TIDMBZM
RNS Number : 2665P
Bellzone Mining PLC
25 May 2018
Bellzone Mining plc
("Bellzone" or "the Company")
Results for the year ended 31 December 2017
Bellzone Mining plc ("Bellzone" or "the Company") (AIM:BZM)
announces the audited results of the Company for the year ended 31
December 2017. The Company's Financial Statements will be available
shortly on the Company's website at www.bellzone.com.
Results
-- Loss for the year from continuing operations of $5.7 million (2016: $8.0 million)
-- Total assets of $20.3 million (2016: $21.7 million)
-- Net cash of $2.7 million (2016: $3.1 million) and Secured
Loans of $20.0 million (2015: $17.6 million)
CHAIRMAN'S STATEMENT
After a promising re-set in the previous year, 2017 began by
testing our collective resilience and resolve. Our plan to press
ahead and finalise the ferronickel feasibility study in 2017, a
substantial portion of which was completed and announced in August
2016, was put in abeyance as a result of the lack of clarity with
respect to our continuing legal rights and obligations under our
2010 Mining Convention.
As a result, our employees suffered immensely in terms of
extended technical leave and deferred remuneration. At the same
time, we were very fortunate to enjoy strong support from the
communities in Faranah and Konta, as well as from the authorities,
counterparties and service providers throughout the year. Our
shareholder base too remained firm as Bellzone's underlying value
was recognised more widely and our market value increased; and our
major shareholder and sole long-term lender postponed the repayment
of all of its loans to the Company to 31 December 2018, and further
extended repayment to 31 December 2019 post year end. On behalf of
the Board, I thank everyone involved for putting the long-term
value of the Company first.
Notwithstanding the bumpy journey, I am pleased to report that
2017 in the end turned out to be an important watershed in
Bellzone's long history in Guinea to date. The signing of the
Addendum to the 2010 Mining Convention in November enabled the
Company to immediately begin normalising operations and plan for
the recommencement of work on the ferronickel feasibility
study.
We were also able to bring on board our new broker SVS
Securities, who helped us to take advantage of favourable market
conditions to successfully place GBP1.6 million worth of new
shares. This meant that we were simultaneously able to expand our
financing options beyond sole dependence on our major shareholder,
attract new investors and enhance overall trading liquidity.
On the macroeconomic front, Bellzone also benefited from
Guinea's success in negotiating meaningful multilateral
institutional financing and attracting significant investment
commitments from China, in particular in the bauxite/alumina
sector, as well as a US$20 billion long-term infrastructure loan
agreement. These positive developments have provided an ongoing
boost to the country's economic prospects and, more importantly, a
critical path towards a massive transformation of the
resources/mining sector as a whole.
Where it has hitherto been difficult to imagine how vital
infrastructure including power, road, rail and port projects will
materialise within a reasonable timeframe, concrete and realistic
plans can now be made with committed funds to spur country-wide
progress. As our Kalia mine is so strategically located along the
route to the Simandou iron ore deposit and other large prospects in
Guinea's deep interior, we will no doubt be involved sooner rather
than later in at least some of these potential plans.
More broadly, the world economy and China especially are widely
expected to experience medium-term benign conditions and commodity
prices seem to have firmed somewhat in tandem with this
expectation. Base metals and nickel specifically are starting to
build in lower inventory and higher demand scenarios, which makes
for very good timing for a potential ferronickel project such as
ours. As we have already done most of the work required and have
made past investments in basic infrastructure, Bellzone stands
ready to move swiftly should iron ore economics improve within a
short timeframe.
In 2018, we look forward to substantially justifying the faith
of all our stakeholders, as we execute on our clear plan to deliver
final results with respect to the potential ferronickel project by
the end of 2018. Given the manageable size of the project, the fact
that power and infrastructure requirements, potential environmental
impacts and transportation issues are envisaged to be at the bare
minimum and that there is a growing demand for ferronickel, we
believe we have good grounds for optimism at this stage, subject to
continued financial support to develop our envisaged plans.
As there will be more regular news-flow with the advent of each
feasibility study milestone, we intend to engage more extensively
and promptly with our shareholders, potential new investors, and
the research community. The Board believes more can be done to
unlock shareholder value, which for too long has been clouded by
future uncertainty and the lack of a published concrete action
plan. Bellzone has now entered a new phase of development which
should more clearly highlight the financial value of our
world-class deposit and our strategic location. Thank you for your
support.
