RNS Number:0060N
Mincorp Plc
30 November 2006
MINCORP PLC
Results for the year ended 31 May 2006
The audited financial statements for the year ended 31 May 2006 are set out
below. Copies are being posted to shareholders today and will also be available
from Nabarro Wells & Co. Limited, Saddlers House, Gutter Lane, London EC2V 6HS.
30 November 2006.
Enquiries
Mincorp plc Reginald Hare, Chief Executive Officer
00632 682 1063
Nabarro Wells & Co. Limited Hugh Oram, Director 020 7710 7400
MINCORP Plc
Report & Financial Statements
For the year ended 31st May 2006
Contents
Page
Company information 3
Chairman's statement 4
Chief Executive Officer's report 5
Directors' report 7
Statement of Directors' responsibilities 9
Report of the independent auditors 10
Group Profit & loss account 12
Group statement of recognised gains and losses 13
Balance sheets 14
Group Cash flow statement 15
Statement of accounting policies 16
Notes to financial statements 18
Company information
Directors Reginald Hare
(Chairman and Chief Executive Officer)
Jocelyn Arreza
(Non-executive Director)
Secretary and registered office Balfour Secretaries Limited
2 Chapel Court
London SE1 1HH
Auditors Chapman Davis LLP
2 Chapel Court
London SE1 1HH
Nominated advisor Nabarro Wells & Co. Limited
Saddlers House
Gutter Lane
London EC2V 6HS
Broker Keith, Bayley, Rogers & Co. Limited
Sophia House
76-80 City Road
London EC1Y 2EQ
Bankers Barclays Bank plc
29 Borough High Street
London SE1 1LY
Registrars Share Registrars Limited
Craven House
West Street
Farnham
Surrey GU9 7EN
Registered number 05140143
Chairman's statement
Dear shareholders,
BOARD CHANGES
During the year, Mr Jo Malins, our first Chairman, resigned from the Board. Ms
Jocelyn Arreza was elected as a non-executive Director to fill the vacancy. We
hope to elect another London based Director before the next Annual General
Meeting of Shareholders.
INVESTMENTS
The financial period to 31st May 2006 covers the first full year of offshore
company activity. In order to operate within the Philippines, last financial
year we incorporated Mincorp Asia, Inc, in which Mincorp Plc holds a 40% equity.
We have the option to acquire the remaining 60% at cost in the event the
Philippine Government enacts legislation to allow 100% foreign ownership of
corporations engaged in mining. Mincorp Asia, Inc. has acquired all the shares
in Bonaventure Mining Corporation, another Philippines corporation.
A wholly owned subsidiary, Procnima Exploration Pty Ltd was incorporated in
Western Australia last year to hold our interest in the New Waverley gold mine
at Norseman.
EXPLORATION PROJECTS
Exploration was commenced at both the Mt Cadig nickel project in the Philippines
and the New Waverley gold mine in Western Australia. Some uncertainty has arisen
concerning the issue of an Exploration Permit for the Mt Cadig nickel deposit
during the year under review. This problem is discussed in the Chief Executive
Officer's Report, as well as the search for new prospects worthy of testing
FUTURE FUNDING
The legal problems at Mt Cadig may delay the testing of this deposit. It was
anticipated that results from this work would lead to an appreciation in the
share price and a further issue of shares. However, the company intends to
broaden its activities in the near future and we are confident that this will
provide the justification for the issue of shares at a premium to raise
additional funds for the company to operate normally for the next year.
CONCLUSION
During the financial year Mincorp has been able, through it's associated
companies, to commence exploration in both Western Australia and the
Philippines. This work is in the early stage and consequently no conclusive
results are available at the date of this report. This work is reported in more
detail in the Chief Executive Officer's Report.
I thank, on your behalf, our nominated adviser, solicitors, accountants, and
other advisers for their hard work and support during the period under review.
Finally, on behalf of the Board, I thank shareholders for the trust and
confidence they have placed in us.
Reginald Hare.
Chairman
30 November 2006
CHIEF EXECUTIVE OFFICER'S REPORT
for the year ended 31st May, 2006
I am pleased to present to shareholders a summary of the activities of Mincorp
Plc and associated and subsidiary companies for the financial year ended 31st
May 2006. This report also covers activities of the company subsequent to the
end of the financial year and up to 31st October 2006.
