrastructure solutions and to guarantee the onward sale of iron ore in China. Agreements have been signed by AIOG and in some cases the Company with the following Chinese companies (or their subsidiaries): China Railway Eryuan Engineering Group (CREEC): EPC contractor China Railway Group (CREC): Railways and Ports China Machinery Engineering Corporation, (CMEC), Power China Railway Materials Co. Ltd, (CRM): Offtake China Huaye Group Co. Ltd, (MCC Huaye): Ore beneficiation Hebei Iron and Steel Company, (Hebei): Steel production IMIC shares are traded on the London Stock Exchange s AIM market under the ticker symbol IMIC.
4 Chairman s Statement I am delighted to report the financial results of International Mining & Infrastructure Corporation plc ( IMIC or the Company ) for the six months ended and to provide a summary of progress during the current year. The key focus during the period was completing the final stages of the acquisition of Afferro Mining Inc ( Afferro ), which we achieved close to the year end. This was a transformational transaction for IMIC. Following the completion of the acquisition, IMIC is now the owner of four iron ore licences in Cameroon. We were attracted to these assets for a number of reasons but I would highlight the quality of the product which can be produced and the advanced port infrastructure at Kribi. The economic progress being made in Cameroon is underlined by the development of this deep water port, which is expected to receive its first ships this year. Associated infrastructure at the port includes 216MW of electricity generation, which is already operational. The ore we intend to ship from Kribi is readily beneficiable to a very high quality product, which we believe should achieve a good price premium in the market. Nkout, which has 2.5bn tonnes of identified resources, is a worldclass iron ore deposit 330km away from the port at Kribi. Once we have achieved a definitive feasibility study (DFS) for Nkout, which we plan to commence in 2015, we plan to work with our strategic partner African Iron Ore Group ( AIOG ) and a consortium of Chinese partners to deliver the infrastructure solution to evacuate c.35 million tonnes per annum (mtpa) of product from the mine to the port. Ntem is a smaller deposit, but at around 80km from the coast is close to the port and power available at Kribi. Here, the plan is to fast track production of c.4mtpa via a slurry pipeline within the next three years to achieve early cash flows. As announced on 17 March 2014, we intend to begin a definitive feasibility study (DFS) for Ntem in early Q3 this year and we have appointed the engineering consultant Mott MacDonald to advise on critical elements including power, port facilities and the slurry pipeline. We are also currently drilling at Ntem to produce a new mineral resource estimate and SGS in Australia is conducting metallurgical test work. The two other Afferro licences, Ngoa and Akonolinga, are attractive opportunities for future development, but initially we are focusing management attention on the Nkout and Ntem opportunities. I am pleased to report that we have already begun work on the ground in Cameroon. This work is focused on fasttracking production at the Ntem project to achieve early revenues and to developing Nkout with its own, fully funded infrastructure solution. Another key achievement during the period was the recruitment of some highly talented and experienced people to build IMIC s management and advisory team for the next stage of the Company s growth. First, we should take a moment to reflect on the achievement of acquiring Afferro in a difficult financing market for natural resources companies. The acquisition is a key step towards our achieving our ambition of becoming a significant player in the African iron ore market by creating a West African iron ore champion. I would like to thank all involved in the Afferro acquisition for their hard work. Special thanks go to Ousmane Kane, our CEO, a Mauritanian national who joined IMIC in January and who has brought a wealth of knowledge of the African iron ore industry. Ousmane s experience spans iron ore, finance and government he has previously served as director general of Mauritania's stateowned iron ore company (Société Nationale Industrielle et Minière), as Mauritania's minister of finance, as governor of the Central Bank of Mauritania and as a senior adviser to Mauritania's Head of State.
