TIDMTETH
RNS Number : 2373P
Tethyan Resources PLC
30 August 2017
TETHYAN RESOURCES PLC
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHSED
JUNE 30, 2017 AND 2016
(Unaudited - expressed in Great British Pounds)
Notice of No Auditor Review
The accompanying unaudited condensed consolidated interim
financial statements of Tethyan Resources Plc. for the six month
period ended June 30, 2017 have been prepared by the Company's
management and approved by the Audit Committee and Board of
Directors of the Company.
In accordance with Canadian National Instrument 51-102, the
Company discloses that its independent auditor has not performed a
review of these unaudited condensed consolidated interim financial
statements.
TETHYAN RESOURCES PLC
CONDENSED CONSOLIDATED INTERIM
STATEMENTS OF FINANCIAL POSITION
(Unaudited - expressed in Great
British Pounds)
========================================= ====== ============================= ==== ============================
June
30, December
2017 31, 2016
As at (GBP'000) (GBP'000)
--------------------------- ------- --- ------ ----------------------------- ---- ----------------------------
Assets
Current
Cash and cash equivalents GBP 979 GBP 985
Trade and other receivables 338 338
----------------------------------------- ------ ----------------------------- ---- ----------------------------
1,317 1,323
Non-Current Assets
Amounts receivable from related
parties - 348
Exploration and evaluation
assets (Note 4) 245 -
Property, plant and equipment 41 -
Total assets GBP 1,603 GBP 1,671
==================================== ====== ============================= ==== ============================
Liabilities
Current
Accounts payable and accrued
liabilities GBP 407 GBP 308
Total liabilities 407 308
------------------------------------ ------ ----------------------------- ---- ----------------------------
Shareholders' equity
Share capital (Note
5) 4,132 3,910
Share premium (Note
5) 27,659 26,881
Share-based payment reserve 844 812
Currency translation reserve (53) (6)
Own shares held reserve (71) (71)
Retained losses (31,315) (30,163)
------------------------------------ ------ ----------------------------- ---- ----------------------------
Total shareholders' equity 1,196 1,363
Total liabilities and shareholders'
equity GBP 1,603 GBP 1,671
========================================= ====== ============================= ==== ============================
Nature and continuance of operations (Note 1)
Subsequent events (Note 12)
Approved by the Board of Directors:
On behalf of the Board of Directors
"Peter Mullens" Director "John Proust" Director
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
TETHYAN RESOURCES PLC
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF
LOSS AND COMPREHENSIVE LOSS
(Unaudited - expressed
in Great British Pounds)
================================ ============= ============= ============ ============
Six months Six months
Three months Three months ended ended
ended June ended June June 30, June 30,
30, 2017 30, 2016 2017 2016
(GBP'000) (GBP'000) (GBP'000) (GBP'000)
-------------------------------- ------------- ------------- ------------ ------------
Expenses
Consulting 118 13 179 29
Director fees 47 20 55 20
Filing and regulatory 14 - 56 7
Foreign exchange loss
(gain) 1 (8) 4 (4)
General exploration 105 2 113 2
Office and administrative 65 2 80 17
Professional fees 52 - 116 23
Salaries 65 - 118 15
Share-based compensation
(Note 5) 15 - 32 -
Travel 43 - 70 15
Loss before other items 525 29 823 124
-------------------------------- ------------- ------------- ------------ ------------
Other items
Loss on asset acquisition
(Note 3) 25 317 329 317
25 317 329 317
-------------------------------- ------------- ------------- ------------ ------------
Net loss for the period 550 346 1,152 441
Exchange difference
on translation of foreign
currency (27) - 47 -
Net comprehensive loss
for the period 523 346 1,199 441
-------------------------------- ------------- ------------- ------------ ------------
Loss per share (Note
7)
Basic and diluted loss
per share (0.38) (0.50) (0.79) (0.64)
Weighted average number
of shares outstanding
('000) 146,453 69,384 146,453 69,384
-------------------------------- ------------- ------------- ------------ ------------
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
TETHYAN RESOURCES PLC
CONDENSED CONSOLIDATED INTERIM STATEMENTS
OF CASH FLOWS
(Unaudited - Expressed in Great
British Pounds)
======================================== ============ ============
June 30, June 30,
2017 2016
For the six month period ended (GBP'000) (GBP'000)
