Interim Report and Financial Statements for the Period Ended 30 September 2017

18 December 2017

The Directors of West African Minerals Corporation (AIM: WAFM) are pleased to announce its unaudited consolidated interim financial statements for the period ended 30 September 2017.

Financial Highlights

  • Total Assets decreased to £2.8 million (31 March 2017: £22.2 million), with a complete impairment of the Sanaga assets recognised during the period.
  • Cash on hand equates to £2.67 million (31 March 2017: £3.15 million).
  • Operational expenses continue to be rigorously controlled at all levels.
  • During the financial period under review, the Group reported a total comprehensive loss of £19.4 million (30 September 2016: £0.07 million).
  • Basic and diluted loss per share increased to 0.05pence per share (30 September 2016: 0.030 pence).  

Operational Highlights

Mineral Resource Estimate ("MRE") and Metallurgy at Sanaga:

  • The Ministry of Mines in Cameroon has finalised the approval of a lease-area reduction of WAFM's surface holdings from 4,117 km2 to 330 km2 (1 km2 extension of Sanaga has been requested to follow mineralisation and this may bring WAFM's surface holdings to 331 km2).

Cash Preservation

  • Due to the persisting weak market for iron ore and following the completion of the Sanaga Scoping Study, WAFM has successfully reduced operational and corporate expenditure, preserving its cash position during the period. 
  • The strategy to reduce expenditure to a bare minimum included significant reduction in the operational team and exploration field activities, the successful reduction in the lease area size under exploration permit in Cameroon (to include only areas of "known mineralisation") and a rationalisation of Corporate overheads. This strategy will remain in place through to the next financial year end.

For further information contact:

West African Minerals Corporation

Willy Simon

 

+44 (0)20 7382 8300

 

Beaumont Cornish Limited (Nominated Adviser)

Roland Cornish

Michael Cornish

 

+44 (0)20 7628 3396

Beaufort Securities Limited (Broker)

Jon Belliss

 

+44 (0)20 7382 8300

 

Further information is available on the Company's website: www.westafricanminerals.com

 

This announcement is inside information for the purposes of Article 7 of Regulation 596/20014.

 

Chairman's statement

Outlook

Following the period end, the Board undertook a review of the strategy for the future development of the Company. Considering the continuing challenging market conditions for junior exploration companies, and the difficulties in finding commercial partners and / or buyers for the Sanaga Project, a decision has been taken not to progress the Sanaga Project any further. The Company will not expend any further funds on the Sanaga Project, other than those that are required to maintain the project licences in good standing, and to preserve value pending any future sale of the Project.

The Board is considering all options in respect of the Company's existing iron interests, including whether to separate the Company's interests by means of an in specie distribution to shareholders or otherwise and seeking investment opportunities in a different sector, and in particular life sciences. The Board is also assessing whether to remain on AIM or seek admission to another recognised market and a further announcement will be made in due course as and when this review has been completed.

Operations in Review

Cash Preservation

WAFM continues to operate with a skeleton staff under a cash preservation budget and has maintained significantly reduced expenditure relating to its lease holding and service providers.

No further monies will be spent directly on the Sanaga Project, further preserving cash reserves. Semester and Annual reporting and other compliance related activities have been kept current, together with renewing the annual licences for the Project areas.  

Events Post Period End

On 13 November 2017, Gerard Holden and James Mellon both resigned as Directors of the Company and its subsidiaries. On the same day, Willy Simon was appointed as Acting Chairman.

Results to 30 September 2017

During the financial period under review, the Company reported a loss from operations of £19.26 million (2016: £0.10 million).

The Company also assessed the carrying value of deferred mine costs relating to areas for which licenses were still held for impairment as at 30 September 2017 and considered that the recoverable amount of these assets in light of the decision to cease all active operations and revert to care and maintenance pending disposal is substantially less than the carrying amount and as such, a complete impairment was recognised.

The Company's shareholders' equity at 30 September 2017 stood at £2.64 million (31 March 2017: £22.04 million), reduced by 88% primarily as a result of the full impairment of Sanga costs incurred during the period.  

Total costs capitalised to deferred mine exploration costs stood at £0  (31 March 2017: £12.2 million).

Cash stood at £2.67 million at the end of the period (31 March 2017: £3.15 million).

Total number of shares in issue as at the yearend was 381,157,838. No new shares were issued during the period.

Summary

Following the announcement of the revised strategy for the Company, the Board has been seeking out and evaluating various different opportunities. As soon as a promising opportunity has been identified, the Board will evaluate whether existing cash reserves will be sufficient, or if additional sources of funding will be required. Until such time as an agreement or decision is made concerning the future strategy of the Company, cash will be preserved and strictly monitored.

The Board remains positive in identifying an opportunity or opportunities that will generate shareholder value. 

