TIDMTYM
RNS Number : 8528O
Tertiary Minerals PLC
22 May 2018
22 May 2018
TERTIARY MINERALS PLC
("Tertiary" or "the Company")
HALF-YEARLY REPORT 2018
Tertiary Minerals plc, the AIM-traded company building a
strategic position in the fluorspar sector, announces its unaudited
interim results for the six months ended 31 March 2018.
Operational Summary for the six months ending 31 March 2018
Acquisition Opportunities
-- Following the evaluation of a number of potential fluorspar
project acquisitions, the Company is now focusing its efforts on
one particular project that has the potential to generate revenue
in the near term
-- Early stage due diligence and negotiations are progressing
-- There is no guarantee that the acquisition will proceed at this stage
Partnership with Global Commodities Trading Group
-- Non-binding Memorandum of Understanding signed with Possehl
Erzkontor GmbH & Co. KG (wholly owned subsidiary of CREMER)
("Possehl") in November 2017
-- Intention for Possehl and the Company to enter into a
definitive sales and purchase agreement ("Offtake Agreement"), if
and when the Tertiary projects reach commercial viability, whereby
Possehl commit to purchase a minimum of 70% of commercial grade
acid-spar to be produced at Tertiary's three fluorspar projects
-- As a condition of the Offtake Agreement Possehl, will provide
part of the pre-financing to Tertiary, where funds will be advanced
by Possehl to Tertiary to assist the Company in meeting its working
capital needs and/or its capital investment needs for the
development of its current and future fluorspar projects
Storuman Fluorspar Project, Sweden - Exploitation (Mine) Permit
Progress
-- Recent positive meetings have been held between the head of
The Swedish Mining Inspectorate, The County Administrative Board of
Västerbotten and the Company
-- Comprehensive supplementary reports and a legal statement
have been submitted to Swedish Mining Inspectorate - requested as
part of the Mine Permit re-assessment process
-- The in-depth analysis shows that the Company's proposed
mining operations at Storuman, with mitigation measures proposed,
will have only a minimal impact on reindeer husbandry and that
there will be no impact on the Natura 2000 area
-- The Swedish Mining Inspectorate will now assess feedback from
key stakeholders and the Company remains hopeful for a positive
decision regarding the award of the Mine Permit in the near
future
MB Fluorspar Project, Nevada, USA - Metallurgical Testwork
Progress
-- Scoping Study level bench scale metallurgical testwork
progressing at SGS Lakefield in Canada with the aim of producing
commercial grade acid-spar and mica
-- Early testwork has indicated that the ore is metallurgically
complex, presenting certain processing challenges, and therefore
the Company has engaged the services of one of the world's leading
consultant fluorspar metallurgists to assist with the testwork
-- The Company along with the consultant metallurgist are now
scoping the next phase of testwork following recent positive
developments
Lassedalen Fluorspar Project, Norway
-- The project continues to be a lower priority for the Company
given the commitments on its other larger/more advanced fluorspar
projects and acquisition opportunities
-- The Company has made the decision not to proceed with the
purchase of land and historic mine workings from Norwegian
aluminium producer, Hydro, on which part of the Lassedalen
fluorspar project sits
-- The Company continues to control exploration rights on the
Hydro land and all other landholder parcels on which the project
sits, through a combination of expropriation rights, exploration
licences and landholder agreements
Kaaresselkä and Kiekerömaa Gold Projects, Finland
-- Following the sale of the two projects in March 2017 to
Aurion Resources, the Company sold its shares in Aurion Resources
(paid as part initial consideration) in November 2017, resulting in
a profit of GBP31,264
-- The Company retains pre-production and net smelter royalty interest in the projects
-- Aurion is a Canadian listed exploration company with primary
focus on the development of its Finnish gold projects, several of
which are under joint venture with B2Gold. Kinross Gold Corporation
are also significant shareholders of Aurion.
Financial Results - Summary:
-- Operating Loss for the six-month period of GBP170,880 comprises:
o Revenue of GBP110,554; less
o Administration costs of GBP269,480 (which includes non-cash
share based payments of GBP3,998); and
o Pre-licence and reconnaissance exploration costs totalling
GBP11,954
-- Total Group Loss of GBP133,539 is after charging:
o Gain on disposal of available for sale investment of
GBP37,263
o Interest income of GBP78
-- 362,554 Ordinary Shares were issued during the reporting
period to directors in lieu of fees at a price of 1.875 pence per
share
-- 41,666,670 Ordinary Shares were issued during the reporting
period by way of placing, in December 2017, at a price of 1.2 pence
per share.