---------------------------------------- ------------ ------------
Cash flows from operating activities
Net loss for the period (1,152) (441)
Adjustments for:
Share-based compensation 32 -
Loss on asset acquisition 329 317
Changes in non-cash working
capital items:
Amounts receivable (1) 6
Accounts payable and accrued
liabilities 101 9
Net cash used in operating
activities (691) (109)
---------------------------------------- ------------ ------------
Cash flows from investing activities
Investment in subsidiary - (268)
Cash received from asset acquisition - 37
Acquisition of exploration
and evaluation assets (245) -
Acquisition of property, plant
and equipment (41) (4)
Net cash used in investing
activities (286) (235)
---------------------------------------- ------------ ------------
Cash flows from financing activities
Proceeds from private placement 1,000 163
---------------------------------------- ------------ ------------
Net cash provided by financing
activities 1,000 163
Change in cash during the period 23 (181)
Effect of foreign exchange
on cash (29) 4
Cash, beginning of
the period 985 1,086
Cash, end of the period 979 909
======================================= ============ ============
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
TETHYAN RESOURCES PLC
CONDENSED CONSOLIDATED INTERIM STATEMENTS
OF CHANGES IN EQUITY
FOR SIX MONTHSED JUNE 30,
2017 AND 2016
(Unaudited - Expressed
in Great British
Pounds)
======================== ========== ========== ========== ========== ============ =========== ===========
Share Own
based shares Currency
Share Share payment held translation Retained Total
capital premium reserve reserve reserve losses equity
(GBP'000) (GBP'000) (GBP'000) (GBP'000) (GBP'000) (GBP'000) (GBP'000)
------------------------
Balance, December 31,
2015 3,735 25,431 736 (71) - (28,772) 1,059
Comprehensive loss for
the period - - - - (441) (441)
------------------------ ---------- ---------- ---------- ---------- ------------ ----------- -----------
Balance, June 30, 2016 3,735 25,431 - (71) - (29,213) 618
======================== ========== ========== ========== ========== ============ =========== ===========
Share Own
based shares Currency
Share Share payment held translation Retained Total
capital premium reserve reserve reserve losses equity
(GBP'000) (GBP'000) (GBP'000) (GBP'000) (GBP'000) (GBP'000) (GBP'000)
------------------------ ---------- ---------- ---------- ---------- ------------ ----------- -----------
Balance, December 31,
2016 3,910 26,881 812 (71) (6) (30,163) 1,363
Shares issued for
private
placement 222 778 - - - - 1,000
Share-based
compensation - - 32 - - - 32
Net loss for the period - - - - - (1,152) (1,152)
Foreign currency
translation - - - - (47) - (47)
------------------------ ---------- ---------- ---------- ---------- ------------ ----------- -----------
Balance, June 30, 2017 4,132 27,659 844 (71) (53) (31,315) 1,196
======================== ========== ========== ========== ========== ============ =========== ===========
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
1. NATURE AND CONTINUANCE OF OPERATIONS AND GOING CONCERN
Tethyan Resources plc (the "Company") is a public limited
company incorporated and domiciled in England and its shares are
traded on the AIM Market of the London Stock Exchange. The address
of the Company's registered office is 27-28 Eastcastle Street,
London W1W 8DH. The consolidated financial information of the
Company as at June 30, 2017 is comprised of the Company and its
subsidiaries (together referred to as the 'Group' and individually
as 'Group entities'). This consolidated financial information
comprise 'non-statutory' financial information of the Company and
is unaudited and do not constitute statutory financial information
as defined in section 434 of the UK Companies Act 2006.
The Company is currently in the process of acquiring, exploring
and evaluating potential properties in Serbia.
The Company has not generated significant revenues or cash flows
from operations. These condensed consolidated interim financial
statements have been prepared on a going concern basis, which
assumes that the Company will be able to realize its assets and
discharge its liabilities in the normal course of business. As at
June 30, 2017, the Company has a working capital of GBP910,000
representing funds available to cover on-going operating costs. The
Company has incurred negative cash flows from operations, recorded
a loss of GBP1,152,000 for the six months ended June 30, 2017, and
has an accumulated deficit of GBP31,315,000 as at June 30,
2017.