Willy Simon

Acting Chairman

18 December 2017

 

Directors' report

The Directors present their interim report and the unaudited consolidated interim financial statements for West African Minerals Corporation ("WAFM" or the "Company") for the six month period ended 30 September 2017.

Principal activity

The Company seeks investment opportunities across all types of natural resources projects. This investing policy permits the review and consideration of potential investments in not just metals and metals projects, but also investment in all types of natural resources projects, including but not limited to all metals, minerals and hydrocarbon projects, or physical resource assets on a worldwide basis.

On 13 November 2017, it was announced that, due to the continuing challenging iron ore market conditions and difficulties in finding commercial partners, a decision has been made to not progress the Sanaga iron ore project any further. No further funds will be expended on the project, other than to maintain the current licences in good standing and to preserve value pending any prospective sale of the assets.

Following this, the Board is currently in the process of reviewing the strategy for the future development of the Company.

Results and transfers to reserves

The results and transfers to reserves for the period are set out on pages 6 to 9.

The Group made a total comprehensive loss for the period after taxation of £19.4 million (30 September 2016: £68,659).

Dividend

The Directors do not propose the payment of a dividend for the period (2016: £nil).

Directors

The Directors who served during the period and to date are:

 

Gerard Holden

(Resigned 13 November 2017)

Bradford Mills*

(Resigned 2 June 2017)

Andrew Gutmann *

 

Willy Simon *

 

James Mellon *

(Resigned 13 November 2017)

Dr Kunwar Shailubhai*

(Appointed 6 July 2017)

 

 

* non-executive

 

 

By order of the Board

 

Willy Simon

Director

Craigmuir Chambers

Road Town

18 December 2017                                                                                       Tortola

British Virgin Islands

Unaudited consolidated statement of comprehensive income

for the six-month period ended 30 September 2017

 

 

 

Notes

 

Period ended

30 September 2017

(unaudited)

Period ended

30 September 2016

(unaudited)

 

 

 

 

£

£

 

 

 

 

 

 

Continuing operations

 

 

 

 

 

 

Income

 

 

 

 

-

-

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

Directors' fees

 

17

 

 

(13,732)

(15,118)

Salaries and wages

 

 

 

 

(5,095)

(4,743)

Consultants' fees

 

 

 

 

-

(3,200)

Other professional fees

 

 

 

 

(65,677)

(95,028)

Administration expenses

 

 

 

 

(55,700)

(63,597)

Share option and warrants

 

15

 

 

(3,023)

(16,527)

Other costs

 

 

 

 

(2,932)

(160)

Impairment - deferred mine cost

 

6

 

 

(12,398,292)

-

Impairment - exploration permit

 

11

 

 

(6,284,715)

-

Impairment - goodwill

 

9

 

 

(429,137)

-

 

 

 

 

 

───────

───────

Total operating loss

 

4

 

 

(19,258,303)

(198,373)

 

 

 

 

 

 

 

Other (losses)/gains - net

 

 

 

 

(1,084)

95,987

Finance income

 

 

 

 

568

2,758

 

 

 

 

 

───────

───────

Loss before income tax

 

 

 

 

(19,258,819)

(99,628)

 

 

 

 

 

 

 

Taxation

 

5

 

 

-

-

 

 

 

 

 

───────

───────

Loss for the period

 

 

 

 

(19,258,819)

(99,628)

 

 

 

 

 

 

 

Other comprehensive (loss)/income - foreign currency translation reserve

 

 

 

 

(142,357)

30,969

 

 

 

 

 

───────

───────

Total comprehensive loss for the period

 

 

(19,401,176)

(68,659)

 

 

 

 

 

═══════

═══════

 

 

 

 

 

 

 

Basic and diluted loss per share

 

19

 

 

(0.05)

(0.0003)

 

 

 

 

 

═══════

═══════

               

 

The notes on pages 10 to 20 form an integral part of these condensed consolidated interim financial statements.

 

The Directors consider that all results derive from continuing activities.




Unaudited consolidated statement of financial position

as at 30 September 2017

 

 

Notes

 

 

At

30 September 2017

(unaudited)

At

31 March 2017

(audited)

 

 

 

 

£

£

Assets

 

 

 

 

 

Property, plant and equipment

7

 

 

42,518

61,012

Deferred mine exploration costs

6

 

 

-

12,183,882

Exploration permits

11

 

 

-

6,284,715

Goodwill

9

 

 

-

429,137

 

 

 

 

───────

───────

Total non-current assets

 

 

 

42,518

18,958,746

 

 

 

 

───────

───────

Current assets

 

 

 

 

 

Cash and cash equivalents

 

 

 

2,666,675

3,145,820

Trade and other receivables

13

 

 

167,257

141,853

 

 

 

 