5 I would like to express my sincere gratitude to all our investors, who gave us the financial support required to complete this exciting transaction. I would also like to reiterate my welcome to Afferro s shareholders and employees and look forward to their contribution to IMIC s development. The financing package for the completion of the Afferro acquisition included raising US18.1m of new equity, net of issue costs. Participants in the placing received one ordinary share and two warrants with a strike price of 32p for a combined 27p consideration. In addition to the equity, Afferro Holdings Limited, a wholly owned subsidiary of IMIC issued an unsecured US30m bond. In anticipation of the completion of the acquisition, IMIC secured a US27m facility with Banque Atlantique Cameroun S.A. Banque Atlantique is an ideal partner for IMIC, with a focus on West Africa and people on the ground helping to support businesses and develop the region. The financing facility enables IMIC to engage and work more actively with local partners in Cameroon, and to develop our iron ore assets on the ground there. We were fortunate during the period in being able to attract additional high quality nonexecutives, executives and advisers to further build our management and advisory team in preparation for the development of the Ntem and Nkout projects. Liu Guoping joined IMIC as a Nonexecutive Director in September. He brings broad experience and strong strategic connections for developing partnership opportunities in Africa s iron ore sector. Mr Liu Guoping was a former Senior Vice President of CRM and Nonexecutive Director of African Minerals Ltd and FerrAus Ltd. He is presently Chairman of Orix Group China and Orix Asia Limited. His knowledge and connections with CRM, one of IMIC s most important strategic partners in the development of Nkout, is invaluable. Mohamedoune Khalifa Ould Beyah was appointed as Chief Operating Officer in September. Khalifa has extensive operational and commercial experience in the African iron ore industry. He was formerly the Chief Operating Officer of Mauritania s Société Nationale Industrielle et Minière, and managing director of the company s Paris division. Also in September, Malcolm Titley was appointed as a technical adviser to IMIC. Mr Titley, a qualified geologist, has over 30 years experience in the minerals industry including mine and production geology, resource estimation and feasibility studies. Malcolm will advise on various technical matters relating to new acquisitions or mine developments. Post Period End Since the period end, we have moved ahead rapidly with the development of the Ntem and Nkout projects. We have put together a world class team of consultants and engineers to work on the Preliminary Feasibility Study ( PFS ) for Nkout. With Hatch overseeing the overall process, CREEC, who will be the EPC contractor for the building of the infrastructure solution at Nkout, is undertaking the rail and port elements of the study. This early involvement in the project demonstrates its commitment to the consortium we have put together with our strategic partner AIOG. We look forward to the results of the PFS in September At Ntem, we have changed the focus of the project with a view to develop a 4mtpa project using a slurry pipeline to evacuate the ore to Kribi Port. With drilling underway to better define the ore body at Ntem, we believe that this has the potential to be a very attractive near term prospect for IMIC. Prior to the new mineral resource estimate, assuming that the existing indicated and inferred resources are extracted, and long term iron ore pricing of 100 per tonne, a high level economic estimate by IMC suggests a value of c.us770m and an IRR of 41%. In addition to the strategic development of the business, a holder of our 12% convertible bonds, which were issued in June, notified the Company of its intention to convert the majority of the US25m of outstanding bonds into equity two years early. This move reduces the gearing of the Company and reduces our cash outgoings on interest payments by c.us2.7m per year.
6 Financials As seaborne iron ore is traded in US Dollars and the majority of items in our capital expenditure will be similarly Dollar denominated, we have taken the decision to change our reporting currency at this point from Pounds Sterling to US Dollars. While this should make our reporting more transparent when we are in production, it has created a number of noncash artefacts at the consolidated level in the current period, as the Dollar/Sterling exchange rate moved significantly during the period when we were raising finance, purchasing an initial equity stake in Afferro and subsequently purchasing the remaining shares in Afferro we didn t already own. Transaction costs associated with the acquisition of Afferro for the six months period ended 31 December of 8.2m has led to an increase in operating loss of 8.0m to 10.4m. As a result of the completion of the acquisition of Afferro, the shares in Afferro we previously had purchased in the market were deemed to have been disposed at the offer price of 120p per share, resulting in a gain of 13.2m in accordance with IFRS 3 Business Combinations. This noncash profit from the accounting treatment of our initial stake in Afferro was the primary driver of a profit for the six months period ended of 4.1m in contrast to a loss in the previous period of 2.0m. Interest income on AIOG s loan has risen by 0.9m to 1.8m due to a higher average loan balance during the current period. Interest expense at 6.8m is 6.6m higher than