The Company's ability to continue on a going concern basis
depends on its ability to successfully raise financing. Although
the Company has been successful in the past in obtaining financing,
there is no assurance that it will be able to obtain adequate
financing in the future or that such financing will be on terms
acceptable to the Company. These condensed consolidated interim
financial statements do not give effect to adjustments that would
be necessary to the carrying values and classification of assets
and liabilities should the Company be unable to continue as a going
concern.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
These financial statements have been prepared in accordance with
the International Financial Reporting Standards ("IFRS") as issued
by the International Accounting Standards Board ("IASB") and
interpretations of the International Financial Reporting
Interpretations Committee ("IFRIC"). These unaudited condensed
consolidated interim financial statements have been prepared in
accordance with IAS 34, Interim Financial Reporting and follow the
same accounting policies and methods of application as the
Company's most recent annual financial statements.
These consolidated financial statements were approved for
issuance by the Company's Board of Directors on August 25,
2017.
Basis of consolidation
These condensed consolidated interim financial statements
include the accounts of the Company and its wholly owned
subsidiaries. All intercompany balances and transactions have been
eliminated on consolidation. The Company consolidates subsidiaries
where it has the ability to exercise control. Control over an
investee is defined to exist when the investor is exposed, or has
rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over
the investee. Particularly, the Company controls investees, if and
only if, the Company has all of the following: power over the
investee, exposure or rights to variable returns from its
involvement with the investee, and the ability to use its power
over the investee to affect its returns.
Functional and presentation currency
The consolidated financial information is presented in GBP
Sterling, which is the Company's functional currency. All
information presented in GBP Sterling has been rounded to the
nearest thousands, except when otherwise indicated.
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign
exchange rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies at the
balance sheet date are translated to Sterling at the foreign
exchange rate ruling at that date. Foreign exchange differences
arising on translation are recognized in the income statement.
Non-monetary assets carried at fair value and denominated in
foreign currency are translated at the rate prevailing when the
fair value was determined.
On consolidation, the assets and liabilities of the Group's
overseas operations that do not have a Sterling functional currency
are translated at exchange rates prevailing at the balance sheet
date. Income and expense items are translated at the dates of the
transactions. Exchange differences arising are recognized in other
comprehensive income and the Group's translation reserve. Such
translation differences are reclassified to profit and loss in the
period in which the operation is disposed of.
Business combinations
For business combinations, the assets, liabilities and
contingent liabilities of a subsidiary are measured at their fair
value at the date of acquisition.
Any excess of the fair value of the consideration over the fair
values of the identifiable net assets acquired is recognized as
goodwill, which is subsequently tested for impairment rather than
amortized. If the cost of the acquisition is less than the fair
value of net assets of the subsidiary acquired, the difference is
recognized directly in the income statement.
The results of subsidiaries acquired or disposed of during the
year are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of
disposal, as appropriate.
Use of estimates and judgments
The preparation of the consolidated financial information in
conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of accounting
policies and reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an on-going
basis. Revisions to accounting estimates are recognized in the
period in which the estimates are revised and in any future periods
affected.
Information about critical judgements, estimates and assumptions
in applying accounting policies that have the most significant
effect on the amounts recognized in the consolidated financial
information are disclosed below:
-- The Company's assessment of its ability to continue as a
going concern requires judgments about whether sufficient financing
will be obtained in the near term. See Note 1.
-- The determination of fair values of shares and share-based
compensation which require assumptions with respect to volatility,
expected life and discount rates. Changes in these assumptions
impact fair value to be recognized in profit and loss.
New accounting standards and pronouncements
In respect of the financial information, the following IFRS
Standards and Interpretations, which have not been applied in the
financial information, were in issue but not yet effective. These
new Standards, Amendments and Interpretations are effective for
accounting periods beginning on or after the dates shown below:
Standard Description Date
-------- --------------------------- ----------
IFRS 9 January 1,
Financial Instruments 2018
IFRS 15 Revenue from Contracts with January 1,
Customers 2018
IFRS 16 January 1,
Leases 2019
The Company does not expect to apply these standards prior to
their mandatory effective date. At this time, the Company does not
anticipate that the above standards would have a significant impact
on the financial statements of the Company.
3. INVESTMENT IN SUBSIDIARIES
a) Tethyan Resources Serbia d.o.o Acquisition
During the period ended June 30, 2017, the Company acquired the
issued and outstanding share capital of Tethyan Resources Serbia
d.o.o. This acquisition constitutes an asset acquisition as Tethyan
Resources Serbia d.o.o., at the time of the acquisition, did not
meet the definition of a business, as defined in IFRS 3 'Business
Combinations'.