Enquiries
Tertiary Minerals plc
Patrick Cheetham, Executive
Chairman
Richard Clemmey, Managing
Director +44 (0)1625 838 679
SP Angel Corporate Finance
LLP
Nominated Adviser & Joint
Broker
Ewan Leggat / Lindsay
Mair +44 (0) 20 3470 0470
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
Notes to Editors
Tertiary Minerals plc (ticker symbol 'TYM') is an AIM-traded
mineral exploration and development company building a significant
strategic position in the fluorspar sector. Fluorspar is an
essential raw material in the chemical, steel and aluminium
industries. Tertiary controls two significant Scandinavian projects
(Storuman in Sweden and Lassedalen in Norway) and a large deposit
of strategic significance in Nevada, USA (MB Project).
CAUTIONARY NOTICE
The news release may contain certain statements and expressions
of belief, expectation or opinion which are forward looking
statements, and which relate, inter alia, to the Company's proposed
strategy, plans and objectives or to the expectations or intentions
of the Company's directors. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors
beyond the control of the Company that could cause the actual
performance or achievements of the Company to be materially
different from such forward-looking statements. Accordingly, you
should not rely on any forward-looking statements and save as
required by the AIM Rules for Companies or by law, the Company does
not accept any obligation to disseminate any updates or revisions
to such forward-looking statements.
Chairman's Statement
I am pleased to present our Interim Report for the six-month
period ended 31 March 2018.
The Company's plan to build a strategic position in the
fluorspar sector has attracted the support of global commodities
trading group, Possehl, part of the CREMER Group, with the signing
of an important Memorandum of Understanding. This ("MOU"), whilst
non-binding, paves the way for a definitive sales and purchase
agreement for fluorspar from the Company's projects and,
importantly, extends to the provision of pre-financing for
commercial production and lends support to the Company's ambitions
to develop not only its existing projects but to acquire a
near-term revenue generating project.
The Company has evaluated a number of possible acquisition
opportunities in the reporting period. Whilst most of these have
been rejected for various reasons, one project opportunity is
currently being taken forward through early due diligence and
negotiations with the current owners. There is no guarantee that
the acquisition will proceed at this stage.
Work on the Company's existing fluorspar projects in Europe and
North America has largely focused on the Storuman Project in
Sweden. The re-assessment process for the Company's Exploitation
(Mine) Permit application for our Storuman Fluorspar Project in
Sweden has consumed considerable management time to meet an April
2018 deadline for the submission of supplementary reports and legal
statements in support of the grant of the permit.
Whilst the Storuman mine permit was originally granted in 2016,
the government returned the permit case, along with many other
cases, back to the Swedish Mining Inspectorate for re-assessment
following a Supreme Court decision to overturn the grant of a
third-party mining company's mine permit in the south of Sweden.
The re-assessment is intended to consider the impact of mining in
the concession area on a wider surrounding area. The Company has
addressed these issues with detailed impact and mitigation studies
and, after consultation with certain stakeholders, has submitted
comprehensive additional information that demonstrates minimal
impact with the mitigation measures proposed. We are hopeful of a
favourable outcome in the near future.
In Nevada, USA, our previous exploration on the MB Project has
defined a very large fluorspar resource with varying metallurgical
characteristics in different zones. The zone of mineralisation that
is most immediately accessible to open-pit mining is the most
metallurgically complex. Nevertheless, I am pleased that progress
is now being made in scoping study level testwork towards
production of acid-grade fluorspar as well as a by-product
industrial filler grade mica. Testwork continues under the guidance
of our specialist consultants.
In Norway, work at our Lassedalen Fluorspar Project has assumed
a lower priority due to its smaller fluorspar resource and a
decision was made not to proceed with the purchase of land from
large Norwegian aluminium producer, Hydro, a forerunner company of
which was responsible for mining fluorspar at Lassedalen in World
War II.
The pricing environment for fluorspar has continued to
strengthen, particularly for delivery into Europe where, after a
period of disconnect, prices are now catching up with Chinese
domestic prices which have traditionally set the pricing benchmark.