MT CADIG NICKEL DEPOSIT, PHILIPPINES.
Mt Cadig is a major lateritic nickel deposit located approximately 250 km east
of Manila on the Philippine island of Luzon. It was tested in 1970 with 103
shallow test pits. The then Government Department of Mines was instructed to
carry out a survey and report on the results of the pitting. Department of Mines
engineers compiled a report in which they concluded the deposit contained 83
million tons of laterite with a nickel grade ranging from 0.8 to 2.0% nickel. As
this pitting programme covered approximately 65% of the area of laterite, the
total size of the deposit is calculated to be in the order of 120 million tons.
Bonaventure Mining Corporation (BMC), now a wholly owned subsidiary of Mincorp
Asia, Inc. is the applicant for an Exploration Permit Application over an area
of approximately 9,400 hectares covering the deposit. Over the last 12 months
BMC has complied with all the requirements prior to the granting of the
Exploration Permit. In the Philippines this is a long and tedious process
involving public meetings with the people who could be affected by the
exploration programme. Several months ago, all requirements were completed.
However, title to the area is subject to an ongoing dispute with another
Philippine corporation. The Mines Adjudication Board dismissed the claim by this
rival corporation and also its Motion for Consideration. Following this the
dispute was elevated to the Court of Appeals. In an unexpected decision, the
Court of Appeals found in favour of the adverse party.
BMC has notified its intention to dispute the decision in the Philippine Supreme
Court. Mincorp Asia's lawyers are of the opinion that the Court of Appeals'
decision can be overturned in the Supreme Court as it is serious conflict with
applicable administrative laws and the normal procedure adopted by the
Philippine Department of Environment and Natural Resources. Due to the delay
involved, BMC will try for a quick amicable settlement with the adverse party.
In the meanwhile, BOC is still the official applicant for the Exploration
Permit.
As the applicant for the Exploration Permit, BMC is entitled to apply for
small-scale permits to prospect and if justified convert these to small-scale
mining permits, which are issued by the Provincial Governor. During the waiting
period, BMC applied for and was granted a permit to explore over 20 hectares in
the northern portion of the Exploration Permit Application. A line of
approximately 20 auger holes and 45 shallow shafts were sunk over a distance of
1,300 metres. In this location the test showed an average depth of 7 metres of
laterite. The first 2 metres was classed as overburden overlying an average of 5
metres of nickel bearing iron rich laterite assaying up to 1.4% nickel. The
testing was confined to a single row of holes and the work was too restricted to
allow any resource estimates.
During the past few months the price of nickel has soared to an all time high.
There is now a market in China for low-grade nickel ore as feed for smelters
producing ferro-nickel. This is the raw material for stainless steel. One
requirement is nickel ore containing approximately 40% iron or higher. Mt Cadig
is located within trucking distance of a barge loading point. This is
approximately 2,000 metres from protected deep water that would accommodate ore
carriers. The emphasis is on bulk shipments of high iron nickel ore to China.
NEW WAVERLEY GOLD MINE, WESTERN AUSTRALIA
This property is held by Procnima Exploration Pty Ltd, a wholly owned subsidiary
of Mincorp Plc. The New Waverley tenements were purchased for #86,000 last
financial year.
Norseman is approximately 200 kilometres south of Kalgoorlie in the Western
Australian goldfields. The Norseman field has produced over 6 million ounces of
fine gold. The New Waverley mine is several kilometres to the north-ease of the
Princess Royal. This mine has produced over 1,800,000 ounces of gold from quartz
reef grading approximately 17 grams/tonne. It is located on under-wall of a
parent structure with a large horizontal displacement.
New Waverley is located on a similar structure, also with a large horizontal
displacement. Both mines lie within what is termed the "favourable bed", a layer
of volcanic flows regarded as favourable to gold reef development. The New
Waverley mine has in the past produced a limited tonnage of high grade quartz
from the hanging wall of the structure. However, the under-wall of the
structure, a comparable location to the Princess Royal reefs, has never been
tested.
