TIDMBNR
RNS Number : 4147V
Blenheim Natural Resources PLC
30 January 2017
30 January 2017
BLENHEIM NATURAL RESOURCES PLC
("Blenheim" or "the Company")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHSED 31 OCTOBER
2016
CHAIRMAN'S REPORT
The period covered by these results and subsequent months have
seen markets generally, and the minerals market in particular,
become much more buoyant, adding value to our trading portfolio and
bringing new strategic investment opportunities. Three transactions
by Blenheim have aroused attention, notably our agreement of an
option to acquire a 30% interest in the Dieba lithium exploration
project in Southern Mali and a successful conditional share placing
to raise gross proceeds of GBP750,000, both of which have taken
place since the end of the interim period in question.
The Company's financial results for the six months ended 31
October 2016 show a loss of GBP111,658 (loss of GBP68,621 for the
six months ended 31 October 2015). Revenues of GBP2,929 and net
realised gains of GBP24,512 from the disposal of financial assets
at fair value through profit or loss were offset by operating costs
of GBP116,187, which include the costs associated with maintaining
the Company's AIM quotation, and net interest costs of
GBP22,926.
Borrowings of GBP260,238 represent convertible loan notes
redeemable on or before 15 April 2017. The loan notes attract an
interest charge of 6% per annum and, if converted by the
noteholder, can be exchanged for 1 ordinary share for every 0.65p
of loan notes held. These loan notes will either be converted on 15
April 2017 or repaid from the proceeds of the conditional share
placing announced on 18 January 2017. Following the Company's AGM
on 27 October 2016, at which all resolutions were voted down by
shareholders, the two remaining directors of the Company have
worked hard to identify more high quality strategic investments,
raise additional capital and find potential new directors.
This exercise culminated in the announcements on 18 January 2017
that the Company had been granted an option to acquire a 30 per
cent interest in the Dieba lithium exploration project in Southern
Mali, an area adjacent to Birimian Limited's successful Bougouni
Lithium Project and had concluded a conditional placing to raise
GBP750,000. We are currently evaluating the Dieba project further,
with a view to making a final investment decision by the end of
February 2017. We continue to consider potential board candidates
and hope shortly to be in a position to announce a new
appointment.
A general meeting has been called for 7 February 2017 to give
the directors of the Company the authority to complete the placing
and to put again to shareholders some of the resolutions originally
proposed at the most recent AGM.
In August 2016, Blenheim was granted an option for GBP1 by TAM
Mining, a natural resources exploration and development company
which holds the exclusive rights, via its local subsidiary
Westlumba Minerals Limited, to a large, highly prospective
copper/gold project in the Northwest Province of Zambia. Blenheim
can exercise its option to obtain 7.5% of the fully diluted issued
share capital of TAM Mining, subject to certain conditions, within
6 months of (i) TAM obtaining a NI 43-101 compliant resource
statement; or (ii) from 12 months of the date of the Agreement,
whichever is sooner, if the Company has used its skills and
contacts to assist TAM in raising a minimum of US$5 million. TAM
management reports that it expects to commence infill drilling
within the next 2 months.
Blenheim increased its stake in IGS (International Geoscience
Services) Limited ("IGS") to 30.1% in the period, with an
investment to fund development of Xplore, IGS's cutting-edge
knowledge-based system for picking targets from geoscientific data
and maps. In January 2017, Blenheim's Non-executive Director Mark
Parker took over the Chairmanship at IGS, bringing more commercial
and geological experience to IGS as a public sector spin-out. At
the date of this interim report, Blenheim's interest in IGS stands
at 29.9%, as a result of a share issue by IGS to one of its
directors for work undertaken on preparation of the business plan
of IGS Xplore.
As an investment company, which will have significant cash
resources should shareholders approve the relevant resolutions at
the forthcoming general meeting, Blenheim will be well positioned
to continue to take advantage of opportunities in the natural
resources and agribusiness sectors. Indeed, the directors are
currently considering a number of promising potential strategic
investments. It remains Blenheim's policy to make investments in
"good value" companies and projects in the natural resources and
agribusiness sectors, by way of cash and the issue of Blenheim
shares.
