RNS

RNS Number : 4930A
Ortac Resources Limited
29 December 2017
 

Ortac Resources Ltd / Epic: OTC / Market: AIM / Sector: Mining & Exploration

 

29 December 2017

 

ORTAC RESOURCES LIMITED ("ORTAC" OR "THE COMPANY")

Interim Results

Ortac Resources Limited, the AIM listed exploration and development company, is pleased to announce its unaudited financial results for the six months ended 30th September 2017. 

 

•          Operating loss of (£304,000) (2016: (£253,000)). EPS (0.22) pence (2016: (0.44) pence) 

•          £2,000,000 (before share issue costs) raised by private placement in May 2017. 

•          Increased investment in Casa Mining Limited ("Casa") with purchase of US$2,000,000 convertible loan note in May 2017.

•          Subsequent to Interim Period the Company acquired control of Casa Mining Limited and made an offer for remaining shares.

•           In discussions with a number of interested parties in regard to looking at options for our Slovakian property, Sturec.

 

 

The Chairman's Statement and Interim Results are set out in the following pages.

 

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

 

 

Contacts

Ortac Resources Ltd

Nick von Schirnding (Chairman)

 

+44 (0) 20 3874 8664

SP Angel (Nominated Adviser & Broker)

Ewan Leggat / Lindsay Mair / Soltan Tagiev

 

+44 (0) 20 3470 0470

 

 

 

 

 

CHAIRMAN'S STATEMENT 2017 INTERIM RESULTS

 

Since taking over as your chairman in September 2017 the Company has made a number of significant changes, both to its board and strategy.  The board of directors has been refreshed with Brian McMaster, Michael Foster and myself constituting a completely new board and we shall be appointing a further director to the board in early January 2017.  The strategy of Ortac has also been revamped, with a clear focus on developing our African mining exploration assets, specifically in the DRC and Zambia. 

 

In November 2017 the Company announced the intention to acquire 100% of Casa Mining, owner of the exciting gold deposit situated in the DRC and we raised $2.2m for the ongoing 5000m drill programme.  Our current ownership stands at 87.44% and we expect this to be a wholly owned subsidiary in a matter of weeks.  In respect of Zamsort we are actively engaged with other key shareholders to progress exploration work and I am hopeful we can announce further developments in the near future around this very prospective copper / cobalt property in Zambia.

 

We are also in discussions with a number of interested parties in regard to looking at options for our Slovakian exploration property, Sturec.  We believe that while the future potential of the asset is significant, it requires an owner with a longer timeframe to work through the various issues in respect of developing Sturec. 

 

I would like to thank Anthony Balme, Paul Heber and Vasilli Carellas for their contributions over the years to the Ortac board.  As announced, Vasilli has assumed the role of Chief Operating Officer and will be spending the majority of his time in central and southern Africa.

 

With a clear vision going forward I look forward to starting 2018 with a sense of energy and optimism as we execute our strategy. 

 

Financial & Corporate Overview

During the period, the Company raised £2,000,000 before share issue costs at 3 pence per ordinary share. The primary use of proceeds was to increase the Company's investment in Casa Mining Limited. On 30 September 2017 the Company had 148,801,654 shares outstanding.

Loss for the six months ended 30 September 2017 was (£304,000) (2016: (£253 000)).   

Loss per share was (0.22) pence (2016: (0.44) pence).

 

Nick von Schirnding

Chairman

29 December 2017


 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Group Statement of Comprehensive Income for the Interim Period Ended 30 September 2017



Six Months to

Six Months to



30 September

30 September


Notes

2017

2016



(Unaudited)

(Unaudited)



£ 000's

£ 000's





Other operating income


15

15

Administrative expenses


(324)

(292)

Share-based payments


(15)

(4)

Operating loss


(324)

           (281)





Interest


                               47

38

Share of Loss of associates


                                      (27)

(10)

Loss before tax


(304)

(253)





Income tax expense


-

-

Loss for the period from continuing operations

3

(304)

(253)









Other comprehensive income




Items that may be reclassified subsequently to profit or loss:




Currency translation differences


(300)

897

Other comprehensive income for the period, net of tax


(300)

897





Total comprehensive income for the period


(604)

644





Attributable to:




Owners of the parent


(604)

644





Loss per share from continuing and discontinued operations




attributable to the owners of the parent during the period




(expressed in pence per share)




- Basic and diluted

3

(0.22)

(0.44)

 


Group Statement of Financial Position as at 30 September 2017



As at

As at



30 September

30 September


Notes

2017

2016



(Unaudited)