───────

───────

Total current assets

 

 

 

2,833,932

3,287,673

 

 

 

 

───────

───────

Total assets

 

 

 

2,876,450

22,246,419

 

 

 

 

═══════

═══════

Equity

 

 

 

 

 

Share premium

8

 

 

66,192,355

66,192,355

Share options reserves

 

 

 

-

68,933

Foreign currency translation reserve

 

 

 

(10,479)

131,878

Retained deficit

 

 

 

(63,541,005)

(44,354,141)

 

 

 

 

───────

───────

Shareholders' equity

 

 

 

2,640,871

22,039,025

 

 

 

 

───────

───────

Current Liabilities

 

 

 

 

 

Trade and other payables

14

 

 

235,579

207,394

 

 

 

 

───────

───────

Total liabilities

 

 

 

235,579

207,394

 

 

 

 

───────

───────

Total equity and liabilities

 

 

 

2,876,450

22,246,419

 

 

 

 

═══════

═══════

 

The notes on pages 10 to 20 form an integral part of these condensed consolidated interim financial statements.

 

These financial statements were approved by the board of Directors on 18 December 2017 and were signed on their behalf by:

 

 

 

 

 

 

Andrew Gutmann                                                                                                          Willy Simon

Director                                                                                                                            Director

  

 

Unaudited consolidated statement of changes in equity

for the six-month period ended 30 September 2017

 

 

 

Notes

Share

premium

Share options reserve

Share warrants reserve

Foreign currency translation reserves

Retained

deficit

Total shareholders' equity

 

 

£

£

£

£

£

£

 

 

 

 

 

 

 

 

Balance at 1 April 2017 (audited)

 

66,192,355

68,933

-

131,878

(44,354,141)

22,039,025

 

 

 

 

 

 

 

 

Total comprehensive loss for the period

 

 

 

 

 

 

 

Loss for the period

 

-

-

-

-

(19,258,819)

(19,258,819)

Other comprehensive  income for the period

 

-

-

-

(142,357)

-

(142,357)

 

 

 

 

 

 

 

 

Transactions with owners, recorded directly in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions by and distributions to owners

 

 

 

 

 

 

 

Options and warrants reserve charge  

15

-

3,023

-

-

-

3,023

Options expired/cancelled

15

-

(71,956)

-

-

71,956

-

 

 

───────

───────

───────

───────

────────

───────

Balance at 30 September 2017 (unaudited)

 

66,192,355

-

-

(10,479)

(63,541,005)

2,640,871

 

 

═══════

═══════

═══════

═══════

════════

═══════

 

 

 

 

 

 

 

 

Balance at 1 April 2016 (audited)

 

66,192,355

184,322

1,114,454

(192,433)

(45,029,569)

22,269,129

 

 

 

 

 

 

 

 

Total comprehensive loss for the period

 

 

 

 

 

 

 

Loss for the period

 

-

-

-

-

(99,628)

(99,628)

Other comprehensive  income for the period

 

-

-

-

30,969

-

30,969

 

 

 

 

 

 

 

 

Transactions with owners, recorded directly in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions by and distributions to owners

 

 

 

 

 

 

 

Options and warrants expired/cancelled

15

-

-

-

-

-

-

Options and warrants reserve charge  

15

-

16,527

-

-

-

16,527

 

 

───────

───────

───────

───────

────────

───────

Balance at 30 September 2016 (unaudited)

 

66,192,355

200,849

1,114,454

(161,464)

(45,129,197)

22,216,997

 

 

═══════

═══════

═══════

═══════

════════

═══════

 

The notes on pages 10 to 20 form an integral part of these condensed consolidated interim financial statements.

 

Unaudited consolidated statement of cash flows

for the six-month period ended 30 September 2017

                                     

 

Notes

Period ended

30 September 2017

(unaudited)

Period ended

30 September 2016

(unaudited)

 

 

 

 

£

£

 

 

Cash flows from operating activities

 

 

 

 

 

Loss for the period

 

(19,258,819)

(99,628)

 

 

 

 

 

 

 

 

Adjusted for non-cash and non-operating items:

 

 

 

 

 

Share options and warrants charge

 

3,023

16,527

 

 

Finance income

 

(568)

(2,758)

 

 

Impairment - deferred mine cost

 

12,398,292

 

 

 

Impairment - exploration permit

 

6,284,715

 

 

 

Impairment - goodwill

 

429,137

 

 

 

 

 

───────

───────

 

 

 

 

(144,220)

(88,859)

 

 

 

 

 

 

 

 

Change in trade and other receivables

 

(25,403)

(15,960)

 

 

Change in trade and other payables

 

28,184

44,893

 

 

 

 

───────

───────

 

 

Net cash used in operating activities

 

(141,439)

(56,926)