Earlier this year, Procnima Exploration Pty Ltd. drilled a diamond core hole
with the aim of testing the under-wall of the structure. This hole was inclined
60(o) to the west to intersect and drill through the Waverley fault in search
for an under-wall reef. Although the hole was drilled to 500 metres, it failed
to penetrate the Waverley fault. It is now believed the fault is dipping near
vertically rather than at a flatter angle to the east. As a result the prospect
remains untested. It is planned to drill a hole further to the west when funds
are available from Procnima Exploration or with a joint venture participant. New
Waverley remains an attractive prospect for a Princess Royal type orebody.
PROJECT DEVELOPMENT
During the year a number of mineral prospects have been examined in the
Philippines and New Guinea. None of these prospects were considered to be of
economic interest.
A study of the viability of establishing an ethanol refinery in the Philippines
using sugarcane and sweet sorghum is ongoing. The government has recently passed
legislation mandating that all gasoline sold in the Philippines must contain 5%
ethanol. Mincorp Asia, Inc in partnership with a local group has been studying
the project for several months.
REGINALD HARE
Chief Executive Officer
30 November 2006
Directors' report
The Directors present their second annual report on the affairs of the Group,
together with the financial statements for the year ended 31st May 2006.
Principal activities and business review
The developments during the year are given in the Chairman's statement and Chief
Executive Officer's report.
Results and dividends
The Group's results are described in the profit and loss account on page 11.
The audited accounts for the year ended 31st May 2006 are set out on pages 11 to
24.
The Directors do not recommend the payment of a dividend.
Directors and their interests
The Directors who served during the year, together with all their beneficial
interests in the shares of the Company at 31st May 2006 are as follows:
31st May 2006 31st May 2005
Ordinary Share Ordinary Share
shares of options shares of options
#0.001 each (Note 1) #0.001 each (Note 1)
Charles de Chezelles (resigned 27 - - - -
September 2005)
Jo Malins (resigned 13 January 2006) 6,750,000 7,500,000 7,500,000 7,500,000
Reginald Hare (Chief Executive Officer) 10,000,000 15,000,000 10,000,000 15,000,000
Jocelyn Arreza (Non-executiveDirector) - - - -
The options over Ordinary shares may be exercised at any time to 13th December
2009 at a price of 1p per share.
Apart from the interests disclosed above, no director held any other interest in
the share capital of the Company during the year. No changes in the interests
disclosed above have taken place since the year end.
Substantial shareholdings
On 16 October 2006, the following were registered as being interested in 3% or
more of the Company's ordinary share capital:
16 October 2006
Ordinary Percentage
shares of of issued
#0.001 each share
capital
Jo Malins 6,750,000 5.2
Reginald Hare 10,000,000 7.7
WB Nominees Limited (as nominee for Newland Resources Ltd) 20,000,000 15.4
R. Bruce Rowan 50,000,000 38.5
HSBC Global Custody Nominee (UK) Limited (as nominee for Spread 15,001,000 11.5
Trustee Company Limited)
Directors' report, continued
Share capital
Information relating to shares issued during the year is given in Note 11 to the
accounts.
Charitable and political donations
During the year there were no charitable or political contributions.
Payment of suppliers
The Company's policy is to settle terms of payment with suppliers when agreeing
terms of business, to ensure that suppliers are aware of the terms of payment
and to abide by them. It is usual for suppliers to be paid within 30 days of
receipt of invoice. At 31st May 2006, the Company's creditors were equivalent
to 46 days' purchases.
Post balance sheet events
There are no material post balance sheet events as disclosed in Note 21 to the
financial statements.
Transition to International Financial Reporting Standards (IFRS)
In the light of changes to the way in which AIM is regulated, the directors are
currently considering the correct timing for publishing first accounts under
IFRS, but are likely to take advantage of the concession available to AIM
companies to defer the transition until the year to 31st May 2008.
The Directors have identified the main areas of the financial statements that
will be affected by the transition, namely the valuation of investments, share
based payments and deferred tax. Currently, steps are being taken to ensure all
IFRS information is captured in our financial reporting systems.