Chris Ells
Chairman
30 January 2017
For further information please contact:
Chris Ells Blenheim Natural Resources Plc +44 (0) 1622 844601
Colin Aaronson/Jamie Barklem/Daniel Bush Grant Thornton UK LLP +44 (0) 20 7383 5100
Nick Emerson S I Capital Ltd +44 (0)1483 413500
Lucy Williams / Duncan Vasey Peterhouse Corporate Finance Limited +44 (0) 20 7469 0932
Colin Rowbury Cornhill Capital Limited +44 (0) 20 7710 9610
BLENHEIM NATURAL RESOURCES PLC
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHSED
31 OCTOBER 2016
STATEMENT OF COMPREHENSIVE INCOME
Six months to 31 October Six months to 31 Year ended
2016 October 2015 30 April 2016
Notes (unaudited) (unaudited) (audited)
GBP GBP GBP
Revenue 2,929 4,953 6,196
Gross profit 2,929 4,953 6,196
Administrative expenses (116,187) (56,542) (175,227)
Impairment of available
for sale financial
assets - - (82,345)
Other gains 24,512 681 51,954
Operating loss (88,746) (50,908) (199,442)
Finance income 14 19 315
Finance costs (22,926) (17,732) (35,481)
Loss before income tax (111,658) (68,621) (234,588)
Income tax expense - - -
Loss for the financial
period (111,658) (68,621) (234,588)
Items that may be reclassified
subsequently to profit or loss
Other comprehensive - - -
income
------------------------- ------------------------ ----------------
Total comprehensive
income for the period (111,658) (68,621) (234,588)
========================= ======================== ================
Earnings per share
Basic EPS (pence) 3 (0.06) (0.09) (0.23)
Diluted EPS (pence) 3 (0.06) (0.09) (0.23)
BLENHEIM NATURAL RESOURCES PLC
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHSED
31 OCTOBER 2016
STATEMENT OF FINANCIAL POSITION
At 31 October 2016 At 31 October 2015 At 30 April 2016
Notes (unaudited) (unaudited) (audited)
GBP GBP GBP
ASSETS
Non-current assets
Available for sale assets 4 388,714 82,345 260,463
388,714 82,345 260,463
Current assets
Financial assets at fair value through
profit and loss 4 248,897 152,491 297,378
Cash and cash equivalents 110,774 124,278 207,503
Prepayments 10,751 10,588 22,490
370,422 287,357 527,371
TOTAL ASSETS 759,136 369,702 787,834
=================== =================== =================
EQUITY
Share capital 5 1,350,045 1,270,045 1,350,045
Share premium 5 1,383,432 904,777 1,383,432
Shares to be issued 84,298 84,298 84,298
Merger relief reserve 417,284 417,284 417,284
Retained earnings (2,858,520) (2,580,895) (2,746,862)
------------------- ------------------- -----------------
TOTAL EQUITY 376,539 95,509 488,197
------------------- ------------------- -----------------
LIABILITIES
Non-current liabilities
Borrowings - 235,995 -
- 235,995 -
Current liabilities
Borrowings 260,238 - 245,476
Trade and other payables 122,359 38,198 54,161
382,597 38,198 299,637
TOTAL LIABILITIES 382,597 274,193 299,637
------------------- ------------------- -----------------
TOTAL EQUITY AND LIABILITIES 759,136 369,702 787,834
=================== =================== =================
BLENHEIM NATURAL RESOURCES PLC
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHSED
31 OCTOBER 2016
STATEMENT OF CASH FLOWS
Six months to 31 October Six months to 31 October
2016 2015 Year ended 30 April 2016
(unaudited) (unaudited) (audited)
GBP GBP GBP
Cash flow from operating
activities
Loss before income tax (111,658) (68,621) (234,588)
Adjustments for:
-Other income - (3,647) -
-Revaluation on disposal - (681) -
of financial assets at
fair value through profit
and loss
-(Gain) on disposal of
financial assets at fair
value through profit and
loss - (960) (51,954)
-Impairment of available
for sale financial assets - - 82,345
-Share based payments - 8,163 8,163
-Finance income (14) (19) (315)
-Finance costs 22,926 17,732 35,481
-Decrease/(increase) in
trade and other
receivables 11,739 3,116 (8,786)
-Increase in trade and
other payables 1,478 8,803 21,166
-------------------------
Net cash outflow from
operating activities (75,529) (36,114) (148,488)
Cash from investment
activities
Purchase of investments of
available for sale assets (20,000) - (260,463)
Purchase of financial
assets at fair value
through profit and loss (61,531) (32,041) (210,757)
Proceeds from disposal of
financial assets at fair
value 68,481 22,525 106,950
Dividends received - 3,647 -
-------------------------
Net cash used in investing
activities (13,050) (5,869) (364,270)
Cash from financing
activities
Proceeds from the issue of
share capital - 141,750 781,750
Share issue expenses paid - (7,087) (84,832)
Interest paid (8,164) (8,250) (16,518)
Interest received 14 19 32
-------------------------
Net cash generated from
financing activities (8,150) 126,432 680,432
Net (decrease)/increase in
cash and equivalents (96,729) 84,449 167,674
------------------------- -------------------------- -------------------------
Cash and cash equivalents
at beginning of period 207,503 39,829 39,829
Cash and cash equivalents
at end of period 110,774 124,278 207,503
========================= ========================== =========================
BLENHEIM NATURAL RESOURCES PLC
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHSED
31 OCTOBER 2016
STATEMENT OF CHANGES IN EQUITY
Merger
Share Share Shares to be relief Retained Total