Michael Farrow
Chairman
OPERATIONS AND FINANCIAL REVIEW
Review of Business in the Year
Operations were significantly minimised from the second quarter
of 2017 due to the extended delay prior to the signing of the
Addendum to the 2010 Mining Convention and only started to be
normalised in December 2017. As a result, operating expenses were
reduced by 35 per cent. below 2016 operating expenses of US$7.1
million (excluding non-cash accrued loan interest) to US$4.6
million.
Bellzone's operating costs which exclude amortisation,
depreciation and gain/loss on disposal of fixed assets fell from
US$5.9 million in 2016 to US$5.1 million in 2017. Most of this
reduction was due to bigger sacrifices in salaries and technical
leave and stringent management of travel and legal costs. Including
the additional interest due on the two fully drawn-down loans and
the third partially drawn-down loan, the annual loss reduced to
US$5.7 million, a reduction of 29 per cent compared to the previous
year's loss of US$8.0 million and no new significant impairments to
the statement of financial position or significant provisions have
been necessary.
Working capital needs were met by a combination of cash savings
from 2016, the final drawdown of US$0.5 million from the first loan
facility of US$6.5 million provided by our major shareholder Hudson
Global Group Limited ("Hudson") and announced in December 2015 and
the first drawdown of US$0.8 million from the second Hudson loan
facility of US$4.0 million announced in December 2016.
Bellzone's higher market value and positive market conditions
allowed the Company to raise GBP1.6 million (approximately US$2.0
million) with minimal dilution through an equity placement in
November 2017, which resulted in Hudson's voting rights being
decreased slightly from 62.4% to 58.2%. The proceeds will be used
to meet the majority of planned operating expenses in 2018. This
marked an important turning point in the Company's ability to
expand its financing options beyond sole reliance on Hudson. At the
same time, a major part of the third loan facility from Hudson
remains un-drawn with the availability of the facility extended
post year end until 31 December 2019 and the loan repayment dates
for all three existing loans extended post year end until 31
December 2019. The Board remains committed to fully exploring all
potential financing possibilities in dialogue with Hudson to
achieve optimal benefits for all shareholders.
Outlook and Strategy
The main operating objective for 2018 will be to complete the
technical work related to the ferronickel project in line with
Bellzone's new commitments pursuant to the newly-signed Addendum to
the Mining Convention. If the results are positive, the focus will
then be on obtaining the required financing to start construction
without delay. This was the same objective as in 2017, but the
extended delay in signing the Addendum did not allow any work to
commence in that year. Now that clarity has been established,
visible milestones can be targeted until the feasibility study is
completed within 2018.
In hindsight, the delay has meant we are better able to
capitalise on more positive macroeconomic conditions in Guinea as
well as more stable iron ore and nickel price outlooks. Re-starting
operations in conjunction with the feasibility study will provide
useful work for more of our local employees and allow us to re-lay
the groundwork for longer-term production so we are ready to move
ahead quickly at the right time.
As a large proportion of useful in-country assets have been
fully depreciated and under care and maintenance for several years,
we intend to undertake a comprehensive asset management programme
to monetise where possible non-critical assets through either sale
or rental to take advantage of the upturn in local mining activity.
This should enable the Company to generate additional cash and
reduce our external financing needs. In turn this will allow
management to better explore a full range of financing options to
find accretive solutions for both our near-term working capital
needs and our medium-term debt-servicing requirements.
Accounting Policies
There have been no changes to the accounting policies adopted by
the Group in 2017.
BDO LLP replaced Ernst & Young LLP as the Company's auditors
for the FY2017 audit.
Presentation of Financial Statements
The financial statements are presented in accordance with
International Financial Reporting Standards as adopted by the
European Union ("IFRS") and are presented in US Dollars ("$") with
all values being rounded to the nearest thousand ($000) unless
otherwise stated.
Dividends
As the Group is in a project-development stage and generates no
revenue from mining operations, no dividends have been declared
(2016: nil).
Treasury and Cash Flow Management
As at 24 May 2018, funds on hand and available amounted to
US$1.06 million excluding $3.20 million available to draw down
under the second Hudson loan.
The Board has a Treasury Committee consisting of the Chairman
and the Chief Financial Officer. The structuring of the Company's
treasury reduces exposure to currency fluctuations by holding the
bulk of the funds in the currency used for budgeted expenditure.
The expenditure in Guinean Francs is the only currency which is not
managed through this mechanism and is converted on a monthly basis
for actual funding requirements.