Auditors
The Directors will place a resolution before the annual general meeting to
reappoint Chapman Davis LLP as auditors for the coming year.
Remuneration
The remuneration of the Directors has been fixed by the Board as a whole. This
has been achieved acknowledging the need to maximise the effectiveness of the
Company's limited resources during the year.
Details of Directors' fees payable are set out in Note 5 to the accounts,
directors' emoluments.
Management incentives
Other than the share options noted above, the Group has no bonus, share
purchase, share option or other management incentive scheme.
Corporate governance
It is the opinion of the Board that compliance with the recommendations of the
Combined Code on corporate governance at this stage in its development would be
unduly onerous bearing in mind the size of the business and limited cash
resources.
Control procedures
The Board has approved financial budgets and cash forecasts; in addition, it has
implemented procedures to ensure compliance with accounting standards and
effective reporting.
By order of the Board
Balfour Secretaries Limited
Secretary
30 November 2006
Statement of Directors' responsibilities
Directors' responsibilities for the financial statements
Company law in the United Kingdom requires the directors to prepare financial
statements for each financial year which give a true and fair view of the state
of affairs of the Company and of the profit or loss for that period. In
preparing those financial statements, the directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgements and estimates that are reasonable and prudent;
* state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the
financial statements;
* prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the group will continue in business.
* So far as each director is aware, there is no relevant audit
information of which the Company's auditors are unaware, and the
directors have taken all the steps that they ought to have taken as
directors' in order to make themselves aware of any relevant audit
Information and to establish that the Company's auditors are aware of
that information.
The Directors are responsible for keeping proper accounting records, for
safeguarding the assets of the group and for taking reasonable steps for the
prevention and detection of fraud and other irregularities. They are also
responsible for ensuring that the annual report includes information required by
the Alternative Investment Market.
Legislation in the United Kingdom governing the preparation and dissemination of
the financial statements may differ from legislation in other jurisdictions.
Independent Auditors Report to the Shareholders of Mincorp Plc
We have audited the group and parent company financial statements of Mincorp Plc
for the year ended 31 May 2006, which comprise the Group Profit and Loss
account, the Group and Parent Balance Sheets, Group Cash Flow Statement and the
related notes. These financial statements have been prepared under the
accounting policies set out therein.
Respective Responsibilities of Directors and Auditors
The Directors' responsibilities for preparing the Annual Report and the
financial statements in accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are
set out in the Statement of Directors' Responsibilities.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true
and fair view and whether the financial statements have been properly prepared
in accordance with the Companies Act 1985. We also report to you whether in our
opinion the information given in the Directors' Report is consistent with the
financial statements.
In addition we report to you if, in our opinion, the Company has not kept proper
accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding
Directors' remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it
is consistent with the audited financial statements. The other information
comprises only the Directors' Report, Chairman's Statement, the CEO Report, and
the Corporate Governance Statement. We consider the implications for our report
if we become aware of any apparent misstatements or material inconsistencies
with the financial statements. Our responsibilities do not extend to any other
information.
Basis of Audit Opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgements made by the Directors in the preparation of
the financial statements, and of whether the accounting policies are appropriate
to the group's and company's circumstances, consistently applied and adequately
disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements and the
part of the directors' remuneration report to be audited.
Opinion
In our opinion:
* the group financial statements give a true and fair view , in accordance
with United Kingdom Generally Accepted Accounting Practice, of the state of the
group's affairs as at 31 May 2006 and of its loss for the year then ended;
* the parent company financial statements give a true and fair view , in
accordance with United Kingdom Generally Accepted Accounting Practice as applied
in accordance with the provisions of the Companies Act 1985, of the state of the
parent company's affairs as at 31 May 2006;
* the financial statements have been properly prepared in accordance with
the Companies Act 1985 and
* the information given in the Directors' Report is consistent with the
financial statements.