The Company paid a total consideration of GBPNil for this
acquisition. Fair value of net assets of Tethyan Resources Serbia
d.o.o. at acquisition date:
Fair value of net assets of
Tethyan Resources Serbia d.o.o.
at acquisition date:
Cash GBP 92,160
Plant and equipment 814
Amounts receivable 51,782
Accounts payable (2,101)
Amounts due to company (477,847)
----------------------------------------- ----------
Net liabilities at acquisition (335,192)
----------------------------------------- ----------
Foreign exchange adjustment 31,103
Net liabilities after foreign
currency adjustment (304,089)
----------------------------------------- ----------
Consideration for acquisition: GBP -
Loss on asset acquisition (304,089)
----------------------------------------- ----------
b) Global Mineral Resources d.o.o Acquisition
On April 3, 2017, the Company acquired the issued and
outstanding shares of Global Mineral Resources d.o.o for a nominal
amount. At the time of this acquisition, the realizable net
liabilities of Global Mineral Resources d.o.o. were GBP25,921,
which was recorded as a loss on acquisition.
c) Kosovo Resources Co. Acquisition
During the period ended June 30, 2017, the Company acquired the
issued and outstanding shares of Kosovo Resources Co. for a nominal
amount. At the time of this acquisition the realizable net assets
of Kosovo Resources Co. were GBPNil.
d) Tethyan Resources Jersey Ltd Acquisition
In May 2016, the Company acquired the entire issued share
capital of Tethyan Resources Jersey Ltd (formerly Moroccan Minerals
Ltd). The acquisition constitutes an asset acquisition as Tethyan
Resources Jersey Ltd, at the time of the acquisition, did not meet
the definition of a business, as defined in IFRS 3 'Business
Combinations'.
The Company acquired all of the issued and outstanding common
shares of Tethyan Resources Jersey Ltd, being 17,974,054 shares, by
issuing 75,850,508 shares of the Company in a 4.22 to 1 ratio. In
addition 105,560 warrants were issued with a strike price of 0.348
p per share. As the acquisition was deemed to be for an asset
acquisition and not a business combination, the excess of the
consideration over the net assets or liabilities acquired is
expensed to the income statement and is not treated as goodwill
arising on the acquisition. The 'loss on asset acquisition'
expensed in the income statement is arrived at as follows:
Fair value of net assets of
Tethyan Resources Jersey Ltd
at acquisition date:
Cash GBP 37,215
Plant and equipment 4,792
Prepaid expenses 11,787
Amounts due from related parties 85,727
Accounts payable (55,330)
Amounts due to company (135,340)
----------------------------------------- ----------
Net liabilities at acquisition (51,149)
----------------------------------------- ----------
Consideration for acquisition:
75,850,508 shares at 0.35p
per share GBP 265,477
Loss on asset acquisition (316,626)
----------------------------------------- ----------
4. EXPLORATION AND EVALUATION ASSETS
Suva Ruda Gokcanica
Project Project Other Total
----------------- --------- --------- ------- -------
GBP'000 GBP'000 GBP'000 GBP'000
----------------- --------- --------- ------- -------
Opening balance,
December
31, 2016 - - - -
----------------- --------- --------- ------- -------
Geological
work 173 - - 173
----------------- --------- --------- ------- -------
Geological
samples 51 - - 51
----------------- --------- --------- ------- -------
Geological
equipment 1 - - 1
----------------- --------- --------- ------- -------
Geophysics 4 - - 4
----------------- --------- --------- ------- -------
Geological
reports 2 - - 2
----------------- --------- --------- ------- -------
Licenses 12 - 2 14
----------------- --------- --------- ------- -------
Balance,
as at June
30, 2017 243 - 2 245
----------------- --------- --------- ------- -------
In October 2016, Tethyan signed an option agreement with Deep
Research d.o.o ("Deep Research"), a private Serbian company, that
gives Tethyan the sole and exclusive right to acquire (the
"Option") a license over the Suva Ruda Project in Serbia (the
"License"). The License is located in Southern Serbia near the town
of Raska (30,000 inhabitants), 170 km directly south of Belgrade
and within the Raska Ore district. The License comprises one
exploration permit with a surface area of 87 km2.