Downstream processors of fluorochemicals have recently reported
strong sales and increased prices.
Earlier in the reporting period we announced the sale of our
shareholding in Canadian TSX-listed Aurion Resources Ltd which we
received as part payment for the sale of our Finnish gold projects.
This resulted in a profit of GBP31,264 on the original
transactional value and with good timing we achieved a price per
share substantially above the current prevailing price. We will,
however, continue to share in any of Aurion's future success on
these projects as we are entitled to further payments on the
definition of Ore Reserves and Mineral Resources and a royalty on
production.
We look forward to reporting further progress through the rest
of this financial year.
Patrick L Cheetham
Executive Chairman
22 May 2018
Consolidated Income Statement
for the six months to 31 March 2018
Six months Six months Twelve
to 31 to 31 months
March March to 30
2018 2017 September
Unaudited Unaudited 2017
Audited
GBP GBP GBP
----------------------------------- ----------- ----------- -----------
Revenue 110,554 134,885 241,024
----------------------------------- ----------- ----------- -----------
Administration costs (269,480) (286,654) (550,229)
Pre-licence and other exploration
costs (11,954) (4,371) (30,617)
Operating loss (170,880) (156,140) (339,822)
Impairment of available
for sale investment - (55,987) (55,987)
Profit on disposal of available 37,263 - -
for sale investment
Interest receivable 78 277 277
Loss before income tax (133,539) (211,850) (395,532)
Income tax - - -
----------------------------------- ----------- ----------- -----------
Loss for the period attributable
to equity holders of the
parent (133,539) (211,850) (395,532)
=================================== =========== =========== ===========
Loss per share - basic
and diluted (pence) (Note
2) (0.04) (0.08) (0.14)
=================================== =========== =========== ===========
Consolidated Statement of Comprehensive Income
for the six months to 31 March 2018
Six months Six months Twelve
to 31 to months
March 31 March to
2018 2017 30 September
Unaudited Unaudited 2017
Audited
GBP GBP GBP
----------------------------------- ----------- ----------- --------------
Loss for the period (133,539) (211,850) (395,532)
----------------------------------- ----------- ----------- --------------
Other comprehensive income:
Items that could be reclassified
subsequently to the Income
Statement:
Fair value movement on
available for sale investment (111,316) (54,755) 122,753
Foreign exchange translation
differences on foreign
currency net investments
in subsidiaries (209,948) 59,852 (15,442)
Items that have been reclassified
subsequently
to the Income Statement:
Amount reclassified on (37,263) - -
disposal of available for
sale investment
Total comprehensive income/(loss)
for the period attributable
to equity holders of the
parent (492,066) (206,753) (288,221)
=================================== =========== =========== ==============
Company Registration Number 03821411
Consolidated Statement of Financial Position
at 31 March 2018
As at As at As at
31 March 31 March 30 September
2018 2017 2017
Unaudited Unaudited Audited
GBP GBP GBP
------------------------------- ------------ ------------ --------------
Non-current assets
Intangible assets 4,406,689 4,497,712 4,508,015
Property, plant & equipment 2,463 6,607 4,361
Available for sale investment 164,391 231,463 408,971
------------------------------- ------------ ------------ --------------
4,573,543 4,735,782 4,921,347
------------------------------- ------------ ------------ --------------
Current assets
Receivables 95,668 86,975 94,253
Cash and cash equivalents 474,052 145,212 159,278
569,720 232,187 253,531
------------------------------- ------------ ------------ --------------
Current liabilities
Trade and other payables (75,464) (62,555) (75,808)
Net current assets 494,256 169,632 177,723
------------------------------- ------------ ------------ --------------
Net assets 5,067,799 4,905,414 5,099,070
=============================== ============ ============ ==============
Equity
Called up Ordinary Shares 35,910 2,670,769 31,708
Deferred Shares 2,644,062 2,644,062
Share premium account 9,784,363 9,066,769 9,331,768
Merger reserve 131,096 131,096 131,096
Share option reserve 204,522 254,566 259,690
Available for sale investment
reserve 25,291 (3,638) 173,870
Foreign currency reserve 156,964 442,206 366,912
Accumulated losses (7,914,409) (7,656,354) (7,840,036)
------------------------------- ------------ ------------ --------------