the same period last year as most of the bonds and convertible loan notes were issued in. Foreign exchange gain of 3.1m relates to unrealised revaluation losses on bonds and cash balances. The recalculation of the fair value of the embedded derivative, which relates to the option to convert the 25m 12% convertible bond issued in June into IMIC plc equity, at the end of the current period resulted to a gain of 4.6m mainly due to an increase in assumed forward rate from 1.52 at 30 June to 1.63 at. Additional shares issued to AIOG in accordance with the antidilution provision in the relationship agreement were treated as a cost the Company 1.9m. On the balance sheet, exploration and evaluation assets and other noncurrent assets acquired from Afferro amounted to 145.8m. Goodwill arising from a deferred tax liability on the fair value uplift of exploration and evaluation assets amounted to 14.0m. Investments in Afferro which, as discussed above had been previously accounted for as financial assets, were derecognised from noncurrent assets at their carrying values on completion of acquisition, resulting in a reduction of 23.3m. The Company advanced 1.6m to AIOG during the period and interest earned of 1.8m brought the receivable balance to 17.5m at. Current assets have declined by 19.5m to 31.6m at. Cash decreased 15.6m during the period, as explained below. The 5m held in escrow for equity participation at 30 June was released following the completion of the private placing concurrent with the acquisition of Afferro. Receivables and inventories acquired from Afferro amounted to 0.9m. Current liabilities increased by 10.7m as a 9.3m loan due in October 2014 is now within one year of its redemption date, higher accrued interest of 0.9m and higher trade payables of 0.5m. Noncurrent liabilities have increased by 81.9m to 155.5m at mainly due to the issuance of convertible loan notes to Afferro shareholders of 55m (with a carrying value of 55.5m at ), issuance of the 30m Afferro Holdings Limited bond (with a carrying value of 23.4m at ) and a deferred tax liability of 14.0m which was recognised on the fair value uplift of the Afferro exploration and evaluation assets offset by the reclassification of the above 9.3m loan due in October 2014 to current liabilities and decrease in the fair value of embedded derivative of 4m. Cash outflows from operations amounted to 9.1m mainly due to costs in relation to the acquisition of Afferro and corporate overheads. Cash outflows from investing activities amounted to 50.1m of which advances to AIOG amounted to 1.6m, additional investment in Afferro cost 2.2m and the acquisition of Afferro resulted in a net outflow of 46.0m. The Company s financing activities raised 38.7m primarily from the net proceeds from the private placing undertaken concurrent with the acquisition of Afferro of 18.1m, 24.4m issuance of bonds and warrants (net of fees) offset by interest paid on borrowings of 3.8m. Cash also increased by 4.8m due to rise in GBP:USD exchange rate from 1.52 at 30 June to 1.65 at resulting in a translation gain on consolidation of the cash held by the Company and a revaluation gain on the GBPdenominated bank account held by a USDreporting subsidiary.
7 Outlook We have already started work developing the Ntem and Nkout projects, with studies underway at Ntem preparing the way for the DFS, which we plan to start in Q3 this year. On Nkout, we look forward to the results of the PFS commissioned in January, which we anticipate to be delivered in September this year. While iron ore pricing remains volatile, we see structural support to long term pricing from the high cost of Chinese domestic production. While this supports seaborne iron ore pricing, it also drives the strategic imperative for China to help us create a West African iron ore champion of global scale. Work is progressing well and we expect the current year to bring us closer to our target of developing Ntem and Nkout so that we can ship iron ore from Cameroon for the first time. Haresh Kanabar Chairman 27 March 2014
8 INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE SIX MONTHS ENDED 31 DECEMBER Note 6 months ended 6 months ended 2012 Administrative expenses (2,194,412) (2,437,232) Exceptional items 3 (8,209,449) Operating loss (10,403,861) (2,437,232) Finance income 5 1,804, ,241 Finance cost 5 (6,779,076) (133,517) Net foreign exchange gain/(loss) 3,061,317 (193,052) Gain on disposal of investment in Afferro Mining Inc. 3 13,223,874 Impairment of available for sale investment 9 (6,659) Change in fair value of investment ,329 Change in fair value of embedded derivative 14 4,571,932 Fair value of shares issued to AIOG under antidilution agreement 15 (1,918,573) Profit/(Loss) before taxation 4,109,486 (1,925,560) Tax charge (33,363) Profit/(Loss) for the period attributable to shareholders of the Company 4,109,486 (1,958,923) Basic and diluted earnings/(loss) per share (0.44)
9 INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) AS AT 31 DECEMBER Note 6 months ended 6 months ended 2012 Profit/(Loss) for the period 4,109,486 (1,958,923) Available for sale investments Gains/(Losses) arising during the period 9 3,913,022 (4,898) Less: reclassification adjustments to gain on disposal included in profit for the period 3 (4,441,172) Exchange differences on translation of foreign operations 1,851,062 27,921 Total other comprehensive (loss)/income 1,322,912 23,023 Total comprehensive income/(loss) for the period attributable to shareholders of the Company 5,432,398 (1,935,900) All results relate to continuing activities.