The Company completed 4 diamond drill holes for a total of 2,318
meters on the Rudnitza copper-gold porphyry prospect within the
Suva Ruda exploration permit located in Serbia in December
2016.
In May 2016, the Company executed an option agreement with
Rockstone Group LLC ("RSG") to which Tethyan can earn up to 80%
interest in the Gokcanica project licenses in Southern Serbia ("the
Gokcanica Permits).
The Gokcanica Permits consist of two adjoining permits with a
combined area of 110km(2) located in southern Serbia, 5 km to the
north of the town Josaniska Banja. The area is located within the
500 km(2) Rashka ore field. A Jurassic ophiolite sequence intruded
and overlain by Tertiary andesitic volcanics and intermediate
stocks covers the area. The board of Tethyan believes that good
potential for porphyry and epithermal style mineralisation as well
as deeper-level replacement base metal and gold deposits exists
throughout the license.
5. SHARE CAPITAL
Authorized capital
The Company is authorized to issue an unlimited number of common
and preferred shares without par value. There are currently no
preferred shares issued and outstanding.
June 30, December 31,
2017 2016
Number GBP'000 Number GBP'000
-------------------------- ----------- ------- ------------ -------
Allotted, called up and
fully paid
Ordinary shares of 0.1p
each 168,182,052 368 145,959,829 146
Deferred A shares of 0.9p
each 368,716,729 3,318 368,716,729 3,318
Deferred A shares of 0.9p
each 89,193,163 446 89,193,163 446
-------------------------- ----------- ------- ------------ -------
4,132 3,910
-------------------------- ----------- ------- ------------ -------
In July 2016, the Company's ordinary shares were consolidated on
a 1 to 6 basis. The Deferred Shares are not listed on any Stock
Exchange and have no rights to vote at any meeting of the Company.
These Deferred Shares do not have any rights to dividends nor any
other form of distribution other than a maximum of 0.9 pence per
share on a return of capital on a winding up of the Company
(provided the Company has sufficient cash after the holders of the
New Ordinary Shares have been paid an aggregate amount of the paid
up capital thereon being 0.1 pence plus 10,000,000 for each
Ordinary Share).
Changes in issued Share Capital and Share Premium
Nominal Share
Number value premium Total
of shares GBP'000 GBP'000 GBP'000
------------------------------- ------------ ------- -------- -------
At December 31, 2015 -
Ordinary shares of 0.1p
each 416,308,470 3,734 25,431 29,165
------------------------------- ------------ ------- -------- -------
Shares issued at GBP0.038
each in April 2016 30,000,000 30 84 114
Shares issued at GBP0.038
each in May 2016 13,000,000 13 37 50
Shares issued at GBP0.043
each in May 2016 75,850,508 76 190 266
------------------------------- ------------ ------- -------- -------
Total Pre Share Reorganisation
on July 20, 2016 535,158,978 3,853 25,742 29,595
Ordinary A shares of 0.1p
each 89,193,163 89 2,998 3,087
Ordinary B shares of 0.9p
each 368,716,729 3,318 22,744 26,062
Ordinary B shares of 0.5p
each 89,193,163 446 - 446
Shares issued at 0.1p
each in August 2016 1,166,666 1 - 1
Shares issued at 0.1p
each in November 2016 55,600,000 56 1,139 1,195
------------------------------- ------------ ------- -------- -------
As at December 31, 2016
- Ordinary shares of 0.1p
each 145,959,829 3,910 26,881 30,791
------------------------------- ------------ ------- -------- -------
Ordinary A shares of 0.1p
each 22,222,223 222 778 1,000
------------------------------- ------------ ------- -------- -------
As at June 30, 2017 -
Ordinary shares of 0.1p
each 168,182,052 4,132 27,659 31,791
------------------------------- ------------ ------- -------- -------
Share options
Details of the number of share options and the weighted average
exercise price (WAEP) outstanding during the period are as
follows:
December 31,
June 30, 2017 2016
WAEP WAEP
Number Pence Number Pence
----------------------------- ---------- ----- ------------- -----
Outstanding at the beginning
of and at
the end of the period 11,100,000 0.29 28,400,000 3.14
Cancelled during the period - - (28,400,000) 3.14
Issued during the period - - 11,100,000 0.29
----------------------------- ---------- ----- ------------- -----
Exercisable at the period
end 11,100,000 0.29 18,400,000 0.29
----------------------------- ---------- ----- ------------- -----
The fair value of options granted was estimated using a simple
simulation pricing model, the inputs to which were as follows:
Share options outstanding at June 30, 2017 had a weighted average
exercise price of 3.14 pence (2016: 1.04 pence) and a weighted
average contractual life of 4.25 years (2016: 5.35 years). The
expected volatility was 50% and the risk free rate used was 2.56%,
giving a fair value at date of grant of GBP59,350 during the
previous period ended December 31, 2016.