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Purchase of property, plant and equipment

7

(1,833)

(270)

 

 

Amount paid for capitalised deferred mine exploration cost

6

(194,084)

(102,096)

 

 

 

 

───────

───────

 

 

Net cash used in investing activities

 

(195,917)

(102,366)

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Interest received

 

568

2,758

 

 

 

 

───────

───────

 

 

Net cash generated from financing activities

 

568

2,758

 

 

 

 

 

 

 

 

Effect of foreign exchange movement on cash

 

(142,357)

30,969

 

 

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(479,145)

(125,565)

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

3,145,820

3,568,800

 

 

 

 

───────

───────

 

 

Cash and cash equivalents at end of period

 

2,666,675

3,443,235

 

 

 

 

═══════

═══════

 

 

 

The notes on pages 10 to 20 form an integral part of these condensed consolidated interim financial statements.

 

 

Notes

forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2017

 

1    Reporting Entity

West African Minerals Corporation (the "Company" or "WAFM") is a company domiciled in the British Virgin Islands. These consolidated financial statements comprise the Company and its subsidiaries (collectively the "Group"). The Company's strategic objective is to acquire holdings in natural resources companies and/or physical resource assets which the Directors believe are undervalued and where such a transaction has the potential to create value for Shareholders. The Company is currently reviewing its investment strategy and considering all options, including seeking investment opportunities in a different sector, and in particular life sciences.

 

2    Basis of preparation

 

(a)   Statement of compliance

The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU and do not include all of the information required for full annual financial statements. The condensed consolidated interim financial statements were authorised for issue by the Board of Directors on 18 December 2017.

 

(b)   Basis of measurement

 

Functional and Presentation Currency

The consolidated financial statements of the Group are presented in Pounds Sterling (£) which is the Company's functional currency. All financial information presented in Pounds Sterling has been rounded to the nearest pound.

 

Estimates

The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Significant estimates and assumptions include those related to recoverability of mineral properties and determination as to whether costs are expensed or deferred.

 

Going concern

The consolidated financial statements have been prepared on a going concern basis, taking into consideration the level of cash and cash equivalents presently held by the Group, and after considering the change in strategy of the Company. The Directors therefore have a reasonable expectation that, despite the economic uncertainty, the Company will have adequate resources and liquidity management (note 12) for its continuing existence and projected activities for the foreseeable future, and for these reasons, continue to adopt the going concern basis in preparing the consolidated financial statements for the period ended 30 September 2017.

 

3    Significant accounting policies

The condensed consolidated interim financial statements of the Company for the period ending 30 September 2017 comprise the Company and its subsidiaries (together referred to as the "Group").

 

The accounting policies adopted by the Group in the preparation of these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 March 2017. There were no new accounting policies adopted during the period.

 

The audited consolidated financial statements of the Group as at and for the year ended 31 March 2017 are available at the Group's website http://westafricanminerals.com/content/investor-centre/annual-interim-filings.




 

Notes (continued)

forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2017

 

4    Operating loss

Loss before finance income is stated after charging:       

Company and Group

Period ended

30 September 2017

(unaudited)

Period ended

30 September 2016

(unaudited)

 

 

£

£

 

Auditors' Fees

17,085

21,289

 

Directors' Fees (note 16)

13,732

15,118

 

Depreciation (note 7)

-

-

 

 

══════

══════

 

 

5    Taxation

The British Virgin Islands, under the International Business Companies Act 2004, imposes no corporate taxes or capital gains taxes. However, the Group may be liable for taxes in the jurisdictions where it is operating.

 

The corporate tax rate in Cameroon is 35% (taking into account the 10% surcharge, the effective rate is 38.5%). The basic rate is reduced to 30% for the first three years a company is listed on the national stock exchange. Losses may be carried over for utilisation for up to four years. The operating subsidiary in Cameroon incurred losses from inception to current period therefore it is not subject to tax liability.

 

Deferred tax assets, estimated to be £1,004,802 (31 March 2017: £637,673) for Cameroon operations, have not been recognised due to insufficient evidence of the timing of suitable future profits against which they can be recovered. Deferred tax liabilities have also not been recognised.

 

6    Deferred mine exploration costs

The schedule below details the current projects of the Group and the related acquisition cost capitalised:

 

    

Cameroon

Total

 

£

£

Cost

 

 

At 1 April 2017 (audited)

14,210,260

14,210,260

Costs capitalised during the period

194,084

194,084

Depreciation charges capitalised during the period (note 7)

20,326

20,326

 

──────────

──────────

At 30 September 2017 (unaudited)

14,424,670

14,424,670

 

──────────

──────────

Impairment

 

 

At 1 April 2017 (audited)

2,026,378

2,026,378

Impairment recognised during the period

12,183,882

12,183,882

 

──────────

──────────

At 30 September 2017 (unaudited)

14,424,670

14,424,670

 

──────────

──────────

Net book value

 

 

At 30 September 2017 (unaudited)

-

-

At 31 March 2017 (audited)

12,183,882

12,183,882

 

═══════

═══════

 

Deferred mine exploration costs represent intangible assets. Equipment and other assets used in exploratory activities are capitalised in Property, Plant and Equipment. Depreciation charges in respect of these assets are capitalised in deferred mine exploration costs.