(Unaudited)



£ 000's

£ 000's

ASSETS




Non-current assets




Intangible assets


12,445

13,423

Property, plant and equipment


205

228

Investment in associate


1,006

914

Available for sale financial investments


791

-

Total non-current assets


14,447

14,565





Current assets




Inventories

Investment in convertible note Casa Mining Limited


39

1,547

38

-

Trade and other receivables


202

395

Available for sale financial investments


853

1,008

Cash & cash equivalents


97

37





Total current assets


2,738

1,478





TOTAL ASSETS


17,185

16,043





LIABILITIES




Current liabilities




Loan from Director                                          

Trade and other payables                                                                    

 

 

-

(104)

(45)

(92)





TOTAL LIABILITIES


(104)

(137)





NET ASSETS


17,081

15,906





SHAREHOLDERS' EQUITY




Share capital

4

-

-

Share premium


34,666

32,431

Share based payments reserve


1,712

2,324

Foreign exchange reserve


352

671

Retained earnings


(19,649)

(19,520)





TOTAL EQUITY


17,081

15,906

 

 


Group Statement of Changes in Equity for the Interim Period Ended 30 September 2017


Share capital

Share premium

Foreign exchange reserve

Share based payment reserve

Retained earnings

Total equity


£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

As at 1 April 2016

-

32,075

(226)

2,320

(19,267)

14,902

Profit/ (Loss) for the period

-

-

-

-

(253)

(253)

Items that may be reclassified subsequently to profit or loss:







Currency translation differences

-

-

897

-

-

897

Other comprehensive income for the period

-

-

897

-

-

897

Total comprehensive income for the period

-

-

897

-

(253)

644

Share capital issued net of share issue costs

-

            356

-

-

-

356

Share based payments

-

-

-

4

-

4

Total transactions with owners, recognised directly in equity

-

356

  897

4

(253)

1,004

As at 30 September 2016

-

32,431

671

2,324

(19,520)

15,906








As at 1 April 2017

-

32,774

652

1,697

(19,345)

15,778

Profit/ (Loss) for the period

-

-

-

-

(304)

(304)

Items that may be reclassified subsequently to profit or loss







Currency translation differences

-

-

(300)

-

-

(300)

Other comprehensive income for the period

-

-

(300)

-

-

(300)

Total comprehensive income for the period

-

-

(300)

-

(304)

(604)

Share capital issued net of share issue costs

-

1,892

-

-

-

1,892

Share based payments

-

-

-

15

-

15

Total transactions with owners, recognised directly in equity

-

1,892

  (300)

15

(304)

1,303

As at 30 September 2017

-

34,666

352

1,712

(19,649)

17,081

 


Group Cash Flow Statement for the Interim Period Ended 30 September 2017



Six Months to

Six Months to



30 September

30 September



2017

2016



(Unaudited)

(Unaudited)



£ 000's

£ 000's

Cash flows from operating activities








(Loss) before tax


(304)

(253)

Interest income accrued


(47)

(38)

Share of loss from associates


27

10

Share based payments


15

4

Exchange differences


-

-

Depreciation


-

7

Operating loss before changes in working capital


(309)

(270)





(increase) Decrease in inventories


(2)

-

(Increase)/decrease in trade and other receivables


(14)

7

(Decrease)/increase in trade and other payables


(3)

(70)

Net cash used in operating activities


(328)

(333)





Cash flows used in investing activities




Interest received


-

38

(Disposal)/purchases of intangibles


-

(17)

Acquisition of convertible note in Casa Mining Limited


(1,547)

-

Investment in Available for sale financial investments



(79)





Net cash used in investing activities


(1,547)

(58)





Cash flows from financing activities



-

Proceeds from issue of ordinary shares net of share issue costs and subscriptions receivable


1,892

-

Net cash inflow from financing activities


1,892

-





Net increase (decrease) in cash and cash equivalents


17

(391)

Cash and cash equivalents at beginning of period


80

428

Cash and cash equivalents at end of period


97

37

 


NOTES TO THE INTERIM REPORT FOR SIX MONTHS ENDED 30 SEPTEMBER 2017

1.  Basis of preparation

The condensed consolidated interim financial statements have been prepared under the historical cost convention and on a going concern basis and in accordance with International Financial Reporting Standards and IFRIC interpretations adopted for use in the European Union ("IFRS") and those parts of the BVI Business Companies Act applicable to companies reporting under IFRS. 