To date no share options have been exercised. There are no
market based vesting conditions attaching to any share options
outstanding at June 30, 2017.
At June 30, 2017 the total number of options over ordinary
shares outstanding was as follows:
Weighted
average
exercise
price
Exercise period Number (pence)
---------------------------- ---------- --------
Exercisable until 2021 11,100,000 0.29
---------------------------- ---------- --------
Exercisable at the year end 11,100,000 0.29
---------------------------- ---------- --------
Joint Share Ownership Plan ("JSOP")
The Employee Benefit Trust ("EBT") is administered by Equiom
(Guernsey) Limited as trustees. The trustees hold the shares for
the purpose of entering into incentive awards and other
arrangements within the terms of its trust deed. The EBT has an
interest free loan from the Company to buy shares.
Under the terms of the JSOP which the EBT has entered into, each
participant enters into a joint ownership of the respective shares
together with the EBT. The interest of the participant relates to
the increase in value of the shares above a 'Hurdle Value'. The
JSOP may be realised on certain events, including a 'change of
control' of the Company, or after the earliest date for realisation
set out below, but before the expiry date set out below. The amount
that can be realised under the award depends on the nature of the
event.
In the event that the JSOP award is realised by a sale of the
shares, the difference between the Hurdle Value and the sales price
will be held by the EBT and may be applied either to repay the loan
outstanding with the Company or to provide further benefits to its
beneficiaries.
References in the statement of financial position and changes in
equity to own shares held by EBT relate to those shares issued as
part of the JSOP. Due to the conditions described above this is
considered an equity settled share-based payment transaction.
The number of shares granted and outstanding as June 30, 2017 is
as follows:
Weighted
average
exercise
price
Exercise period Number (pence)
------------------------------------ --------- --------
Outstanding as at December 31, 2016 1,333,333 45.3
------------------------------------ --------- --------
Outstanding as at June 30, 2017 1,333,333 45.3
------------------------------------ --------- --------
The fair value of this incentive was measured at the date of the
award using a binomial option valuation model and is considered the
most appropriate method taking into account the effect of the
vesting conditions, the expected exercise period and the dividend
policy of the Company. There are no market vesting conditions
attached to these awards.
Share Warrants
As at June 30, 2017, there were 2,447,060 warrants outstanding
with a weighted average exercise price of 1.31 pence per share.
Details were as follows:
Weighted
average
exercise
price
Exercise period Number (pence)
------------------------------------- --------- --------
Exercisable until October 4, 2018 105,560 3.48
Exercisable until December 12, 2019 2,341,500 2.20
------------------------------------- --------- --------
Exercisable at the period ended June
30, 2017 2,447,060 2.26
------------------------------------- --------- --------
6. LOSS PER SHARE
Basic loss per share
The calculation of basic loss per share for the period ended
June 30, 2017 was based on the loss attributable to ordinary
shareholders of GBP1,152,000 (June 30, 2016: loss GBP441,000) and
the weighted average number of ordinary shares in issue of
146,453,656 (June 30, 2016: 69,384,745), calculated as follows:
Loss attributable to ordinary shareholder (basic)
June 30,
June 30, 2017 2016
Total Total
GBP'000 GBP'000
---------------------------------- ------------- --------
Loss for the period, attributable
to owners of the Company (1,152) (441)
---------------------------------- ------------- --------
Weighted average number of ordinary shares (basic)
June 30,
June 30, 2017 2016
---------------------------------- ------------- ----------
Issued ordinary shares at January
1, 2017 145,959,829 61,452,788
Shares issued on March 28, 2017 493,827 7,931,957
---------------------------------- ------------- ----------
Issued ordinary shares at June
30, 2017 146,453,656 69,384,745
---------------------------------- ------------- ----------
Diluted loss per share
There is no difference between the diluted loss per share and
the basic loss per share presented. Share options granted to
employees could potentially dilute basic earnings per share in the
future, but were not included in the calculation of diluted
earnings per share as they are anti- dilutive for the period
presented.