 

Notes (continued)

forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2017

 

6    Deferred mine exploration costs (continued)

 

Cameroon

The CMC Exploration Permits, held by Compagnie Minière du Cameroun ("CMC Cameroon") originally comprised six permits for the exclusive rights to explore for iron ore and associated minerals in each of the Dja, Djadom, Lélé, Binga, Minko and Sanaga zones in Cameroon. License permits for Dja and a large portion of Minko were relinquished during the course of license renewal in January 2014. Permits for the remaining licenses have been approved by the government of Cameroon for two additional years.

 

As a result of the surrender of the Dja and the majority of the Minko licenses (relating to areas within the national parks) in the course of license renewal negotiations in January 2014, the Group recognised a full impairment against the balances capitalised in relation to these two licences (with the exception of the remaining 50% retained balance of the Minko license).

 

The Group assessed the deferred mine costs, relating to areas for which licenses were still held, for impairment as at 30 September 2017 and .

 

7    Property, plant and equipment

Group

Geological tools & equipment

Furniture & equipment

Transportation

equipment

    Total

 

£

£

£

£

Cost

 

 

 

 

At 1 April 2017 (audited)

69,364

69,031

168,503

306,898

Additions

-

1,831

-

1,833

 

──────

──────

──────

──────

As at 30 September 2017 (unaudited)

69,364

70,862

168,503

308,731

 

──────

──────

──────

──────

Depreciation

 

 

 

 

At 1 April 2017 (audited)

55,535

48,442

141,909

245,886

Charge for the period - capitalised

6,753

4,650

8,924

20,327

 

──────

──────

──────

──────

As at 30 September 2017 (unaudited)

62,288

53,092

150,833

266,213

 

──────

──────

──────

──────

Net book value

 

 

 

 

As at 30 September 2017 (unaudited)

7,076

17,770

17,670

42,518

As at 31 March 2017 (audited)

13,829

20,589

26,594

61,012

 

══════

══════

══════

══════

 

Total proceeds received on the disposal of fixed assets during the period / year was £nil (31 March 2017: £Nil).




 

Notes (continued)

forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2017

 

8    Capital and reserves

 

Capital Management

The Group manages its capital to maximize the return to the shareholders through the optimization of equity. The capital structure of the Group at 30 September 2017 consists of equity attributable to equity holders of the Company, comprising issued capital, reserves and retained deficit as disclosed.

 

The Group manages its capital structure and makes adjustments to it, in light of economic conditions and the strategy approved by shareholders. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares and release the Company's share premium account. No changes were made in the objectives, policies or processes during the period/year ended 30 September 2017 and 31 March 2017 or the period to date.

 

      Share capital and premium

The Company is authorised to issue an unlimited number of nil par value shares of a single class. The Company may issue fractional shares and a fractional share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares. Shares may be issued in one or more series of shares as the Directors may by resolution determine from time to time.

 

Each share in the Company confers upon the shareholder:

·    the right to one vote at a meeting of the shareholders or on any resolution of shareholders;

·    the right to an equal share in any dividend paid by the Company; and

·    the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.

 

The Company may by resolution of the Directors redeem, purchase or otherwise acquire all or any of the shares in the Company subject to regulations set out in the Company's Articles of Incorporation.

 

Authorised

The Company is authorised to issue an unlimited number of nil pat value shares of a single class.

 

 

 

 

 

Shares

Share

 capital

Share premium

Issued ordinary shares of US$0.00 each

 

 

Number

£

£

At 1 April 2016 / 31 March 2017 (audited)

 

 

381,157,838

════════

 

-

═══════

66,192,355

════════

At 30 September 2017 (unaudited)

 

 

381,157,838

════════

-

═══════

66,192,355

════════

 

Foreign currency translation reserve

The translation reserve comprises all foreign currency differences arising from the translations of the financial statements of foreign operations for consolidation.

 

Share options and warrants reserve

These reserves comprise the fair value of options and warrants in issue as at 30 September 2017. A reconciliation and methodology used in determining the fair values are set out in note 15.

 

Dividends

No dividends were declared or proposed by the Directors during the period (31 March 2017: £Nil).