10 INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED) AS AT 31 DECEMBER Assets Note 30 June Noncurrent assets Exploration and evaluation assets 7 142,902,254 Goodwill 3 13,985,712 Property, plant and equipment 8 2,711, ,626 Investments AIOG 175, ,309 Investments Available for sale 9 9,350 18,301,133 Investments Fair value through profit and loss 10 5,043,149 Loans and receivables 11 17,487,467 14,127,677 Other assets 608,092 Total noncurrent assets 177,880,694 37,772,894 Current assets Cash and cash equivalents 30,069,421 45,642,920 Other financial assets 4,999,869 Trade and other receivables , ,132 Inventories 700,301 Total current assets 31,551,651 51,060,921 Total assets 209,432,345 88,833,815 Liabilities Current liabilities Trade and other payables 8,697,045 8,190,719 Borrowings 12 10,344, ,093 Convertible loan notes , ,329 Total current liabilities 19,687,550 9,025,141 Noncurrent liabilities Borrowings 12 65,149,486 49,625,286 Convertible loan notes 13 71,714,609 15,314,193 Embedded derivative 14 4,683,837 8,710,013 Deferred tax liability 3 13,985,712 Total noncurrent liabilities 155,533,644 73,649,492 Total liabilities 175,221,194 82,674,633 Net assets 34,211,151 6,159,182 Equity Share capital 15 1,731,732 1,575,154
11 Share premium account 15 38,459,549 18,537,201 Sharebased payment reserve 16 1,549,132 30,416 Availableforsale reserve 528,150 Warrant reserve 17 1,364, ,819 Translation reserve 1,688,656 (162,406) Accumulated losses (10,448,666) (14,558,152) Equity attributable to equity holders of the parent 34,345,134 6,159,182 Noncontrolling interest (133,983) Total equity 34,211,151 6,159,182
12 INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) FOR THE SIX MONTHS ENDED 31 DECEMBER Share Share Share Based Payment Availableforsale Warrant Translation Accumulated Equity Attributable Noncontrolling Total capital premium reserve reserve reserve reserve losses to owners interest equity Balance at 1 July ,575,154 18,537,201 (50,673) (4,916,332) 15,145,350 15,145,350 Loss for the period (1,958,923) (1,958,923) (1,958,923) Other comprehensive loss for the period 4, , , ,995 Balance at ,575,154 18,537,201 4, ,424 (6,875,255) 13,685,422 13,685,422 Loss for the period (7,682,897) (7,682,897) (7,682,897) Other comprehensive loss for the period 523,252 (605,830) (82,578) (82,578) Issue of warrants 208, , ,819 Share based payments 30,416 30,416 30,416 At 30 June 1,575,154 18,537,201 30, , ,819 (162,406) (14,558,152) 6,159,182 6,159,182 Profit for the period 4,109,486 4,109,486 4,109,486 Other comprehensive loss for the period (528,150) 1,851,062 1,322,912 1,322,912 Share based payments Issue of share capital, net of issue costs 156,578 19,922,348 1,549,132 (30,416) 1,549,132 20,048,510 1,549,132 20,048,510 Issue of warrants 1,155,912 1,155,912 1,155,912 Acquisition of Afferro (133,983) (133,983) At 1,731,732 38,459,549 1,549,132 1,364,731 1,688,656 (10,448,666) 34,345,134 (133,983) 34,211,151
13 INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED 31 DECEMBER 6 months ended 6 months ended 2012 Profit/(Loss) before tax 4,109,486 (1,925,560) Depreciation 20,518 6,364 Shares issued under antidilution agreement 1,918,573 Gain on disposal of investment in Afferro (13,223,874) Sharebased payment 1,549,132 Interest income (1,804,203) (838,241) Interest expense 6,779, ,517 Impairment and change in fair value of investments (545,682) Foreign exchange (3,061,317) 193,052 Change in fair value of embedded derivative (4,571,932) Cash flow from operating activities before changes in working capital (8,830,223) (2,430,868) Increase/(decrease) in receivables (75,227) 2,621 Increase in payables (166,295) (762,957) Net cash outflow from operating activities (9,071,745) (3,191,204) Investing activities Interest received 43,378 8,761 Loan advanced to AIOG (1,647,124) (4,888,275) Purchase of property, plant and equipment (7,399) (5,098) Exploration and evaluation assets (187,849) Investment in Afferro (2,240,804) (3,185,200) Acquisition of Afferro (46,033,968) Net cash used in investing activities (50,073,766) (8,069,812) Financing activities Proceeds from share issuance 19,185,682 6,370,400 Share issue costs (1,057,984) Proceeds from issue of bond and warrants 30,000,000 9,962,191 Bond commission costs (5,624,210) Interest paid (3,775,001) (133,517) Proceeds from BAML bridging loan 60,000,000 Payment of BAML bridging loan (60,000,000) Net cash from financing activities 38,728,487 16,199,074 (Decrease)/Increase in net cash and cash equivalents (20,417,024) 4,938,058 Reconciliation to net funds Cash and cash equivalents at beginning of period 45,642,920 4,361,849 Foreign exchange movement 4,843, ,239 Cash and cash equivalents at end of period 30,069,421 9,496,146