The diluted weighted average number of shares in issue and to be
issued is 157,553,656.
7. CONTINGENT LIABILITIES
Contingent deferred consideration, estimated at GBP100,000
(December 31, 2016: GBP100,000), becomes payable if either of the
following events crystallise:
a. the Group discovering a proven deposit of at least three
million ounces of gold or gold equivalent at the Pu Sam Cap
operation in Vietnam and such deposit having been proven to be
capable of extraction by bulk-mining methods; or
b. a bona fide takeover offer having been made for the entire
issued share capital of the Company which values the Company at no
less than GBP133,333,333.
In the event either of the above events crystallise, any
liability would be settled by further payment in the form of a
share issue equal to the lesser of:
-- 33,333,333 Consideration Shares of 1p each issued at the
market value at the date of issue; or
-- such number of Consideration Shares as will be equal to 7.5%
of the number of Ordinary Shares in issue.
As the likelihood of these events happening is presently
considered remote the deferred consideration has not been
recognised as a liability. The contingency arose when the Company
acquired the Larchland Group from the vendors in the year ended
31st March 2005 and was part of the terms of the sale and purchase
agreement with Candice Holdings Limited.
8. CAPITAL COMMITMENTS
As at June 30, 2017, the Group has not been notified of any
capital commitments by its joint venture partners (December 31,
2016: nil). Tethyan has long term option deals on two projects
located in Serbia, Suva Ruda and Gokcanica. These are option deals
and Tethyan is not obligated to continue with either deal should
they desire to terminate the deals.
On the Suva Ruda deal the first 2000 meters of drilling was
completed in December 2016 and the first payment of EUR100,000 was
completed by June 30, 2017.
As of the date of approval of this financial information, both
deals are currently in good standing.
Suva Ruda agreement
Under the terms of the Agreement, Tethyan is entitled to
purchase 100% of the License or Deep Research (at Tethyan's
discretion) for a cash payment of EUR6 million, plus a percentage
of the eventual capital cost of building the mine (details set out
below), at any time during the total duration of the License and
any future extensions of the License (a minimum of 7 years from the
date of the Agreement).
The decision whether or not to exercise the Option during this
period is at the sole discretion of the Company. The percentage of
the capital costs payable by Tethyan in relation to the building of
the mine, will only become payable if Tethyan exercises the Option,
secures the necessary financing and proceeds with the building of
the mine. The percentage of these costs due to Deep Research will
be calculated as follows:
-- 4% of CAPEX up to EUR200m;
-- 2% of CAPEX between EUR200 - 500m;
-- 1% of CAPEX in excess of EUR500m.
Gokcanica option agreement
Tethyan may earn up to an 80% interest in the Gokcanica project
by completing the following:
(a) Stage 1:
In order to earn a 51% interest in the Gokcanica Permits,
Tethyan must commit a minimum expenditure of USD 500,000 on an
exploration program that will include a drilling of a minimum of
1,000m of either reverse circulation and/or diamond drilling within
2 years. This could include, but is not restricted to, mapping,
trenching, rock-chip sampling, soil sampling, remote sensing,
geophysics as well as other relevant items such as logistics and
administration.
(b) Stage 2:
In order to earn a 70% interest in the Gokcanica Permits, in
addition to the drilling commitment outlined above, Tethyan must
complete a Pre-Feasibility Study ("PFS") within 5 years.
(c) Stage 3:
In order to earn an 80% interest in the Gokcanica Permits, in
addition to the drilling commitment and PFS, Tethyan must complete
a Bankable Feasibility Study ("BFS") within the time-frame of the
exploration permits, their renewals or conversion to a mining
permit.
9. RELATED PARTIES
Key management and personnel compensation
Key management personnel include the directors of the Company.
Key management compensation consists of the following:
Six months Six months
ended ended
June June
30, 2017 30, 2016
(GBP'000) (GBP'000)
--------------- ----------- -----------
P Mullens 55 20
C Goss 4 22
F Baker 37 19
S Thacker 32 6
D Fohlen 35 11
G Kantarcigil - 6
--------------- ----------- -----------
163 84
--------------- ----------- -----------
The Directors consider that although the balances are
recoverable in full they are not repayable on demand and so are
regarded as long term in nature (i.e. due in more than one year).