Independent Auditors Report to the Shareholders of Mincorp Plc, continued
Emphasis of matter - Going concern
In forming our opinion on the financial statements, which is not
qualified, we have considered the adequacy of the disclosures made in note 1 to
the financial statements concerning the company's ability to continue as a going
concern. The group incurred a net cash decrease of #331,024 during the year
ended 31 May 2006. These conditions, along with the other matters explained in
note 1 to the financial statements, indicate the existence of a material
uncertainty which may cast significant doubt about the company's ability to
continue as a going concern. The financial statements do not include the
adjustments that would result if the company was unable to continue as a going
concern.
Chapman Davis LLP
Registered Auditors
London
30 November 2006
Group Profit and loss account
for the year ended 31st May 2006
Notes Group Company
Year ended 31st Period 27th May
May 2006 2004 to 31st May
2005
# #
Turnover 1 - -
Administrative expenses (95,860) (37,534)
_______ _______
Operating loss 2 (95,860) (37,534)
Bank Deposit interest received 14,735 4,642
Share of associate's loss (10,000) -
_______ _______
Loss on ordinary activities before taxation (91,125) (32,892)
Taxation 3 - -
Retained loss for the period (91,125) (32,892)
===== =====
Loss per share - basic 6 (0.08)pence (0.07)pence
All the operations are considered to be continuing.
The accompanying accounting policies and notes form an integral part of these
financial statements.
Group Statement of Recognised Gains and Losses
for the year ended 31 May 2006
Group Company
Year ended 31st Period 27th May
May 2006 2004 to 31st
May 2005
# #
Loss for the year (91,125) (32,892)
Unrealised (loss) on foreign exchange (7,240) -
Total recognised gains and losses related to the year (98,365) (32,892)
Balance sheets
As at 31st May 2006
Group Company Company
Notes 31st May 2006 31st May 2006 31st May
# # 2005
#
Fixed assets
Intangible fixed assets 7 163,117 46,397 46,397
Investments 8 - 1 10,000
_______ _______ _______
163,117 46,398 56,397
Current assets
Debtors 9 255,453 385,199 75,648
Cash at bank 133,428 128,131 464,452
_______ _______ _______
388,881 513,330 540,100
Creditors - amounts due within one year 10 (92,975) (92,365) (39,109)
_______ _______ _______
Net current assets 295,906 420,965 500,991
_______ _______ _______
Net assets 459,023 467,363 557,388
===== ===== =====
Share capital and reserves
Called-up share capital 11 120,001 120,001 120,001
Share premium account 12 470,279 470,279 470,279
Foreign Exchange reserve 13 (7,240) - -
Profit and loss account 14 (124,017) (122,917) (32,892)
_______ _______ _______
Equity shareholders' funds 15 459,023 467,363 557,388
===== ===== =====
The financial statements were approved by the Board of Directors on 30 November
2006 and signed on its behalf by:
Jocelyn Arreza Reginald Hare
Director Chairman
The accompanying accounting policies and notes form an integral part of these
financial statements.
Group Cash flow statement
for the year ended 31st May 2006
Notes Group Company
Year ended 31st Period ended
May 2006 31st May
# 2005
#
Net cash outflow from operating activities 16 (229,038) (74,073)
Returns on Investments
Interest received 14,735 4,642
Capital expenditure and investment 17 (116,721) (56,397)
_______ _______
Cash outflow before financing (331,024) (125,828)
Financing 17 - 590,280
_______ _______
(Decrease)/increase in cash in the period 18 (331,024) #464,452
===== =====
The accompanying notes and accounting policies form an integral part of these
financial statements.
Statement of accounting policies
for the year ended 31st May 2006
The principal accounting policies are summarised below. They have all been
applied consistently throughout the year and the previous year.
Basis of accounting
The accounts have been prepared under the historical cost convention and in
accordance with applicable United Kingdom accounting standards.
Basis of consolidation
The consolidated accounts combine the accounts of the Company and its sole
subsidiary, Procnima Exploration Pty Ltd, using the purchase method of
accounting. Associate companies are accounted for using the equity method of
accounting.
Goodwill
Goodwill on acquisition is capitalised and shown within non-current assets.
Positive goodwill is subject to annual impairment review with movements charged
in the profit and loss account.
Negative goodwill is reassessed by the Directors and attributed to the relevant
assets to which it relates.
Turnover
The Group had no turnover during the year.