Julian Cheong
Executive Director
This announcement and the financial information and accompanying
notes to the financial statements do not constitute audited
financial statements but are derived from audited financial
statements. A copy of the Company's full audited results for the
year ended 31 December 2017 is contained in its audited financial
statements, which will be posted to shareholders and made available
on the Company's website at www.bellzone.com and should be read in
conjunction with the above.
The information contained within this announcement is deemed by
the Company to constitute inside information under the Market Abuse
Regulation (EU) No. 596/2014.
Enquiries:
Bellzone Mining plc
Simon Edwards +44 (0) 7767 492 712
WH Ireland Limited
Nominated Adviser & Joint Broker
James Joyce / Jessica Cave +44 (0) 20 7220 1666
SVS Securities
Joint Broker
Tom Curran / Ben Tadd / Nick Aitchison +44 (0) 20 3700 0100
http://www.bellzone.com/
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December 2017
2017 2016
Note $'000 $'000
------------------------------------------- ----- ---------- ----------
ASSETS
Non-current assets
Property, plant and equipment 4 1,005 1,627
Other intangible assets 57 126
Mineral properties in the exploration and
evaluation phase 5 16,066 16,066
Total non-current assets 17,128 17,819
------------------------------------------- ----- ---------- ----------
Current assets
Cash and cash equivalents 2,682 3,138
Trade and other receivables 53 58
Inventories 420 640
Total current assets 3,155 3,836
Total assets 20,283 21,655
------------------------------------------- ----- ---------- ----------
EQUITY
Stated capital 335,355 333,349
Other reserves (3,237) 5,101
Retained losses (337,695) (340,285)
Total equity (5,577) (1,835)
------------------------------------------- ----- ---------- ----------
LIABILITIES
------------------------------------------- ----- ---------- ----------
Non-current liabilities
------------------------------------------- ----- ---------- ----------
Secured loans - 17,603
------------------------------------------- ----- ---------- ----------
Total non-current liabilities - 17,603
------------------------------------------- ----- ---------- ----------
Current liabilities
Trade and other payables 5,566 5,825
Provisions 272 62
Secured loans 20,022 -
Total current liabilities 25,860 5,887
Total equity and liabilities 20,283 21,655
------------------------------------------- ----- ---------- ----------
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2017
2017 2016
Note $'000 $'000
Continuing operations
Employee benefits expense (1,997) (2,921)
Depreciation and amortisation expenses 4 (603) (1,201)
Administration expenses (663) (745)
Consulting expenses (273) (373)
Exploration expenses (994) (1,214)
Legal expenses (168) (173)
Occupancy expenses (110) (184)
Gain on disposal of property, plant and equipment 4 164 -
Travel and accommodation expenses (113) (61)
Net foreign exchange losses 135 (209)
---------------------------------------------------- ----- --------------- ---------------
Results from operating activities (4,622) (7,081)
Finance income 8 10
Finance expense (1,134) (888)
Loss before tax from continuing operations (5,748) (7,959)
Tax - -
---------------------------------------------------- ----- --------------- ---------------
Loss for the year from continuing operations (5,748) (7,959)
Total comprehensive loss for the year, net of
tax:
Attributable to equity holders of the parent
entity (5,748) (7,959)
Cents Cents
Loss per share attributable to the ordinary equity
holders of the parent entity:
Basic and diluted loss per share (0.53) (0.80)
---------------------------------------------------- ----- --------------- ---------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2017
Stated Treasury Translation Share Retained Total
based
Capital Shares Reserve Payment Losses Equity
Reserves
$'000 $'000 $'000 $'000 $'000 $'000
-------------------------- ------------------ --------- ------------ -------------- ------------------ --------
Balance at 1 January
2017 333,349 (3,300) 63 8,338 (340,285) (1,835)
Loss for the year - - - - (5,748) (5,748)
Total comprehensive
loss for the year - - - - (5,748) (5,748)
Transfer of share based
payment reserve - - - (8,338) 8,338 -
Transactions with owners
Shares issued, net
of costs of $335k 2,006 - - - - 2,006
Balance at 31 December
2017 335,355 (3,300) 63 - (337,695) (5,577)
-------------------------- ------------------ --------- ------------ -------------- ------------------ --------
Balance at 1 January
2016 331,352 (3,300) 63 8,338 (332,326) 4,127
-------------------------- ------------------ --------- ------------ -------------- ------------------ --------
Loss for the year - - - - (7,959) (7,959)
Total comprehensive
loss for the year - - - - (7,959) (7,959)