The Company engaged the services of J. Proust & Associates
Inc., a company controlled by John Proust, a director of both the
Company and Southern Arc, its 29.91% shareholder, to provide
finance, accounting and administrative services to the Company for
a total amount estimated at GBP25,000. As at June 30, 2017, a
balance of GBP9,300 remains payable.
The above transactions occurred during the normal course of
operations and are recorded at the consideration established and
agreed to by the related parties.
10. FINANCIAL INSTRUMENTS
The nature of the Company's operations exposes the Company to
liquidity risk and market risk, which may have a material effect on
cash flows, operations and comprehensive income.
The Company's risk management policies are established to
identify and analyze the risks faced by the Company, to set
appropriate risk limits and to monitor market conditions and the
Company's activities. The Board of Directors has overall
responsibility for the establishment and oversight of the Company's
risk management framework and policies.
Liquidity risk is the risk that the Company is not able to meet
its financial obligations as they fall due. All of the Company's
financial liabilities such as accounts payable and accrued
liabilities are classified as current. The Company's approach to
managing liquidity risk is to ensure that it will have sufficient
liquidity to meet liabilities when due. See also Note 1.
Credit risk is the risk of loss associated with a counterparty's
inability to fulfill its payment obligations. The Company currently
does not have any significant credit risk.
Market risk is the risk of loss that may arise from changes in
market factors such as interest rates, foreign exchange rates, and
commodity and equity prices. The Company is currently exposed to
interest rate risk to the extent that the cash and short-term
investment maintained at the financial institutions are subject to
a floating rate of interest. The interest rate risk on the
Company's cash and short-term investment is minimal.
The Company also operates in Serbia and is subject to foreign
currency fluctuations primarily on its cash and accounts payable
and accrued liabilities denominated in Serbian Dinar.
At June 30, 2017, the Company had Dinar 1.46M (approximately
GBP11,000) in cash, and Dinar 2.44M (approximately GBP17,000) in
accounts payable and accrued liabilities. As at June 30, 2017,
Dinar amounts were converted at a rate of 0.00729 to GBP1.
Fair value
IFRS requires disclosure about fair value measurements for
financial instruments and liquidity risk using a three-level
hierarchy that reflects the significance of the inputs used in
making the fair value measurements. The three-level hierarchy is as
follows:
Level Unadjusted quoted prices in active markets
1 - for identical assets or liabilities;
Level Inputs other than quoted prices that
2 - are observable for the asset or liability
either directly or indirectly; and
Level Inputs that are not based on observable
3 - market data.
The carrying values of the Company's receivables and investments
and accounts payable and accrued liabilities approximate their fair
values.
11. CAPITAL MANAGEMENT
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
pursue the exploration and development of unproven mineral
properties, and to maintain a flexible capital structure. The
Company considers items included in shareholders' equity as
capital, which consists of shares issued to its parent company and
deficit. The Company manages its capital structure and makes
adjustments to it in light of changes in economic conditions and
the risk characteristics of the underlying assets. In order to
maintain or adjust its capital structure, the Company may issue new
shares or return capital to its shareholder.
The Company currently does not produce any revenue and has
relied on existing cash balances and capital financing to fund its
operations. The Company is currently not subject to externally
imposed capital requirements.
There were no changes in the Company's approach to capital
management in the period ended June 30, 2017.
12. SUBSEQUENT EVENTS
On August 17, 2017, the Company obtained a receipt in connection
with the filing of a non-offering final prospectus in the province
of British Columbia, Canada. As a result, the Company is now a
reporting issuer in the province of British Columbia. In addition,
the TSX Venture Exchange ("TSX-V") has conditionally approved the
Company's application to list its ordinary shares on the TSX-V.
Final approval of listing on the TSX-V is subject to the Company
satisfying certain customary conditions required by the TSX-V.
On August 25, 2017, the Company appointed Fabian Baker, the
Chief Operating Officer, to the board of directors of the Company.
The Company also appointed Sol Thacker, the Chief Financial
Officer, as Corporate Secretary.
The company news service from the London Stock Exchange
END
IR SEAEDUFWSEFA
(END) Dow Jones Newswires
August 30, 2017 02:00 ET (06:00 GMT)
Tethyan Res (LSE:TETH)
過去 株価チャート
から 5 2024 まで 6 2024
Tethyan Res (LSE:TETH)
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から 6 2023 まで 6 2024