 

Notes (continued)

forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2017

 

9    Goodwill

Goodwill has been recognised as a result of the acquisition of Ferrum Resources Limited and its subsidiaries. The total balance as at the period end is analysed as follows:

 

Cameroon

Total

 

£

£

Cost

 

 

At 31 March 2017 / 30 September 2017

643,706

643,706

 

────────────

────────────

Impairment

 

 

At 31 March 2017

214,569

214,569

Impairment recognised during the period

429,137

429,137

 

 

 

At 30 September 2017 (unaudited)

643,706

643,706

 

──────────

──────────

Net book value

 

 

At 30 September 2017 (unaudited)

-

-

At 31 March 2017 (audited)

429,137

429,137

 

═══════

═══════

 

The Company assessed the goodwill attributable to all remaining exploration permits for impairment as at 30 September 2017 and 

 

 

10  Investment in subsidiary undertakings

As at 30 September 2017, the Group had the following subsidiaries:

 

Name of company

Place of incorporation

Ownership interest

Principal activity

Ferrum Resources Limited (Ferrum) *

BVI

100%

Holding company of CMC, Ferrous Africa, Ferrum Guinee, Ferrum Benin and Ferrum Mauritania

CMC Guernsey Limited (CMC)

Guernsey

100%

Holding company of CMC Cameroon

Compagnie Minière du Cameroun (CMC Cameroon)

Cameroon

100%

Holds exploration licenses in Cameroon

* Held directly by WAFM. All other holdings are indirect

 

 

 

The consolidated financial statements include the results of the subsidiaries from the date that control is obtained to 30 September 2017 or the date that control ceases.

 




 

Notes (continued)

forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2017

 

11  Exploration permits

The Group recognised the fair value of intangible assets attributable to exploration permits (including those previously unrecognised) as a result of the following business combinations:

 

Cameroon

Total

 

£

£

Cost

 

 

At 31 March 2017 / 30 September 2017

9,427,042

9,427,042

 

────────────

────────────

Impairment

 

 

At 31 March 2017

3,142,327

3,142,327

Impairment recognised during the period

6,284,715

6,284,715

 

 

 

At 30 September 2017 (unaudited)

9,427,042

9,427,042

 

────────────

────────────

Net book value

 

 

At 30 September 2017 (unaudited)

-

-

At 31 March 2017 (audited)

6,284,715

6,284,715

 

═══════

═══════

 

The Company assessed the exploration permits for impairment as at 30 September 2017 and considered that 

 

12  Financial instruments

 

Financial risk management

All aspects of the Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 March 2017.

 

Financial Instruments classification

Financial instruments comprise cash and trade and other receivables (classified as loans and receivables) and accounts payable and accrued expenses (classified as other financial liabilities). The carrying amounts of these financial instruments reported in the statement of financial position approximate their fair values due to the short-term nature of these accounts.

 

13  Trade and other receivables

 

30 September 2017

£

31 March 2017

£

Prepayments

 

39,599

18,514

VAT

121,513

119,096

Other debtors

6,145

4,243

 

────────────

────────────

 

167,257

141,853

 

══════

══════

 

14  Trade and other payables

 

 

30 September 2017

£

31 March 2017

£

Trade payables

217,684

147,376

Accrued expenses

15,000

30,000

Other creditors

2,895

30,018

 

─────────────

─────────────

 

235,579

207,394

 

══════

══════




 

Notes (continued)

forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2017

 

15  Share options and warrants

 

Share warrants

The total number of share warrants in issue as at the period end is set out below:

Recipient

Grant

Date

Term in years

Exercise

Price

1 April

2017

Issued

Exercised

Lapsed

30 September

2017

FV of warrants in issue at period end

Expensed during the period

 

 

 

 

 

 

 

 

 

£

£

Shareholders 1

25/05/13

5

40.00p

1,000,000

-

-

-

1,000,000

-

-

 

 

 

 

───────────────

─────────────

──────────────

──────────────

───────────────

────────────

────────────

 

 

 

 

1,000,000

-

-

-

1,000,000

-

-

 

 

 

 

═══════

══════

═══════

═══════

═══════

══════

══════

Notes                    

1.     These warrants were issued in conjunction with the two fund raising exercises completed in February 2014.

 

The Company has utilised the Black Scholes Model for the purposes of estimating the fair value of the share warrants upon issue. The following table lists the inputs to the models used for warrants issued during the current and prior years.

 

 

14 February 2014

29 May 2013

02 April 2012

9 January 2012

Dividend yield (%)

-

-

-

-

Expected volatility (%) 1

50%

50%

40%

90%

Risk-free interest rate (%)2

0.97%

0.43%

0.7%

1.15%

Share price at grant date

7.12 pence

35.9 pence

21.6 pence

11.5 pence

Share price (market value)

7.12 pence

35.9 pence

21.6 pence

11.5 pence

Exercise price

10.0 pence

40.0 pence

25.0 pence

24.0/10.0 pence

Expected exercise period

2 years

2 years

3 years

1 year

 

Notes

1.     Annualised standard deviation of continuously compounded rates of return based on Company's historic share prices

2.     Rate on 2 year Gilt Strips

 




 

Notes (continued)

forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2017

 

15  Share options and warrants (continued)

 

Share options

The total number of share options in issue as at the period end is set out below.