Project development costs
Project development costs include expenditure on prospects at an exploratory
stage. These costs include the cost of acquisition, exploration, determination
of recoverable reserves, economic feasibility studies and all technical and
administrative overheads directly associated with those projects. These costs
are carried forward in the balance sheet as intangible fixed assets.
Recoupment of capitalised exploration and development costs is dependent upon
successful development and commercial exploitation of each area of interest and
are amortised over the expected commercial life of each area once production
commences.
The Company adopts the 'area of interest' method of accounting whereby all
exploration and development costs relating to an area of interest are
capitalised and carried forward until abandoned. In the event that an area of
interest is abandoned, or if the Directors consider the expenditure to be of no
value, accumulated exploration costs are written off in the financial year in
which the decision is made. All expenditure incurred prior to approval of an
application is expensed with the exception of refundable rent which is raised as
a debtor.
Investments
Fixed asset investments are stated at cost less any provision for impairment.
Taxation
Corporation tax payable is provided on taxable profits at the current rate.
Deferred tax
Deferred tax is provided on a full provision basis on all timing differences
which have arisen but not reversed at the balance sheet date.
Options
No charge to profit is made in respect of the options over the Company's shares
held by Directors and others.
Statement of accounting policies
for the year ended 31st May 2006, continued
Foreign currencies
Transactions in foreign currencies are recorded at the rate ruling at the date
of the transaction. Monetary assets and liabilities denominated in foreign
currencies are translated at the rate of exchange ruling at the balance sheet
date. All differences are taken to the income statement.
On consolidation of a foreign operation, assets and liabilities are translated
at the balance sheet rates, income and expenses are translated at rates ruling
at the transaction date. Exchange differences on consolidation are taken to the
foreign exchange reserve account.
Going concern
The financial statements have been prepared on the going concern basis, with no
adjustments in respect of the following concerns of the group's ability to
continue to trade under that assumption.
The group's cash flow forecast for the 12 months to 30 November 2007, highlights
the company is expected to be in negative cash flow by the end of that period.
The board of directors, are evaluating all the options available to the
injection of funds into the group during the next 12 months and are confident
that the necessary funds to remain cash positive for the whole period will be
raised in order for the group to continue its exploration activities.
The directors will update the company's shareholders through AIM, as soon as the
relevant funds have been raised.
Notes to financial statements
for the year ended 31st May 2006
1 Turnover and Segmental analysis
The Group had no turnover during the year.
Loss before taxation Group Company
31st May 31st May 2005
2006 #
#
By geographical area;
UK 90,025 32,892
Australia 1,100 -
2 Operating loss
Operating loss is stated after charging:
Auditors' remuneration - audit 10,000 8,000
Directors' emoluments 24,500 13,333
===== =====
# #
3 Taxation
Current year taxation
UK corporation tax at 30% on results for the year - -
_______ _______
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation (91,125) (32,892)
_______ _______
Loss on ordinary activities at the UK standard rate of 30% (27,338) (9,868)
Effects of tax benefit of losses carried forward 27,338 9,868
_______ _______
Current period taxation - -
_______ _______
4 Staff costs
The Company had no employees during the year other than the executive Director.
Notes to financial statements
for the year ended 31st May 2006, continued
Directors' emoluments: Group Company
5 31st May 31st May
2006 2005
# #
Executive Director Remuneration
Reginald Hare 20,000 13,333
Jocelyn Arreza 4,500 -
_______ _______
No pension benefits are provided for any director.
Directors' share options
Aggregate emoluments disclosed above do not include any amounts
for the value of options to acquire ordinary shares in the
company granted to or held by the directors.
During the year no options were granted to Directors.
6 Loss per share
The basic loss per share is derived by dividing the loss for the
year attributable to ordinary shareholders by the weighted
average number of shares in issue.
Loss for the year (91,125) (32,892)
Weighted average number of Ordinary shares of #0.001 in issue 120,001,000 47,676,676
Loss per share - basic (0.08) pence (0.07) pence
The 126,200,010 outstanding options are non-dilutive as the
exercise price of 1p per share is not less than the average
share price for the year.