Transactions with owners
Shares issued, net
of issue costs of $333k 1,997 - - - - 1,997
Balance at 31 December
2016 333,349 (3,300) 63 8,338 (340,285) (1,835)
-------------------------- ------------------ --------- ------------ -------------- ------------------ --------
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2017
2017 2016
Note $'000 $'000
-------------------------------------------- ----- ------------------- ---------------
Net cash outflow from operating activities 7 (4,149) (5,406)
Cash flows from investing activities
Proceeds from sales of property, plant and 252 -
equipment
-------------------------------------------- ----- ------------------- ---------------
Net cash inflow from investing activities 252 -
--------------------------------------------
Cash flows from financing activities
Proceeds from issues of shares 2,156 2,015
Payments for share issue costs (150) (18)
Net proceeds from secured loan 1,300 6,000
Net cash inflow from financing activities 3,306 7,997
-------------------------------------------- ----- ------------------- ---------------
Net (decrease)/ increase in cash and cash
equivalents (591) 2,591
-------------------------------------------- ----- ------------------- ---------------
Cash and cash equivalents at the beginning of
the financial year 3,138 598
Exchange differences 135 (51)
Cash and cash equivalents at end of year 2,682 3,138
-------------------------------------------- ----- ------------------- ---------------
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2017
1. REPORTING ENTITY
The consolidated financial statements of Bellzone Mining plc
("the Company") for the year ended 31 December 2017 were authorised
for issue in accordance with a resolution of the board of directors
on 24 May 2018.
Bellzone Mining plc is a public company listed on the AIM Market
of the London Stock Exchange and incorporated and registered in
Jersey, Channel Islands. The Company's registered office is located
at Standard Bank House, 47-49 La Motte Street, St Helier, Jersey,
JE2 4SZ. The consolidated financial statements of the Company as at
and for the year ended 31 December 2017 comprise the Company and
its subsidiaries (together referred to as the "Group").
The nature of the principal activities of the Group is described
in the Directors' Report. The principal accounting policies adopted
in the preparation of these financial statements are set out below.
These policies have been consistently applied unless otherwise
stated.
2. BASIS OF PREPARATION
a. Statement of compliance
The financial statements have been prepared in accordance with
International Financial Reporting Standards as adopted for use in
the European Union ("IFRS") and in accordance with the Companies
(Jersey) Law 1991. The financial information for the year ended 31
December 2017 set out in this announcement does not constitute the
Company's statutory accounts. These financial statements included
in the announcement have been extracted from the Group annual
financial statements for the year ended 31 December 2017. The
financial statements have been prepared in accordance with the
recognition and measurement criteria of International Financial
Reporting Standards adopted for use in the European Union. However,
this announcement does not itself contain sufficient information to
comply with IFRS.
The auditor has issued its opinion on the Group's financial
statements for the year ended 31 December 2017 which is unmodified
and is available for inspection at the Company's registered address
and will be posted to the Company's website.
b. Adoption of new standards
The Group has adopted new and revised standards and
interpretations issued by the International Accounting Standards
Board (IASB) and the International Financial Reporting
Interpretations Committee (IFRIC) of the IASB and adopted by the
European Union that are relevant to its operations and effective
for accounting periods beginning on or after 1 January 2017.
Although these new standards and amendments apply for the first
time in 2017, they do not have a material impact on the
consolidated financial statements of the Group, apart from some
additional disclosure requirements.
Standard Description Effective
Date
IFRSs Annual Improvements to IFRSs 1 January
2012-2014 Cycle 2017
------------------------------ ----------
IAS 12 amendments Recognition of deferred tax 1 January
assets for unrealised losses 2017
------------------------------ ----------
IAS 7 amendments Disclosure initiative 1 January
2017
------------------------------ ----------
There were also a number of new and revised IFRSs that have been
issued but are not yet effective and have therefore not been
applied by the Group for the year. The Group has not early-adopted
any other standard, interpretation or amendment that has been
issued but is not yet effective.