The condensed consolidated interim financial statements contained in this document do not constitute statutory accounts.  In the opinion of the directors, the condensed consolidated interim financial statements for this period fairly presents the financial position, result of operations and cash flows for this period. 

The Board of Directors approved this Interim Financial Report on 29 December 2017. 

Statement of compliance

The condensed consolidated interim financial statements have been prepared in accordance with the requirements of the AIM Rules for Companies.  As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing these interim condensed consolidated interim financial statements.  The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 March 2017, which have been prepared in accordance with IFRS as adopted by the European Union. 

Accounting policies

The condensed consolidated interim financial statements for the period ended 30 September 2016 have not been audited or reviewed in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board.  The figures were prepared using applicable accounting policies and practices consistent with those adopted in the statutory annual financial statements for the year ended 31 March 2017. 

Associates

Associates are entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights.  Investments in associates are accounted for using the equity method of accounting.  Under the equity method, the investment is initially recognised at cost and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition.  The Group's investment in associates includes any goodwill identified on acquisition. 

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate. 

The Group's share of post-acquisition profit or loss is recognised in the statement of comprehensive income, and its share of post-acquisition movements in other comprehensive income is recognised in the other comprehensive income section of the statement of comprehensive income with a corresponding adjustment to the carrying amount of the investment.  When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate. 

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired.   If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amounts of the associate and its carrying value and recognises the amount adjacent to 'share of profit/ (loss) of associates' in the statement of comprehensive income. 

Gains and losses resulting from upstream and downstream transactions between the group and its associates are recognised in the Group's financial statements only to the extent of unrelated investor's interests in the associates.   Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred.   Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. 

Dilution gains and losses arising in investments in associates are recognised in the statement of comprehensive income.

 

2.  Financial risk management and financial instruments

Risks and uncertainties

The Board continually assesses and monitors the key risks of the business.  The key risks that could affect the Group's medium term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group's 2017 Annual Report and Financial Statements, a copy of which is available from the Group's website: www.ortacresources.com.  The key financial risks are market risk (including currency risk), credit risk and liquidity.

 

3.  Loss per share

The calculation of earnings per share is based on the loss attributable to equity holders divided by the weighted average number of share in issue during the period. In March 2017 the shares of the Company were consolidated 1:100.

 


Six Months to

Six Months to


30 September

30 September


2017

2016


(Unaudited)

(Unaudited)


£ 000's

£ 000's

 

Net loss after taxation

 

(304)

 

(253)




Weighted average number of ordinary shares used in calculating basic loss per share (000's)

137,144

57,640*




Basic & diluted loss per share (expressed in pence)

(0.22)

(0.44)

* Restated to reflect 1:100 share consolidation in March 2017

 

As the inclusion of the share options would result in a decrease in the earnings per share, they are considered to be anti-dilutive, and as such, a diluted loss per share is not included.

 

4.  Share capital

The authorised share capital of the Company and the called up and fully paid amounts at 30 September 2017 were as follows:

A)  Authorised


£ 000's

Unlimited Ordinary shares of no par value


-




B)  Called up, allotted, issued and fully paid

Number of shares

                         Nominal value

As at 1 April 2017

82,134,987

-

Additions:

02 May 2017 at 3 p

                                                  66,666,667

-



-

As at 30 September 2017

148,801,654

-

 

 

5.  Post balance sheet events

(1) On 30 October 2017 the Company announced it had placed 85,000,000 new ordinary shares at 2 pence per share;

(2) On 10 November 2017 the Company announced:

(i) That it had completed the purchase of an additional 2,576,255 shares (33.82%) of Casa Mining Limited in exchange for 38,277,354 new ordinary shares of the Company; the purchase of a US$ 250,000 convertible note issued by Casa Mining Limited convertible into Casa shares at US$ 0.5586 and the conversion of its US$ 2,000,000 (£1,547,000) at a conversion price of US$ 0.5586, reduced from US$ 0.6500.

Following these transactions the Company held 7,848,594 shares (70.09%) of Casa Mining Limited. The difference between Current Value and the book value of assets of Casa Mining Limited which have been purchased has been capitalised to Intangible Assets.

(ii) That it was offering to purchase all of the remaining shares of Casa Mining Limited in exchange for up to 61,722,656 new ordinary shares of the Company.

 

6.  Other matters

The condensed consolidated interim financial statements set out above do not constitute the Group's statutory accounts for the period ended 30 September 2017 or for earlier periods, but is derived from those accounts where applicable.

 

A copy of this interim statement is available on the Ortac's website: www.ortacresources.com.


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR LLFISFSLTFID