7 Intangible fixed assets - Group Project
Development
expenditure
#
Cost
At 1 June 2005 46,397
Additions during the year 116,720
_______
At 31 May 2006 163,117
_______
Impairment
Brought forward, charge for the period, carried forward at
31st May 2006
-
_______
Net book amount at 31st May 2006 #163,117
=====
Net book amount at 31st May 2005 #46,397
=====
Notes to financial statements
for the year ended 31st May 2006, continued
7a Intangible fixed assets - Company Project
Development
expenditure
#
Cost
At 1 June 2005, and carried forward at 31st May 2006 46,397
_______
Impairment
At 1 June 2005, and, carried forward at 31st May 2005 -
_______
Net book amount at 31st May 2006 and at 31st May 2005 #46,397
=====
8 Fixed asset investments - Company #
Cost
At 1 June 2005 10,000
Additions during the year 1
_______
At 31 May 2006 10,001
_______
Amounts written off
At 1 June 2005 -
Provided for during the year 10,000
_______
At 31 May 2006 10,000
_______
Net book value at 31st May 2006 #1
_______
Net book value at 31st May 2005 #10,000
_______
The Company holds 20% or more of the share capital of the following company:
Company Country of registration Shares held Class
or incorporation %
Procnima Exploration Pty Ltd Australia Ordinary 100
Mincorp Asia, Inc Philippines Ordinary 40
Notes;
* Procnima Exploration Pty Ltd, was incorporated during the year by Mincorp
Plc, and acquired the entire issued share capital on incorporation.
* The Company has the option to acquire the remaining 60% of Mincorp Asia,
Inc, exercisable at any time up to February 2010, at its original par value
(#15,000).
* The Company has provided against the investment in Mincorp Asia Inc, as a
result of Mincorp Asia Inc's loss for the year to 31 May 2006 of #118,997,
of which Mincorp Plc's share being #47,599.
Notes to financial statements
for the year ended 31st May 2006, continued
Group Company Company
31st May 31st May 2006 31st May 2005
2006 # #
#
9 Debtors
Prepayments 3,060 - 4,300
VAT 3,991 3,991 1,348
Amounts owed by subsidiary - 132,807 -
Amounts owed by Mincorp Asia, Inc 233,402 233,402 55,000
Other debtors 15,000 15,000 15,000
_______ _______ _______
Total 255,453 385,199 75,648
_______ _______ _______
Group Company Company
31st May 31st May 2006 31st May 2005
2006
10 Creditors # # #
Amounts falling due within one year:
Trade creditors 610 - 10,661
Accruals 92,365 92,365 28,448
_______ _______ _______
Total 92,975 92,365 39,109
_______ _______ _______
11 Issued share capital - Company 31st May 31st May
2006 2005
# #
Authorised
100,000,000 ordinary shares of #0.001 each 1,000,000 1,000,000
_______ _______
Called up, allotted, issued and fully paid
120,001,000 (2005: 120,001,000) ordinary shares of #0.001 each 120,001 120,001
_______ _______
No shares were issued during the year to 31 May 2006.