14 INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED 31 DECEMBER 1 Basis of preparation International Mining & Infrastructure Corporation Plc (the Company or together with its subsidiaries the Group ) is a public limited company incorporated and domiciled in England and Wales under the Companies Act Its registered office is 40 New Bond Street, London, W1S 2RX. These unaudited interim consolidated financial statements for the six months ended ( interim consolidated financial statements ) have been prepared under the historical cost convention. The preparation of the interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. The information for the year ended 30 June does not constitute statutory accounts as defined under section 434 of the Companies Act The Company s statutory financial statements for the year ended 30 June have been audited by the Company s external auditor and lodged with the United Kingdom Companies House. The auditor s report on those accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under Section 489(2) or (3) of the Companies Act The Directors consider the use of the going concern assumption to be appropriate. At the Company had cash and cash equivalents on hand of 30,611,665 and unused credit facility with Banque Atlantique Cameroun S.A. of 27,000,000. In making their going concern assessment, the Directors have considered Group budgets and cash flow forecasts for a period of at least the next 12 months and believe that IMIC has sufficient working capital to continue in operational existence for at least the next 12 months. The Directors are confident of raising sufficient additional working capital to further IMIC s investment strategy and such investment decisions are conditional on the suitability and availability of sufficient working capital. As a result the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the interim consolidated financial statements. 2 Significant accounting policies The annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards as adopted for use by the European Union. The interim consolidated financial statements included in this report have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as adopted by the European Union. The same accounting policies, presentation and methods of computation are followed in these interim consolidated financial statements as applied in the Group s financial statements for the year ended 30 June. In addition, the Group has adopted the following accounting policies following the acquisition of Afferro Mining Inc. ( Afferro ) as described in Note 3. Business combinations The acquisition of subsidiaries is accounted for under the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values, at the acquisition date, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisitionrelated costs are recognised in profit or loss as incurred. Where a business combination is achieved in stages, the Group s previouslyheld interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquire prior to the acquisition date that have been previously recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.
15 Foreign currencies Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the profit or loss for the period. Exchange differences arising on the retranslation of nonmonetary items carried at fair value are included in the profit or loss for the period except for differences arising on the retranslation of nonmonetary items in respect of which gains and losses are recognised directly in equity. For such nonmonetary items, any exchange component of that gain or loss is also recognised directly in equity. The functional currency of the Company is pounds sterling and the functional currency of most of its subsidiaries is US dollars. The acquisition of Afferro has changed the main focus of the Group from investing in the mining sector into exploring and developing iron ore properties in Cameroon. As such the Directors consider US dollars to most faithfully represent the economic effects of events, conditions, future direction and investment opportunities of the Group and have therefore used US dollars as its presentation currency. The consolidated financial statements had in previous periods been presented in pound sterling. In the interim consolidated financial statements, all separate financial statements of subsidiary entities, originally presented in a currency different from the Group s presentation currency, have been converted into US dollars. Assets and liabilities have been translated into US dollars at the closing rate at the balance sheet date. Income and expenses have been translated at the average rates over the reporting period. Any differences arising from this procedure have been charged/credited to Translation reserve in equity. Exploration and evaluation assets Exploration and evaluation assets relate to capitalised costs of acquiring, exploring and evaluating mineral properties. It includes maintaining the rights to explore, investigate, examine and evaluate an area for mineralisation. These include conducting geological and environmental studies, exploratory drilling and sampling, metallurgical testing, engineering consulting and other costs incurred in evaluating the technical feasibility and commercial viability of extracting a mineral resource. Prelicence costs are expensed in the period in which they are incurred. Exploration and evaluation assets are capitalised until such time that the activities have reached a stage which permits a reasonable assessment of the existence of commercially exploitable reserves and a decision is made to proceed with the development of the mine at which time, the exploration and evaluation assets are transferred to property, plant and equipment. Exploration and evaluation assets are not amortized but are reviewed for impairment at each balance sheet date or when events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill Goodwill arising from business combination is recognised as an asset at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interest in the acquire and the fair value of the acquirer s previously held equity interest (if any) in the entity over the net of the acquisitiondate amounts of the identifiable assets acquired and the liabilities assumed. Goodwill is not amortised but it is reviewed for impairment at least annually. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and any impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is charged to profit or loss so as to write off the costs of assets over their estimated useful lives, using the straightline method commencing in the month following the purchase on the following basis: Machinery and equipment Vehicles 25 years 5 years