Equity attributable to
the owners of the parent 5,067,799 4,905,414 5,099,070
=============================== ============ ============ ==============
Consolidated Statement of Changes in Equity
Ordinary Deferred Share Merger Share Available Foreign Accumulated Total
Share Shares Premium Reserve Warrant for Currency Losses
Capital Account Reserve Sale Reserve
Reserve
GBP GBP GBP GBP GBP GBP GBP GBP GBP
At 30
September
2016 2,669,442 - 9,066,735 131,096 343,486 51,117 382,354 (7,539,696) 5,104,534
Loss for the
period - - - - - - - (211,850) (211,850)
Change in fair
value - - - - - (54,755) - - (110,742)
Exchange
differences - - - - - - 59,852 - 59,852
--------------- ------------ ---------- ---------- --------- --------- ----------- ---------- ------------- ----------
Total
comprehensive
loss for the
period - - - - - (54,755) 59,852 (211,850) (206,753)
--------------- ------------ ---------- ---------- --------- --------- ----------- ---------- ------------- ----------
Share issue 1,327 - 34 - - - - - 1,361
Share based
payments
expense - - - - 6,272 - - - 6,272
Transfer of
expired
warrants - - - - (95,192) - - 95,192 -
---------------
At 31 March
2017 2,670,769 - 9,066,769 131,096 254,566 (3,638) 442,206 (7,656,354) 4,905,414
Loss for the
period - - - - - - - (183,682) (183,682)
Change in fair
value - - - - - 177,508 - - 177,508
Exchange
differences - - - - - - (75,294) - (75,294)
--------------- ------------ ---------- ---------- --------- --------- ----------- ---------- ------------- ----------
Total
comprehensive
loss for the
period - - - - - 177,508 (75,294) (183,682) (81,468)
Share split (2,644,062) 2,644,062 - - - - - - -
Share issue 5,001 - 264,999 - - - - - 270,000
Share based
payments
expense - - - 5,124 - - - 5,124
--------------- ------------ ---------- ---------- --------- --------- ----------- ---------- ------------- ----------
At 30
September
2017 31,708 2,644,062 9,331,768 131,096 259,690 173,870 366,912 (7,840,036) 5,099,070
--------------- ------------ ---------- ---------- --------- --------- ----------- ---------- ------------- ----------
Loss for the
period - - - - - - - (170,802) (170,802)
Change in fair
value - - - - - (111,316) - - (111,316)
Transfer of
disposals
to income
statement - - - - - (37,263) - 37,263 -
Exchange
differences - - - - - - (209,948) - (209,948)
--------------- ------------ ---------- ---------- --------- --------- ----------- ---------- ------------- ----------
Total
comprehensive
loss for the
period - - - - - (148,579) (209,948) (133,539) (492,066)
--------------- ------------ ---------- ---------- --------- --------- ----------- ---------- ------------- ----------
Share issue 4,202 - 452,595 - - - - - 456,797
Share based
payments
expense - - - - 3,998 - - - 3,998
Transfer of
expired
warrants - - - - (59,166) - - 59,166 -
At 31 March
2018 35,910 2,644,062 9,784,363 131,096 204,522 25,291 156,964 (7,914,409) 5,067,799
=============== ============ ========== ========== ========= ========= =========== ========== ============= ==========
Consolidated Statement of Cash Flows
for the six months to 31 March 2018
Six months Six months Twelve
to 31 to 31 months
March March to 30
2018 2017 September
Unaudited Unaudited 2017
Audited
GBP GBP GBP
-------------------------------- ----------- ----------- -----------
Operating activity
Operating loss (170,880) (156,140) (339,822)
Depreciation charge 2,003 3,265 5,910
Shares issued in lieu
of net wages 6,797 1,361 1,361
Share based payment charge 3,998 6,272 11,396
Non-cash additions to
available for sale investment - (52,735) (52,735)
(Increase)/decrease in
receivables (1,415) 18,057 10,779
Increase/(decrease) in
payables (344) (29,933) (16,680)
Net cash outflow from
operating activity (159,841) (209,853) (379,791)
-------------------------------- ----------- ----------- -----------
Investing activity
Interest received 78 277 277
Development expenditures (102,415) (108,558) (190,172)
Disposal of exploration
asset - 15,000 ' 15,000
Disposal of available 133,264 - -
for sale investment
Purchase of property,
plant & equipment (105) (87) (486)
Net cash outflow from
investing activity 30,822 (93,368) (175,381)
-------------------------------- ----------- ----------- -----------
Financing activity
Issue of share capital
(net of expenses) 450,000 - 270,000
Net cash inflow from financing
activity 450,000 - 270,000
-------------------------------- ----------- ----------- -----------
Net (decrease)/increase
in cash and cash
equivalents 320,981 (303,221) (285,172)
Cash and cash equivalents
at start of period 159,278 448,474 448,474
Exchange differences (6,207) (41) (4,024)