Notes to financial statements
for the year ended 31st May 2006, continued
11. The Company has established a share option scheme:
Cont. 126,200,010 options have been granted to subscribe for ordinary shares, exercisable at any
time, as follows:
Date granted Number of Exercise price Expiry date
options
13/12/04 60,000,000 1p 13/12/09
28/1/05 66,200,010 1p 28/1/10
Group Company Company
31st May 31st May 2006 31st May 2005
2006
# #
#
12 Share premium
At 1 June 470,279 470,279 -
Shares issued - - 540,000
Share issue expenses - - (69,721)
_______ _______ _______
At 31 May 470,279 470,279 470,279
_______ _______ _______
Group Company Company
31st May 31st May 2006 31st May 2005
2006
# #
#
13 Foreign exchange reserve
At 1 June - - -
Arising on consolidation (7,240) - -
_______ _______ _______
At 31 May (7,240) - -
_______ _______ _______
Group Company Company
31st May 31st May 2006 31st May 2005
2006
# #
#
14 Profit and loss account
At 1 June (32,892) (32,892) -
Loss for the year (91,125) (90,025) (32,892)
_______ _______ _______
At 31 May (124,017) (122,917) (32,892)
_______ _______ _______
Notes to financial statements
for the year ended 31st May 2006, continued
15 Reconciliation of movement in shareholders' funds - Group
Share Share Profit and Other Total
capital premium loss account reserves
account
# # # # #
As at 1 June 2005 120,001 470,279 (32,892) - 557,388
Issue of shares -
Foreign Exchange loss - - - (7,240) (7,240)
Loss for the year - - (91,125) - (91,125)
_______ _______ _______ _______ _______
As at 31st May 2006 120,001 470,279 (124,017) (7,240) 459,023
_______ _______ _______ _______ _______
15a Reconciliation of movement in shareholders' funds - Company
Share Share Profit and Other Total
capital premium loss account reserves
account
# # # # #
As at 1 June 2005 120,001 470,279 (32,892) - 557,388
Issue of shares -
Foreign Exchange loss - - - - -
Loss for the year - - (90,025) - (90,025)
_______ _______ _______ _______ _______
As at 31st May 2006 120,001 470,279 (122,917) - 467,363
_______ _______ _______ _______ _______
16 Reconciliation of operating loss to operating cash flows 31st May 2006 31st May 2005
# #
Operating loss (95,860) (37,534)
Increase in debtors (179,804) (75,648)
Increase in creditors 53,866 39,109
Foreign Exchange Loss (7,240) -
_______ _______
Net cash outflow from operating activities (229,038) (74,073)
_______ _______
Notes to financial statements
for the year ended 31st May 2006, continued
31st May 2006 31st May 2005
# #
17 Analysis of cash flows
Financing
Issue of ordinary share capital - 660,001
Share issue expenses - (69,721)
_______ _______
Net cash inflow - 590,280
_______ _______
Capital expenditure and investment
Incorporation of Subsidiary 1 -
Acquisition of Associate - 10,000
Purchase of intangible fixed assets 116,720 46,397
_______ _______
Net cash outflow 116,721 56,397
_______ _______
18 Analysis and reconciliation of net funds At 1 June 2005 Cash outflow 31st May 2006
# # #
Cash in hand and at bank 464,452 (331,024) 133,428
_______ _______ _______
19 Commitments
As at 31st May 2006, the Company had no material commitments.
20 Related party transactions
During the year the Company advanced #178,402 to its 40% owned associated undertaking, Mincorp
Asia, Inc. This advance is interest free and #233,402 remained outstanding at the Balance Sheet
date.
21 Post balance sheet events
The following material events occurred after the balance sheet date;
* On 21 August 2006, the company issued 10million ordinary shares in a private placing at a
price of 1pence, raising gross proceeds of #100,000.
* On 9 November 2006, the company announced that Mincorp Asia Inc, and its subsidiary
Bonaventure Mining Corporation has entered into litigation relating to its Exploration Permit
covering the Mt. Cadig nickel deposit in the Philippines. The dispute relates to the title to
the area and action is ongoing.
Notes to financial statements
for the year ended 31st May 2006, continued
22 Financial instruments - Group
The Group uses financial instruments comprising cash, liquid resources and debtors/creditors
that arise from its operations.
The Group's exposure to currency and liquidity risk is not considered significant. The
Group's cash balances are held in Pound Sterling and in Australian dollars, the latter being
the currency in which the significant operating expenses are incurred.
To date the Group has relied upon equity funding to finance operations. The Directors are
confident that adequate cash resources exist to finance operations to commercial
exploitation but controls over expenditure are carefully managed.
The net fair value of financial assets and liabilities approximates the carrying values
disclosed in the financial statements. The currency and interest rate profile of the
financial assets is as follows:
Cash and short term deposits
30 June 2006
#
Sterling 128,131
Australian dollars 5,297
At 31 May2006 133,428
The financial assets comprise interest earning bank deposits.
23 Control
There is considered to be no controlling related party.
24 Profit and loss account of the parent Company
As permitted by section 230 of the Companies Act 1985, the profit and loss
account of the parent Company has not been separately presented in these
accounts. The parent Company loss for the year was #90,025 (2005: loss
#32,892).
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR ILFSFLLLIVIR
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