capital premium issued reserve earnings Equity
GBP GBP GBP GBP GBP GBP
Balance as at 1
May 2015 1,238,545 801,614 76,135 417,284 (2,512,274) 21,304
Loss in period - - - - (68,621) (68,621)
Total
comprehensive
income for the
period - - - - (68,621) (68,621)
----------------
Issue of share
capital 31,500 110,250 - - - 141,750
Issue costs - (7,087) - - - (7,087)
Share based
payment - - 8,163 - - 8,163
Total
transactions
with owners 31,500 103,163 8,163 - - 142,826
Balance as at
31 October
2015 1,270,045 904,777 84,298 417,284 (2,580,895) 95,509
Balance as at 1
November 2015 1,270,045 904,777 84,298 417,284 (2,580,895) 95,509
Loss in period - - - - (165,967) (165,967)
Total
comprehensive
income for the
period - - - - (165,967) (165,967)
----------------
Issue of share
capital 80,000 560,000 - - - 640,000
Issue costs - (81,345) - - - (81,345)
Share based - - - - - -
payment
Total
transactions
with owners 80,000 478,655 - - - 558,655
Balance as at
30 April 2016 1,350,045 1,383,432 84,298 417,284 (2,746,862) 488,197
Balance as at 1
May 2016 1,350,045 1,383,432 84,298 417,284 (2,746,862) 488,197
Loss in period - - - - (111,658) (111,658)
---------- ---------- ---------------- -------- ------------ ----------
Total
comprehensive
income for the
period - - - - (111,658) (111,658)
---------- ---------- ---------------- -------- ------------ ----------
Balance as at
31 October
2016 1,350,045 1,383,432 84,298 417,284 (2,858,520) 376,539
BLENHEIM NATURAL RESOURCES PLC
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHSED
31 OCTOBER 2016
NOTES TO INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The principal activity of the Company is to establish strategic
and portfolio investments in listed and unlisted shares, as well as
in projects in the natural resources sector which encompasses the
mining, oil & gas and agricultural sectors. The Company is
classified as an investment entity.
Blenheim Natural Resources Plc is a public limited company
incorporated in England and Wales under the Companies Act
(registered number 02956279). The Company is domiciled in the
United Kingdom and its registered address is Hyde Park House, 5
Manfred Road, London, SW15 2RS. The Company's shares are traded on
the AIM market of the London Stock Exchange.
2. BASIS OF PREPARATION
These condensed interim financial statements for the period
ended 31 October 2016 have been prepared in accordance with the AIM
Rules for Companies. As permitted, the Company has chosen not to
adopt IAS 34 "Interim Financial Statements" in preparing this
interim financial information. The condensed interim financial
statements should be read in conjunction with the annual financial
statements for the year ended 30 April 2016, which have been
prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union.
The interim financial information, set out above does not
constitute statutory accounts as defined by Section 434 of the
Companies Act 2006. It has been prepared on a going concern basis
in accordance with the recognition and measurement criteria of IFRS
as adopted by the European Union. Statutory financial statements
for the year ended 30 April 2016 were approved by the Board of
Directors on 28 September 2016 and delivered to the Registrar of
Companies. The report of the independent auditor on those financial
statements was unqualified.
The 2016 interim financial report of the Company has not been
audited or reviewed by the Company's auditor, PKF Littlejohn
LLP.
Going concern
The Directors, in the light of the announcement on 18 January
2017 that the Company , subject to shareholder approval, had raised
GBP750,000 before expenses through the placing of 214,285,714
ordinary shares of 0.1 pence each in the Company at a price of 0.35
pence per share, consider that adequate financial resources exist
for the Company to continue in operational existence for the
foreseeable future and that, therefore, it is appropriate to adopt
the going concern basis in preparing the condensed interim
financial statements for the period ended 31 October 2016.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of
the business. The key risks that could affect the Company's medium
term performance and the factors that mitigate those risks have not
substantially changed from those set out in the Company's 2016
Annual Report and Financial Statements, a copy of which is
available on the Company's website:
www.blenheimnaturalresources.com.
Critical accounting estimates
The preparation of condensed interim financial statements
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the end of the
reporting period. Significant items subject to such estimates are
set out in note 3 of the 2016 Annual Report and
Financial Statements. The nature and amounts of such estimates
have not changed during the interim period.
Accounting policies
The same accounting policies, presentation and methods of
computation have been followed in these condensed interim financial
statements as were applied in the preparation of the Company's
financial statements for the year ended 30 April 2016 and are
expected to continue to apply in the preparation of the Company
financial statements for the year ended 30 April 2017.