16 The gain or loss arising on the disposal of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the profit or loss for the period. Inventories Inventories are stated at the lower of cost and net realisable value. Net realisable value represents the estimated selling price in the ordinary course of business less marketing costs. 3 Acquisition of Afferro On 19 December, the Company, through its wholly owned subsidiary, Afferro Holdings Limited, completed its acquisition of 80.03% equity interest in Afferro shares which it did not already own by way of a courtapproved plan of arrangement under the British Columbia Business Corporations Act (the Arrangement ). Under the Arrangement, holders of Afferro shares received a consideration satisfied by 0.80 per share in cash plus a 2year unsecured convertible loan note issued by the Company with a principal amount of 0.40, carrying simple annual interest of 8%. The Company also agreed to purchase all of Afferro s issued and outstanding stock options ( Afferro Options ) for 6,060,003, an amount equal to the difference between 1.20 and the exercise price of each Afferro Option. The strategy of IMIC and AIOG, its strategic partner, is to identify opportunities where an infrastructure solution is required to unlock the inherent value of a particular iron ore resource and for IMIC, as well as providing development costs, to invest either in the resource assets or the required infrastructure or both. China, where urbanization is underpinning the demand for imported iron ore, is central to the delivery of this strategy, and IMIC and AIOG are working in partnership with major stateowned Chinese enterprises that specialise in engineering, rail and seaport construction, power, and iron ore offtake. The acquisition of Afferro fits directly with this strategy in that Afferro s iron ore assets, all of which are in Cameroon, are located in an emerging iron ore district that currently lacks an infrastructure solution. Afferro s key asset is the Nkout Project which is 100% owned (subject to government rights) and has an Indicated Mineral Resource Estimate of billion tonnes (Bt) at 33.28% iron and an Inferred Mineral Resource Estimate of 0.918Bt at 30.83% iron. Afferro s portfolio also includes the Ntem and Akonolinga Projects which are 100% owned (subject to government rights) and a 70% interest (subject to government rights) in the Ngoa Project, an exploration target bordering Nkout. Given that Ntem is located only 80 kilometres from Kribi port, the Directors believe that this might provide a potential opportunity for fast tracking iron ore production, subject to completing appropriate studies. The Company s previously held equity interests in Afferro held as available for sale and at fair value through profit and loss were treated as if it were disposed of and reacquired at fair value on the acquisition date of 41,140,596 with the resulting gain of 13,223,874 recognised in the profit for the period, net of 4,440,180 reversal of previously recorded changes in the fair value of the investment in other comprehensive income. The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the following table. Assets Exploration and evaluation assets 142,714,405 Property, plant and equipment 2,513,967 Other assets 608,092 Cash and cash equivalents 69,952,333 Trade and other receivables 251,082 Inventories 700,301 Total assets acquired 216,740,180 Liabilities Trade and other payables (4,784,117) Deferred tax liability (13,985,712) Total liabilities assumed (18,769,829) Noncontrolling interest 133,983 Net assets acquired 198,104,334 Goodwill arising on acquisition 13,985,712
17 212,090,046 Satisfied by: Cash consideration for Afferro shareholders 109,926,298 Convertible loan notes (Note 13) 54,963,149 Cash consideration for Afferro option holders 6,060,003 Fair value of investment in Afferro 41,140, ,090,046 The fair value assessment of the consideration transferred, the assets acquired and the liabilities assumed has been reviewed in accordance with IFRS 3 Business Combinations. The fair values are provisional as at due to the complexity of the acquisition and due to the inherently uncertain nature of the mining sector, in particular, in valuing the exploration and evaluation assets. The review of the fair value of the consideration transferred, assets acquired and liabilities assumed will be completed within 12 months of the acquisition. The goodwill balance is the result of recognising a deferred tax liability on the fair value uplift of exploration and evaluation assets acquired from Afferro. Deferred tax liability was calculated as the difference between the tax effect of the fair value of the exploration and evaluation assets acquired from Afferro and their tax base. Acquisitionrelated costs which are presented as exceptional items in the consolidated statement of comprehensive income for the six months ended amounted to 8,209,449 (total of 10,358,682) including the fair value of share options granted to certain