Recipient

Grant

Date

Term

in years

Exercise

Price

1 April

2017

Issued

 

Lapsed

/cancelled

Exercised

30 September 2017

Expensed during the period

Fair value

 

 

 

 

 

 

 

 

 

£

£

Directors and consultants

14/05/14

10

7.00p

3,216,667

-

-

-

3,216,667

3,023

-

 

 

 

 

────────

─────────

─────────

─────────

────────

───────

─────────

 

 

 

 

3,216,667

-

-

-

3,216,667

3,023

-

 

 

 

 

══════

══════

══════

══════

═══════

═════

══════

 

The Company has utilised the Black Scholes Model for the purposes of estimating fair value of the share options upon issue. The following table lists the inputs to the models used for options in issue as at the period end.

 

 

14 May 2014

Dividend yield (%)

-

Expected volatility (%)1

40%

Risk-free interest rate (%)2

0.63%

Share price at grant date

7 pence

Share price (market value)

7 pence

Exercise price

7 pence

Expected exercise period

4 years

 

Notes                    

1.     Annualised standard deviation of continuously compounded rates of return based on Company's historic share prices

2.     Rate on 2 year Gilt Strips

 

Share Option Scheme

In accordance with, and subject to the terms of the Company's Share Option Scheme, options issued during the year shall vest in equal instalments annually over a period of three years from the date of grant. Vested options are exercisable at the Exercise Price and may not be exercised later than the tenth anniversary of the Date of Grant. The Directors shall have an absolute discretion as to the selection of persons to whom an Option is granted by the Company. An option shall not be granted to any person unless he/she is a person/company who has provided or is providing services to the Group as a consultant or otherwise ("Approved Grantee") or an employee or any person nominated by such Approved Grantee or employee. The exercise price shall be determined by the Directors and shall be the market value of a Share on the date of the grant of the option to the option holder or shall be such greater or lesser price as the Directors shall determine in their discretion provided always that in the case of a subscription option, the price shall not be less than the nominal value of a Share.

 

Exercise of the option may be conditional upon satisfaction of performance-related conditions as shall be determined by the Directors and notified to the option holder on the date of the grant. They are not transferable and may not be exercised when to do so would contravene the provisions of the Company's code governing share dealings by directors and employees. In the event that a director/consultant resigns and ceases to be engaged by the Company in any role, pursuant to the Share Option Scheme rules, he or she may only exercise options which have vested and for a period of no later than six months from resignation.

 

Notes (continued)

forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2017

 

16  Segment reporting

The Group operates in one industry segment: mineral exploration and development in Cameroon. The Company has separately identified two (2016: two) operating segments based on geographical location, being operations in Cameroon and operations at the holding level. The activities in Cameroon, alongside the holding Company are reported regularly to senior management and the board to make decisions about resources and assess its performance and discrete financial information is maintained for each. Below is the analysis of Group's exposures in these segments:

 

 

 

 Cameroon

£

Corporate

£

Total

£

Deferred mine exploration costs (note 6)

12,398,292

-

12,398,292

Exploration permit (note 10)

6,284,715

-

6,284,715

Other non-current assets

471,655

-

741,655

Current assets

279,002

2,554,930

2,833,932

Total liabilities

(9,508)

(226,071)

(235,579)

Net finance loss

-

(517)

(517)

Expenses

(31,486)

(114,673)

(146,159)

Net loss

(31,486)

(115,190)

(146,676)

Other comprehensive profit

-

(142,357)

(142,357)

 

17  Related party transactions

All related party transactions occurred on an arm's length basis and in the normal course of operations.

 

Key management personnel

Directors of the Group received the following remuneration during the period:

 

 

Expense recognised during the period

Outstanding at the end of the period

 

 

30 September 2017

£

30 September 2016

£

30 September 2017

£

30 September 2016

£

Brad Mills (resigned 02 June 2017)

672

2,862

-

4,682

Anton Mauve (resigned 01 June 2015)

-

-

-

653

James Mellon (resigned 13 November 2017)

3,050

2,862

-

4,862

Gerard Holden (resigned 13 November 2017)

3,910

3,670

-

6,003

Willy Simon

3,050

2,862

-

3,627

Andrew Gutman

3,050

2,862

-

3,627

Dr Kunwar Shailubhai (appointed 06 July 2017)

-

-

-

-

 

──────────

──────────

──────────

──────────

 

13,732

15,118

-

23,274

 

══════════

══════════

══════════

══════════

 

 

Directors fee restructure:

As reported in previous year's financial statement, the Directors of the Company shall be paid 50% of their salary by the issue of new ordinary shares ("New Shares") in the Company in arrears at an implied monthly price equivalent to the volume weighted average price ("VWAP") of the Company's shares at the end of each relevant month. This structure was mutually agreed between the Company and the Directors as part of the cash-saving exercise implemented across the Group. The arrangements were to be with effect from 1 January 2014 and in respect of Gerard Holden from 1 May 2014.