Standard Description Effective
Date
IFRS 9 Financial Instruments 1 January
2018
------------------------------------------ ----------
IFRS 15 Revenue from Contracts with Customers 1 January
2018
------------------------------------------ ----------
IFRS 2 Amendment - Classification and 1 January
measurement of share based 2018
payment transactions
------------------------------------------ ----------
IFRSs* Annual Improvements to IFRSs 2012-2014 1 January
Cycle 2018
------------------------------------------ ----------
IFRIC Amendment - Foreign Currency Transactions 1 January
22 and Advance Consideration 2018
------------------------------------------ ----------
IFRS 16 Leases 1 January
2019
------------------------------------------ ----------
IFRS 17* Insurance contracts 1 January
2021
------------------------------------------ ----------
* Not yet adopted by the EU
IFRS 15 is intended to introduce a single framework for revenue
recognition and clarify principles of revenue recognition. The
Group is not revenue generating thus there is no impact of IFRS 15
as there are no revenue contracts in place at this time.
IFRS 16 introduces a single lease accounting model, in which
leases are capitalised as assets with an associated lease liability
with the exception of certain low value leases and leases with a
term under 12 months. Management are currently assessing the impact
of this standard as whilst there are no current material operating
leases in the Group it is likely to be relevant to future
operations under certain mining service contracts and similar
arrangements that fall within the scope of the standard once mining
commences. In addition, the Group also acted as a lessor post year
end by leasing certain of the Group's assets to generate income for
the Group. IFRS 16 is substantially unchanged in most respects from
IAS 17 for lessor accounting. The leases are expected to continue
to be held and accounted for as operating leases.
IFRS 9 "Financial instruments" addresses the classification and
measurement of financial assets and financial liabilities. The
complete version of IFRS 9 was issued in July 2014. It replaces the
guidance in IAS 39 that relates to the classification and
measurement of financial instruments. IFRS 9 retains but simplifies
the mixed measurement model and establishes three primary
measurement categories for financial assets: amortised cost, fair
value through other comprehensive income (OCI) and fair value
through profit or loss. The basis of classification depends on the
entity's business model and the contractual cash flow
characteristics of the financial asset. Investments in equity
instruments are required to be measured at fair value through
profit or loss with the irrevocable option at inception to present
changes in fair value in OCI. There is now a new expected credit
loss model that replaces the incurred loss impairment model used in
IAS 39. As the Group has no material financial assets other than
cash, there will be no changes to classification and measurement
and while the Group will apply the new expected credit loss
impairment model, no material impact on initial adoption is
expected Management will continue to assess the standard's
impact.
The adoption of the other standards, as noted in the table
above, is not expected to have an impact on the Group's financial
statements.
c. Basis of measurement
The financial statements have been prepared on the historical
cost basis except where indicated otherwise in the notes to the
financial statements.
d. Functional and presentation currency
The functional currency of the Company and all of its
subsidiaries is the United States Dollar ("US Dollar"). All amounts
are expressed in US Dollars and all values are rounded to the
nearest thousand ($000) unless otherwise stated.
e. Critical accounting estimates and judgements
The preparation of the consolidated financial statements in
conformity with IFRS as adopted for use in the European Union
requires management to make judgements, estimates and form
assumptions that affect the reported amounts of assets,
liabilities, expenses and the disclosure of contingent liabilities
at the date of the financial statements. Estimates and judgements
are continually evaluated and are based on historical experience
and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future
and the resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to
the financial results or the financial position reported in future
periods are disclosed below.
Mineral properties in the exploration and evaluation phase and
exploration expenditure:
Judgement is applied by management in determining when a project
has reached a stage at which economically recoverable reserves
exist and that development may be sanctioned. The Company has
determined that the most appropriate accounting policy for the
Kalia asset is to expense all exploration activity (other than the
initial licence acquisition costs, which are capitalised as
detailed in Note 5) as incurred. The signing of the Addendum to the
Mining Convention in November 2017 allowed the Company to normalise
its operations and begin work to complete the ferronickel project
feasibility study (the first phase of which was completed in August
2016).
Management is also are required to make certain judgements and
assumptions as to events and circumstances that may occur in the
future, in particular the ongoing validity of the mining licence,
whether extraction operations are economically viable where
reserves have been discovered and whether indications of impairment
under IFRS 6 exist. Any such judgements and estimates may change
over time as new information becomes available. As at the year end
the Directors were of the opinion that there were no indicators of
impairment under IFRS 6.