directors, employees and one of the Company s strategic advisors of 1,549,132 (Note 16). The net cash outflow arising from the acquisition amounted to 46,033,968, excluding acquisitionrelated costs. Afferro contributed nil to the Group s loss for the period from 19 to. If the acquisition of Afferro had been completed on 1 July, the Group s finance income would have been 2,356,296 and net profit would have turned into a net loss of 2,104,675 for the six months ended 31 December. The group companies at are set out below: Company Place of incorporation Percentage Afferro Mining Inc. and its subsidiaries: Canada ownership 100% Mano River Iron Ore Holdings Limited and its subsidiaries: Republic of Seychelles 100% Fermont Mining Limited and its subsidiaries: Republic of Seychelles 100% Caminex SA Cameroon 100% Fermont Mining SARL * Cameroon 100% Ridgeway Energy Limited and its subsidiary: Republic of Seychelles 70% Ridgeway Energy SARL Cameroon 100% Affcam Limited * Republic of Seychelles 100% Camferro Resources Limited * Republic of Seychelles 100% Gofe Resources Limited * Republic of Seychelles 100% African Aura Resources (UK) Limited United Kingdom 100% IMIC Investments Limited * British Virgin Islands 100% * Dormant company
18 4 Segmental information Following the acquisition of Afferro, the Company s business segments have changed to exploration and development of iron ore properties in Cameroon and corporate and other activities including its investment in African Iron Ore Group Limited ( AIOG ). As at Exploration and development Corporate and other activities Total Segment assets 146,840,193 62,592, ,432,345 Segment liabilities (1,186,218) (174,034,976) (175,221,194) For the 6 months ended Profit for the period 4,109,486 4,109,486 As at 30 June Segment assets 88,833,815 88,833,815 Segment liabilities (82,674,633) (82,674,633) For the 6 months ended 2012 Loss for the period (1,958,923) (1,958,923) 5 Finance income and costs 6 months ended 6 months ended 2012 Interest income on longterm loans 1,760, ,479 Interest income on shortterm bank deposits 43,378 8,762 Total finance income 1,804, ,241 Interest on borrowings (4,231,228) (133,517) Interest on convertible loan notes (2,547,848) Total finance costs (6,779,076) (133,517)
19 6 Basic and diluted earnings/(loss) per share 6 months ended 6 months ended 2012 Earnings/(loss) Earnings for the purposes of basic earnings/(loss) per share 4,109,486 (1,958,923 Effect of dilutive potential ordinary shares: Interest on convertible loan notes 140,234 Earnings for the purposes of diluted earnings/(loss) per share 4,249,720 (1,958,923 Weighted average number of shares outstanding Weighted average number of shares outstanding for the purposes of basic earnings/(loss) per share 67,646,299 4,467,588 Effect of dilutive potential ordinary shares: Convertible loan notes 7,869,315 Share options 8,829 Antidilution agreement with AIOG 787,814 Weighted average number of shares outstanding for the purposes of diluted earnings/(loss) per share 76,312,257 4,467,588 7 Exploration and evaluation assets At 1 July Acquisition of Afferro (Note 3) 142,714,405 Additions during the period 187,849 At 142,902,254 8 Property, plant and equipment Machinery and equipment Vehicles Total Cost At 1 July 175, ,727 Acquisition of Afferro (Note 3) 1,435,025 1,078,942 2,513,967 Additions 7,399 7,399 Foreign exchange 65,746 10,593 76,339 At 1,683,897 1,089,535 2,773,432 Depreciation At 1 July 37,101 37,101 Charge for the period 20,518 20,518 Foreign exchange 3,963 3,963 At 61,582 61,582 Carrying value At 30 June 138, ,626 At 1,622,315 1,089,535 2,711,850
20 9 Investments Available for sale Rainy Mountain Royalty Corporation Afferro Total At 1 July ,007 19,007 Additions during the year 18,112,819 18,112,819 Change in fair value 4, , ,149 Impairment (3,989) (354,853) (358,842) At 30 June 19,998 18,281,135 18,301,133 Additions during the period 2,240,804 2,240,804 Change in fair value (3,989) 3,917,011 3,913,022 Deemed disposal of investment in Afferro (Note 3) (24,438,950) (24,438,950) Impairment (6,659) (6,659) At 9,350 9,350 In July, the Company purchased 1,886,000 shares in Afferro at an average price of 79.7 pence per share. 10 Investments Fair value through profit and loss At 1 July 2012 Investment in Afferro 3,041,600 Change in fair value 2,001,549 At 30 June 5,043,149 Change in fair value 556,329 Deemed disposal of investment in Afferro (Note 3) (5,599,478) At 11 Trade and other receivables 30 June Due within one year: Other receivables 421, ,147 Prepayments and accrued income 360, , , ,132 Amounts falling due after one year: Loan and other receivables 13,495,708 11,896,802 Accrued interest receivable 3,991,759 2,230,875 17,487,467 14,127,677