Changes in accounting policy and disclosures
New and amended standards adopted by the Company
There are no IFRSs or IFRIC interpretations that are effective
for the first time for the financial year commencing 1 May 2016
which would be expected to have a material impact on the
Company.
3. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings
attributable to shareholders by the weighted average number of
ordinary shares ("WANS") outstanding in the period. Diluted
earnings per share is calculated using the weighted average number
of shares adjusted to assume the conversion of all dilutive
potential ordinary shares.
Six months to 31 Oct 2016 Six months to 31 Oct 2015 Year ended 30 April 2016
Earnings (GBP) (111,658) (68,621) (234,588)
WAN (No.) 184,290,900 73,315,900 102,397,288
Basic earnings per share (pence) (0.06) (0.09) (0.23)
Basic earnings per share is considered to be the same as the
diluted earnings per share as any dilutive share options and
warrants in issue are considered to be 'out of the money' and
therefore have a nil dilutive effect.
4. INVESTMENTS
Below are the additional funds the company has committed to the
various classes of investments in the respective periods.
At 31 October 2016 At 31 October 2015 At 30
April
2016
(unaudited) (unaudited) (audited)
Available for Sale investments 388,714 82,345 260,463
Financial assets at fair value through profit and loss 248,897 152,491 297,378
=================== =================== ==========
No impairment of the value of the Available for Sale investments
has been provided for in respect to this reporting period. The fair
values of all financial assets at fair value through profit and
loss are based on their bid prices in an active market.
5. SHARE CAPITAL
As at the end of the reporting period the issued share capital
in the Company was as follows:
At 31 At 31 At 30
October October April
2016 2015 2016
(unaudited) (unaudited) (audited)
No. No. No.
Ordinary 0.1p
shares 184,290,900 104,290,900 184,290,900
Deferred GBP49
shares 23,790 23,790 23,790
------------
Number of Ordinary Deferred Total shares Share
shares shares shares premium
No. GBP GBP GBP GBP
At 1 May 2015 72,790,000 72,835 1,165,710 1,238,545 801,614
Issue of
shares 31,500,00 31,500 - - 110,250
Issue costs - - - - (7,087)
------------ ------------- ------------- -------------- ------------
At 31 October
2015 104,290,000 104,335 1,165,710 1,270,045 904,777
------------ ------------- ------------- -------------- ------------
At 1 November
2015 104,290,000 104,335 1,165,710 1,270,045 904,777
------------ ------------- ------------- -------------- ------------
Issue of shares 80,000,000 80,000 - 80,000 560,000
Issue costs - - - - (81,345)
------------ ------------- ------------- -------------- ------------
At 31 October
2016 184,290,900 184,335 1,165,710 1,350,045 1,383,432
============ ============= ============= ============== ============
6. SHARE BASED PAYMENTS
During the period the company was required to recognise an
income of GBP8,163 in the income statement in respect to share
options in issue or committed to issuing at the end of the
reporting period. The table below represents the weighted average
exercise price (WAEP) of and the movements in share options and
warrants during the period:
31 October 2016 WAEP
No. of options and warrants Pence
Outstanding at beginning of the period 22,500,000 0.96
Lapsed during the period 3,500,000 0.80
---------------------------- ------
Outstanding at the end of the period 19,000,000 0.92
============================ ======
Exercisable at the end of the period 19,000,000 0.92
============================ ======
The fair values of the options and warrants granted have been
calculated using the Black Scholes model and applying the inputs
shown below:
Type Options Warrants
Grant date 03/11/15 30/10/15
Number of options/warrants 10,000,000 9,000,000
Share price at grant date GBP0.0064 GBP0.0064
Exercise price at grant date GBP0.0080 GBP0.0065
Risk free rate 2.75% 2.75%
Option life 3 years 3years
Expected volatility 10.8% 10.8%
Expected dividend yield 0% 0%
Fair value of options/ warrants GBP0.000 GBP0.000
7. POST BALANCE SHEET EVENTS
On 18 January 2017, the Company announced that, subject to
shareholder approval, it had raised GBP750,000 before expenses
through the placing of 214,285,714 ordinary shares of 0.1 pence
each in the capital of the Company at a price of 0.35 pence per
share.
The net proceeds of the placing will be used by the Company to
make further investments in accordance with its investing policy,
including to fund the cash consideration, should the Company
exercise its the option to acquire a 30 per cent interest in the
Dieba exploration permit in Southern Mali, as set out in the
Company's RNS dated 18 January 2017. The proceeds will also be used
to provide Blenheim with general working capital and to redeem any
loan notes that are not converted by noteholders by 15 April
2017..
This information is provided by RNS
The company news service from the London Stock Exchange
END
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