Provisions for legal claims:
The Group reviews outstanding legal cases following developments
in the legal proceedings and at each reporting date, in order to
assess the need for provisions and disclosures in its financial
statements. Among the factors considered in making decisions on
provisions are the nature of litigation, claim or assessment, the
legal process and potential level of damages in the jurisdiction in
which the litigation, claim or assessment has been brought, the
progress of the case (including the progress after the date of the
financial statements but before those statements are issued), the
opinions or views of legal advisers, experience on similar cases
and any decision of the Group's management as to how it will
respond to the litigation, claim or assessment.
f. Going concern
The nature of the Group's current activities does not provide
the Group with production or trading revenues, although some income
may be realised as a result of ongoing asset management.
The signing of the Addendum to the Mining Convention in November
2017 allowed the Company to properly recommence its operations and
begin work to complete the ferronickel project feasibility study
(the first phase of which was completed in August 2016).
Funds raised of GBP1.6m through an equity placing in November
2017, together with existing cash, are expected to be sufficient to
meet the majority of the Company's working capital requirements in
2018. As noted in the Strategic Report, in order to maximise the
potential of the Group's assets, Management have commenced a
programme to sell or lease non-critical assets in order to generate
short-term cashflows. During 2017, this initiative has resulted in
positive cash inflows to the Group of $252,000. Management remain
highly confident that such cash flows will continue for the
foreseeable future but note that additional funds will be required
to make up any shortfall, which may arise as a result of actual
expenditures arising from the feasibility study work exceeding
budget expectations.
Whilst the Group's cashflow forecasts indicate that additional
funds are required in December 2018 there is sufficient remaining
undrawn facility within the second Hudson loan available should
alternative forms of finance not be forthcoming to the Group. While
the Company intends to fully explore all available financing
options to meet its obligations as and when they fall due for a
period of 12 months from the date of this report, the realisation
of these options will be dependent on favourable macroeconomic and
market conditions as well as continued progress on the ferronickel
feasibility study.
If these options do not materialise, the Company will continue
to be reliant on continued funding from its majority shareholder,
Hudson Global Group Limited ("Hudson"), primarily via additional
draw-downs on the third loan facility of US$4.0 million announced
in December 2016, of which US$3.2 million currently remains
un-drawn. It is expected that a partial draw-down of this loan
facility may be required for the Company to meet its obligations,
including any additional feasibility study costs, for a period of
12 months from the date of this report.
Bellzone and Hudson agreed on 23 March 2018 to extend the
draw-down availability period of the second Hudson loan from 31
December 2018 to 31 December 2019. Additionally, China Sonangol,
which has also provided funding to the Group and Hudson have also
agreed to further extend the repayment date of all three loan
agreements for principal and accrued interest from 31 December 2018
to 31 December 2019.
Management note that additional funding will be required in the
longer term in order to advance the project to a bankable
feasibility stage. Furthermore, to commence development,
significant funding would be required from external parties which
is not committed at the date of this annual report.
The Group continues to evaluate its strategy and its ability to
secure funding that would enable it both to continue operations for
the short term and in the long term to develop the Kalia licence
area. In the event of Hudson withdrawing support, the Directors'
view is that additional funding may be sourced from one or more of
the following:
-- placement of further securities;
-- the sale of existing fixed assets; and/or
-- funding in exchange for an interest in the Group's projects
or future production from the projects.
Whilst the above funding sources are considered available to the
Group, there are currently no advanced plans to execute any of
these funding strategies, other than sales of surplus mining
equipment in Guinea. However, the Directors monitor market
developments on a continuous basis to seek favourable
opportunities.
Taking the above factors into account, the Directors believe it
is reasonable to expect that the Group will obtain sufficient
funding from one or more of the aforementioned sources and have
continued to adopt the going concern basis of accounting in
preparing the Consolidated Financial Statements.
3. SEGMENT INFORMATION
The Group determines and presents operating segments based on
the information that is internally provided to the Group's chief
operating decision maker. The chief operating decision maker has
been identified as the Board of Directors. The Board currently
considers the project level (previously the internal reporting was
done on a consolidated level) and has identified three reportable
segments:
i. Kalia segment represents the exploration activities undertaken at the Kalia Mine;
ii. Sadeka segment represents exploration activities for nickel
and copper in south-east Guinea; and
iii. Technical & Support Services represents funding, shared
services, treasury and technical support delivered from Jersey,
Singapore and the Conakry office in Guinea.