Cash and cash equivalents
at end of period 474,052 145,212 159,278
================================ =========== =========== ===========
Notes to the Interim Statement
1. Basis of preparation
The consolidated interim financial information has been prepared
in accordance with the accounting policies that are expected to be
adopted in the Group's full financial statements for the year
ending 30 September 2018 which are not expected to be significantly
different to those set out in Note 1 of the Group's audited
financial statements for the year ended 30 September 2017. These
are based on the recognition and measurement principles of IFRS in
issue as adopted by the European Union (EU) or that are expected to
be adopted and effective at 30 September 2018. The financial
information has not been prepared (and is not required to be
prepared) in accordance with IAS 34. The accounting policies have
been applied consistently throughout the Group for the purposes of
preparation of this financial information.
The financial information in this statement relating to the six
months ended 31 March 2018 and the six months ended 31 March 2017
has neither been audited nor reviewed by the Auditors, pursuant to
guidance issued by the Auditing Practices Board. The financial
information presented for the year ended 30 September 2017 does not
constitute the full statutory accounts for that period. The Annual
Report and Financial Statements for the year ended 30 September
2017 have been filed with the Registrar of Companies. The
Independent Auditor's Report on the Annual Report and Financial
Statement for the year ended 30 September 2017 was unqualified,
although did draw attention to matters by way of emphasis in
relation to going concern, and did not contain a statement under
498(2) or 498(3) of the Companies Act 2006.
The directors prepare annual budgets and cash flow projections
for a 15 month period. These projections include the proceeds of
future fundraising necessary within the period to meet the
Company's and Group's planned discretionary project expenditures
and to maintain the Company and Group as a going concern. Although
the Company has been successful in raising finance in the past,
there is no assurance that it will obtain adequate finance in the
future. This represents a material uncertainty related to events or
conditions which may cast significant doubt on the entity's ability
to continue as a going concern and, therefore, that it may be
unable to realise its assets and discharge its liabilities in the
normal course of business. However, the directors have a reasonable
expectation that they will secure additional funding when required
to continue meeting corporate overheads and exploration costs for
the foreseeable future and therefore believe that the going concern
basis is appropriate for the preparation of the financial
statements.
2. Loss per share
Loss per share has been calculated on the attributable loss for
the period and the weighted average number of shares in issue
during the period.
Six months Six months Twelve
to 31 to 31 months
March March to 30 September
2018 2017 2017
Unaudited Unaudited Audited
------------------------- ------------ ------------ -----------------
Loss for the period
(GBP) (133,539) (211,850) (395,532)
Weighted average shares
in issue (No.) 343,522,305 266,987,238 284,429,468
Basic and diluted
loss per share (pence) (0.04) (0.08) (0.14)
========================= ============ ============ =================
The loss attributable to ordinary shareholders and the weighted
average number of ordinary shares used for the purpose of
calculating diluted earnings per share are identical to those used
to calculate the basic earnings per ordinary share. This is because
the exercise of share warrants would have the effect of reducing
the loss per ordinary share and is therefore not dilutive under the
terms of IAS33.
3. Share capital
During the six months to 31 March 2018 the following share
issues took place:
An issue of 41,666,670 0.01p Ordinary Shares at 1.2p per share,
by way of placing, for a total consideration of GBP500,000 before
expenses (6 December 2017).
An issue of 72,554 0.01p Ordinary Shares at 1.875p per share, to
a director, in satisfaction of directors' fees, for a total
consideration of GBP1,360 (31 January 2018).
An issue of 290,000 0.01p Ordinary Shares at 1.875p per share,
to a director, in satisfaction of directors' fees, for a total
consideration of GBP5,437 (31 January 2018).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR ATMPTMBBTMLP
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