 

 

 

 




 

Notes (continued)

forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2017

 

17  Related party transactions (continued)

 

Key management personnel (continued)

As discussed in note 15, the Board of Directors may issue share options or warrants to persons/company who provide services to the Group. The following table is a reconciliation of warrants and options in issue to key personnel as at 30 September 2017. The value of these warrants/options is commensurate with the value of services provided to the Company.

 

 

Name

at

 01 April

 2017

 

Granted

 

Exercised

Lapsed/

Cancelled

At

30 September

 2017

Brad Mills

4,700,000

-

-

(4,700,000)

-

Gerard Holden

2,350,000

-

-

-

2,350,000

 

────────────

────────────

────────────

────────────

────────────

Totals

7,050,000

-

-

(4,700,000)

2,350,000

 

═══════

═══════

═══════

═══════

═══════

 

Directors' interests in the capital of the Company are the following:

 

 

Number of Ordinary Shares

Percentage of Issued Capital

James Mellon (note 18)

25,915,591

6.80%

 

Burnbrae Limited

The Company has entered into a service agreement with Burnbrae Limited for the provision of administrative and general office services. Mr James Mellon is a director of Burnbrae Limited and the Company. During the period the Company incurred a total cost of £27,236 (30 September 2016: £25,555) under this agreement and a balance of £133,510 was due to Burnbrae Limited at end of the period (31 March 2017: £106,274).

 

18 Significant shareholdings

Except for the interests disclosed in this note, the Directors are not aware of any holding of Ordinary Shares representing 3% or more of the issued share capital of the Company as at:

 

 

At 30 September 2017

 

Number of Ordinary Shares

Percentage of Total Issued Capital

 

 

 

Beaufort Nominees Limited

119,218,242

31.28%

Vidacos Nominees Limited

81,627,160

21.42%

BBHISL Nominees Limited

44,702,633

11.73%

James Mellon 1

25,915,591

6.80%

CGWL Nominees Limited

25,288,461

6.63%

The Bank of New York (Nominees) Limited

21,796,318

5.72%

Pershing Nominees Limited

15,260,993

4.00%

 




 

Notes (continued)

forming an integral part of the condensed consolidated interim financial statements for the period ended 30 September 2017

 

18 Significant shareholdings (continued)

 

Notes:

1.      James Mellon's interest comprises 23,291,082 shares held by Galloway Limited (a company which is indirectly wholly owned by James Mellon) and 1,844,825 Shares held by Burnbrae Limited (a company which is indirectly wholly owned by James Mellon). The balance of James Mellon's shareholding (779,684) is held in Mr Mellon's own name

 

19  Basic and diluted loss per share

The calculation of basic loss per share of the Group is based on the net loss attributable to shareholders for the period of £19,258,819 (30 September 2016: £99,628) and the weighted average number of shares outstanding of 381,157,838 (30 September 2016: 381,157,838).

 

Weighted average number of ordinary shares

 

30 September 2017

30 September 2016

Issued ordinary shares at 01 April

381,157,838

381,157,838

Effect of shares issued for cash

-

-

Effect of share options and warrants exercised

-

-

Effect of shares issued to Directors in lieu of salary

-

-

 

────────

────────

Weighted average number of ordinary shares

381,157,838

381,157,838

 

════════

════════

 

Diluted earnings per share are calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares such as warrants and options. As at 30 September 2017 and 2016, there is no dilutive effect because the Group incurred net losses in both periods. Therefore, basic and diluted earnings per share are the same.

 

20  Commitments and contingent liabilities

There are no known contingent liabilities as at the period end.

 

21  Subsequent events

On 13 November 2017, Gerard Holden and James Mellon both resigned as Directors of the Company and its subsidiaries. On the same day, Willy Simon was appointed as Acting Chairman.

The Board is in the process of reviewing the strategy for the future development of the Company. Due to the continuing challenging iron ore market conditions and difficulties in finding commercial partners, a decision has been made to not progress the Sanaga iron ore project any further. No further funds will be expended on the project, other than to maintain the current licences in good standing and to preserve value pending any prospective sale of the assets.

The Board is in the process of approving a capital reduction exercise to cancel its share premium account.

 

ENDS