Kalia Sadeka Technical Total Eliminations Consolidated
& Support
Services
$'000 $'000 $'000 $'000 $'000 $'000
31 December 2017
Revenue
Inter-segment - (412) (412) 412 -
------------------ -------------- ----------- ----------- -------- ------------- --------------------
Results
Segment loss (5,173) (147) (365) (5,685) (63) (5,748)
--------
Total (5,173) (147) (777) (6,097) 349 (5,748)
------------------ -------------- ----------- ----------- -------- ------------- --------------------
31 December 2016
Revenue
Inter-segment - - - 1,234 1,234 (1,234) -
-------------- ----------- ----------- -------- ------------- --------------------
Results
Segment loss (5,957) (314) (1,614) (7,885) (74) (7,959)
------------------ -------------- ----------- ----------- -------- ------------- --------------------
Total (5,957) (314) (380) (6,651) (1,308) (7,959)
------------------ -------------- ----------- ----------- -------- ------------- --------------------
Non-current assets - geographical information
---------------------------------------------------
2,017 2,016
$'000 $'000
------------ ------------------ -----------------
Guinea 17,071 17,693
Jersey - -
Singapore 57 126
17,128 17,819
------------ ------------------ -----------------
4. PROPERTY, PLANT AND EQUIPMENT
Freehold Plant Furniture, Motor Work Total
Buildings and Equipment Fittings Vehicles in Progress
and Equipment
$'000 $'000 $'000 $'000 $'000 $'000
--------------- --------------- ---------------- --------------------- ------------- ------------- -------------
At 1 January
2017
Opening net
book value 905 626 3 60 33 1,627
Disposal (88) - - - - (88)
Depreciation
charges (60) (398) (3) (40) (33) (534)
Closing net
book value
- 31 December
2017 757 228 - 20 - 1,005
--------------- --------------- ---------------- --------------------- ------------- ------------- -------------
Cost 1,387 12,142 857 2,445 33 16,864
Disposal (88) - - - - (88)
Accumulated
depreciation (542) (11,914) (857) (2,425) (33) (15,771)
Net book
value
2017 757 228 - 20 - 1,005
--------------- --------------- ---------------- --------------------- ------------- ------------- -------------
At 1 January
2016
Opening net
book value 969 1,366 111 281 33 2,760
Depreciation
charges (64) (740) (108) (221) - (1,133)
Closing net
book value
- 31 December
2016 905 626 3 60 33 1,627
--------------- --------------- ---------------- --------------------- ------------- ------------- -------------
Cost 1,387 12,142 857 2,445 33 16,864
Accumulated
depreciation (482) (11,516) (854) (2,385) - (15,237)
Net book
value
2016 905 626 3 60 33 1,627
--------------- --------------- ---------------- --------------------- ------------- ------------- -------------
Net book
value
2015 969 1,366 111 281 33 2,760
--------------- --------------- ---------------- --------------------- ------------- ------------- -------------
5. MINERAL PROPERTIES IN THE EXPLORATION AND EVALUATION PHASE
2017 2016 2015
$'000 $'000 $'000
--------------------------------- ----------------- --------------- ---------------
Reconciliation of carrying value
Opening net book value 16,066 16,066 16,066
Additions - - -
--------------------------------- ----------------- --------------- ---------------
Closing net book value 16,066 16,066 16,066
--------------------------------- ----------------- --------------- ---------------
At reporting date
Cost 16,066 16,066 16,066
Amortisation - - -
--------------------------------- ----------------- --------------- ---------------
Net book value 16,066 16,066 16,066
--------------------------------- ----------------- --------------- ---------------
The above asset values relate to the mineral properties in the
exploration and evaluation phase and are based on the cost of
acquiring 100% of Bellzone Holdings SA which previously held the
Kalia and Faranah exploration permits and now holds the Kalia
Mining Licence.
In addition to the costs of acquiring the exploration permits
through the acquisition of the subsidiaries, the statutory fees
paid on the issue of the Mining Concessions (Permits) for the Kalia
areas were included.
6. EVENTS OCCURRING AFTER THE REPORTING PERIOD
Bellzone entered into a US$6.5 million loan agreement with
Hudson Global Group Limited "Hudson" and, on 23 December 2016,
Bellzone had entered into a second loan agreement for a loan amount
of US$4.0 million, interest bearing at LIBOR + 5% to be accrued
monthly and repayable together with the principal sum on 31 March
2018. Bellzone made the final draw down of funds under the first of
these loans in the amount of US$0.5 million on 29 March 2017 and
subsequently the first draw down under the new loan in the amount
if US$0.8 million on 6 June 2017. Bellzone announced on 23 March
2018 that the repayment dates and interest accrual periods for all
three loans as well as the availability period of the second Hudson
loan were agreed to be extended to 31 December 2019.