21 12 Borrowings 30 June Amounts falling due within one year: 10 million October loan fixed rate 9,298,692 Interest payable 1,045, ,093 10,344, ,093 Amounts falling due after one year: 15 million April loan fixed rate 12,534,225 12,195, million May loan fixed rate 12,498,530 12,159, million Afferro Holdings June loan fixed rate 16,724,926 16,322, million Afferro Holdings November loan fixed rate 23,391, million October loan fixed rate 8,947,947 65,149,486 49,625,286 On 26 November, the Company s wholly owned subsidiary, Afferro Holdings Limited, issued an unsecured bond with a drawable value of 100 million of which 30 million was drawn down. The bond instrument carries an interest of 9% per annum. The bonds are repayable on 20 December Convertible loan notes 30 June Amounts falling due within one year: Interest payable 645, ,329 Amounts falling due after one year: Convertible loan notes issued to Afferro shareholders 55,502, million convertible bond note 16,211,850 15,314,19 71,714,609 15,314, The convertible loan notes issued on completion of the Company s acquisition of Afferro ( CLN ) has a principal amount of 40 pence and is for a two year period. The CLN are unsecured and rank pari passu with other unsecured debt obligations of IMIC. The CLN accrue interest of 8% per annum, which will be rolled up and paid at the end of its two year term. Upon maturity, the CLN together with the accrued interest will be paid either in cash or converted into shares in the Company at the equivalent market value of such ordinary shares at the time of conversion, at the Company s discretion. The CLN can be redeemed early at the option of the Company, with accrued interest to the date of redemption. The movement in the convertible loan notes issued to Afferro shareholders during the period is as follows: At 19 December (Note 3) 54,963,149 Interest charged 140,324 Foreign exchange 399,286 At 55,502,759
22 14 Embedded derivative 30 June Balance at the beginning of the period 8,710,013 Initial value of embedded derivative 6,714,496 Change in fair value (4,571,932) 1,995,517 Foreign exchange 545,756 4,683,837 8,710,013 The change in fair value is a result of change in assumptions used to value the embedded derivative: 30 June Risk free interest rate 1.8% 1.8% Expected life 2.8 years 3.3 years Expected volatility 32% 36% Exchange rate Share capital and share premium Number of shares Share capital Share premium Balance at 1 July 64,518,689 1,575,154 18,537,201 Private placing 43,519, ,116 17,985,583 Other shares issued 76, ,404 Shares issued under antidilution agreement 4,359,688 14,211 1,904, ,475,258 1,731,732 38,459,549 Concurrent with the acquisition of Afferro, the Company issued 43,519,958 ordinary shares at 27 pence each in a private placing on 19 December raising proceeds of 18.1 million, net of issue costs of 1.1 million. The Company also issued 76,293 ordinary shares to settle an outstanding invoice which was accounted for under share based payment reserve as at 30 June. The relationship agreement with AIOG contains a mutual antidilution provision whereby in the event that either IMIC or AIOG issue share capital they are required to issue 10% of the share capital issued to the either party in order to maintain the Group s mutual 10% holding in each other. As a result of the shares issued on the private placing, the Company granted 4,359,688 shares to AIOG. The fair value of the shares issued to AIOG of 1,918,573 was recognised as an expense in the consolidated statement of comprehensive income. 16 Share based payments Following completion of acquisition of Afferro, the Company granted 4,776,000 share options to Directors (Note 18), 1,750,000 share options to certain employees and 1,000,000 share options to one of the Company s strategic advisors. These share options vested immediately and will be exercisable at 27 pence per share. The share options have been determined to have a fair value of 1,549,132 using the BlackScholes model with the following assumptions: Dividend yield 0% Risk free interest rate 1.67% Expected life 2 years Expected volatility 32% Weighted average exercise price 27 pence
23 The following illustrates the number and weighted average exercise prices ( WAEP ) of, and movements in, share options during the period. Number of options WAEP pence At 1 July 100, Granted during the period 7,526, At 7,626, Warrants On 26 November the Company issued 20,000,000 warrants to subscribe for ordinary shares in connection with the issue of the 30 million Afferro Holdings November loan fixed rate bond. These warrants are exercisable at 40 pence per ordinary share and the right is exercisable up to 19 December The fair value of these warrants was 589,882 and are amortised as a bond issue cost over the life of the bond using the effective interest method. On 26 November the Company issued 10,000,000 warrants to subscribe for ordinary shares in connection with the issue of 30 million Afferro Holdings November loan fixed rate bond. These warrants are exercisable at 32 pence per ordinary share and the right is exercisable up to 19 December The fair value of these warrants was 566,030 and are amortised as a bond issue cost over the life of the bond using the effective interest method. The Company issued 96,299,376 warrants to subscribe for ordinary shares equivalent to two warrants for each share issued as part of the private placing on 19 December. The warrants are exercisable at 32 pence per ordinary share and expire on 19 December The fair value of the warrants issued during the period other than to equity holders of the Company was determined using the BlackScholes model with the following assumptions: Dividend yield 0% Risk free interest rate 1.67% Expected life 2 years Expected volatility 32% Exercise price 32 or 40 pence The following illustrates the number and WAEP of, and movements in, warrants during the period. Number of warrants WAEP pence At 1 July 1,000, Granted during the period 126,299, At 127,299, Related party transactions 2012 Fees paid to Whale Rock Accounting Limited Accounting services 173,759 24,352 Director s fee 104, ,186 Fair value of options granted 208,771 Transaction bonus on completion of Afferro acquisition 158, , ,538 Sublease charges by Gasol plc 63,580 62,269