On 26 January 2018, the Company announced share awards to be
made to certain employees which are due to be satisfied by the
transfer of existing issued ordinary shares held by the Company in
treasury in the total amount of 17,289,600 shares. Of this amount,
8,644,800 shares were transferred to the relevant employees on the
first vesting date of 23 April 2018 and the remaining 8,644,800
shares are expected to be transferred to the relevant employees on
the second vesting date of 23 July 2018. Of the total of 17,289,600
shares, 8,401,320 have been awarded to Julian Cheong, a director,
of which 4,200,660 vested on 23 April 2018, Of the remaining
8,888,280 shares awarded, 6,950,520 were awarded to key management
personnel of which 3,475,260 shares vested on 23 April 2018.
7. CASHFLOW FROM OPERATING ACTIVITIES
2017 2016
Reconciliation of loss after tax to net $'000 $'000
cash outflow from operating activities
-------------------------------------------- -------- --------
Loss for the year after tax (5,748) (7,959)
Depreciation and amortisation expense 603 1,201
Unrealised foreign exchange (gain)/loss (135) 209
Gain on disposal of assets (164) -
Non-cash interest accrued on loans and
transaction cost 1,120 911
Change in working capital 95 232
--------------------------------------------- -------- --------
Decrease in receivables 5 76
Decrease in stock 219 -
(Decrease)/increase in payables (259) 155
Increase in provisions 210 1
Net cash outflow from operating activities (4,149) (5,406)
--------------------------------------------- -------- --------
8. RELATED PARTY TRANSACTIONS
a. Interest bearing loan facilities with China Sonangol International
(S) Pte Ltd ("CSIS") and Hudson Global Group Limited ("Hudson")
---------------------------------------------------------------------------
2017 2016
$'000 $'000
Loan payable to CSIS 12,044 11,316
Loan payable to Hudson 7,978 6,287
Total Secured Loans (including accrued interest) 20,022 17,603
-------------------------------------------------------- -------- -------
The Group has loan facilities with Hudson, the majority
shareholder in Bellzone Mining plc and CSIS, a sister subsidiary of
Hudson in the China Sonangol International Limited group.
The USD 10.2 million loan facility between CSIS and Bellzone
Mining plc dated 18 August 2014 is interest bearing at LIBOR + 5%.
Interest on the loan facility is accrued using the effective
interest rate of 4.9%. On 17 December 2015, an amendment to the
loan agreement dated 18 August 2015 was signed that has increased
the loan facility from CSIS to USD 10.2 million with the principal
amount to be repaid on 31 March 2018 and interest repayable on a
yearly basis starting from 31 December 2016. On 8 December 2016,
CSIS agreed in writing to (i) defer the accrued interest to 31
March 2018; and (ii) consider the legal fees amounting to EUR45,431
(USD55,510) relating to the first loan, that was paid on behalf
Bellzone, to form part of the loan amount. On 18 July 2017, CSIS
agreed to extend the repayment date and the period of interest
accrual to 31 December 2018 and on 14 March 2018, CSIS agreed to
extend the repayment date and period of interest accrual to 31
December 2019.
The USD 6.5 million loan facility between Hudson, the majority
shareholder and Bellzone Mining plc dated 21 December 2015 is
interest bearing at LIBOR + 5%. Interest on the loan facility is
accrued using the effective interest rate of 4.9%. During March
2017, the Company made a final drawdown under the facility
amounting to USD 0.5 million, with the facility becoming fully
drawn down at that time. On 18 August 2017, Hudson agreed to extend
the repayment date and the period of interest accrual to 31
December 2018 and on 22 March 2018, Hudson agreed to extend the
repayment date and period of interest accrual to 31 December
2019.
The USD 4.0 million loan facility between Hudson and Bellzone
Mining plc dated 06 June 2017 is interest bearing at LIBOR + 5%.
Interest on the loan facility is accrued using the effective
interest rate of 4.9%. During the year, the Company made a single
drawdown of USD 0.8 million on the facility. On 18 August 2017,
Hudson agreed to extend the availability period, the repayment date
and the period of interest accrual to 31 December 2018 and on 22
March 2018, Hudson agreed to extend the repayment date and period
of interest accrual to 31 December 2019.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR SEAEFLFASEFI
(END) Dow Jones Newswires
May 25, 2018 02:00 ET (06:00 GMT)
Bellzone Mining (LSE:BZM)
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