TIDMANR
RNS Number : 7672Q
Altona Energy PLC
02 December 2016
Embargoed until 7am 2 December 2016
Altona Energy plc
("Altona", "the Company" or "the Group")
Final Results
Altona (AIM: ANR) is pleased to announce its final results for
the year ended 30 June 2016 and gives notice that its Annual
General Meeting is to be held at the offices of Leander PR, Adam
House, 7-10 Adam Street, London, WC2N 6AA on 29 December 2016 at
1.00 p.m.
Highlights
-- Revised JV Agreement entered into with Sino-Aus Energy Group
("Sino-Aus") and Wintask Limited ("Wintask") in November 2015 to
complete a bankable feasibility study for Underground Coal
Gasification at the Arckaringa Project
-- Subscription funds received from both Sino-Aus and Wintask in
accordance with revised JV terms
-- Appointed Parsons Brinckerhoff to project manage the Arckaringa Project
-- Reduction of 50% in Company overheads compared to year ended 30 June 2015
-- Sino-Aus representative, Mr Chi Ma, appointed as a Non-Executive Director
Post Period
-- Arckaringa Coal Chemical Joint Venture Company Pty Ltd ("JV
Company") applied to the South Australian Government for a
Petroleum Exploration Licence ("PELA 604")
-- Agreed terms for second tranche contributions by JV Partners
into JV Company and by Sino-Aus for Altona shares in September
2016
Qinfu Zhang, Altona's Executive Chairman, commented, "I can
confirm that the South Australian Government has registered the JV
Company's Petroleum Exploration Licence Application over the ground
we require in order to advance our project. The government has
advised that our application is the next to be assessed in the
event the new owner of PELA 604 has no interest in the licence or
is unable to satisfy the licence requirements. We understand the
government anticipates being in a position to engage with the new
owner of PELA 604 early in the New Year.
"The South Australian region is currently experiencing an
economic downturn and power shortages are a regular occurrence. We
therefore continue to believe the Arckaringa Project will be a high
priority for the government given its potential to provide a large
number of new jobs and a source of long-term energy supply for the
state."
For further information, please visit www.altonaenergy.com or
contact:
Altona Energy plc
Qinfu Zhang, Executive Chairman
Nicholas Lyth, Non-Executive +44 7769 906
Director 686
Leander (Financial PR) +44 7795 168
Christian Taylor- Wilkinson 157
Northland Capital Partners Ltd
(Nomad and Broker)
Matthew Johnson / Gerry Beaney
(Corporate Finance)
John Howes (Corporate Broking) +44 20 3861 6625
About Altona Energy
Altona is listed on the London Stock Exchange's AIM market.
Along with its JV Partners, Sino-Aus and Wintask, it is focused on
the evaluation and development of the Company's Arckaringa Project
to exploit the significant coal resources of approximately 7.8
billion tonnes (non-JORC). The project area is covered by three
exploration licences covering 2,500 sq. kms in the northern portion
of the Permian Arckaringa Basin in South Australia.
Chairman's Statement
The 12 months under review was a period of mixed fortunes for
the Company, with a number of important milestones reached, offset
against the delay caused by the need for the JV Company to obtain a
Petroleum Exploration Licence ("PEL") before work can commence at
the Arckaringa Project. The JV Company submitted the relevant
application after the year end on 17 October 2016.
The Company's main investment in the Arckaringa Basin, South
Australia, remains a world class coal asset, exceeding 7.8 billion
tonnes of coal (1.3 billion tonnes JORC compliant) and the Company,
along with Sino-Aus and Wintask (together the "JV Partners")
continue to have the support of The Honourable Tom Koutsantonis MP,
the South Australian Minister for Mineral Resources and Energy, and
Minister for State Development.
The past 12 months have been focused on securing adequate
funding for the project and by engaging with the appropriate
experts who will work alongside the JV Company to ensure a timely
delivery of the test drilling programme and bankable feasibility
study ("BFS"), once all approvals are received from the South
Australian Government.
Following an agreement by the JV Partners in April of this year
to commence the BFS, the JV Company appointed mining engineering
specialists, WSP-Parsons Brinckerhoff (Australia), tasking them to
develop a programme to assess the quantum and quality of the coal
resource at varying depths and also to undertake a technology
review to determine the best Underground Coal Gasification ("UCG")
technology available and applicable to the project, once it
commences. These reports were completed over the summer leaving the
JV Company in a position of immediate readiness, once the PEL is
granted.
As per the Deed of Variation, which was signed on 5 November
2015, and is an amendment to the original Joint Venture Agreement,
Sino-Aus completed a subscription for GBP0.5 million of Altona
shares on 28 January 2016. Further, Sino-Aus completed its first
tranche financial contribution to the JV Company between 12 and 21
April 2016, of AUD$5.4 million. Due to the delays mentioned above
associated with the PEL application, on 28 July 2016 the JV Company
agreed that Sino-Aus could remove AUD$5 million from the JV bank
account, to invest in short-term instruments, until the PEL is
granted.
On 24 March 2016, Mr Chi Ma, a representative of Sino-Aus was
appointed to the board of Altona, strengthening the ties between
the two companies.
Financial Review
During the period under review the Group made a profit of
GBP38,000 (2015: loss GBP1,312,000), which was principally created
by two non-cash credits to the income statement. The first followed
the confirmation from HMRC that its enquires, in relation to
potentially underpaid tax estimated at approximately GBP790,000
concerning fees paid on a gross basis to a company controlled by a
previous board member, have concluded with the Company having no
outstanding liabilities to HMRC in the matter. Accordingly the
Company has released the provision in full resulting in a non-cash
credit to the income statement.
Eliminating this non-cash entry results in an adjusted loss for
the year ended 30 June 2016 of GBP765,000 (2015: loss of
GBP1,312,000). This was in line with expectations having initiated
cost cutting initiatives during the year that were planned to
ensure shareholder's funds stretch as far as possible. As at 30
June 2016, the Group had cash of GBP362,000 (2015: GBP543,000).
In addition to the cost cutting initiatives undertaken in the
year, the Group has reviewed its cost base and has cut further cost
from the business in order to allow the Group to continue to meet
its obligations whilst it secures the necessary PEL. The impact of
these cost cutting measures is expected to result in a business
that is appropriately structured to continue to control and
influence its interest in the activities of the joint venture
project.
Post Balance Sheet Events
A new Deed of Variation was signed by the JV Partners on 6
September 2016, providing revised terms for Sino-Aus to subscribe
for a second tranche of Altona shares and also return AUD$5 million
of funding into the JV Company. Both events will be triggered by
the granting of the PEL, confirmation from WSP-Parson Brinckerhoff
that all permits necessary to commencing a UCG test drilling
project have been received, and consent from the South Australian
Government. A second tranche contribution by Sino-Aus (AUD$ 5.4
million) and Wintask (AUD$ 600,000) into the JV Company will happen
within 180 days following the above actions.
Outlook
The Altona board, despite the setback to the JV Company in the
year, remain confident that it will be granted the necessary PEL by
the South Australian Government. The region is currently undergoing
an economic downturn and regularly experiences power shortages,
suggesting that a significant asset such as Arckaringa would be
given high priority by the government in order to provide a large
number of new jobs for the lifetime of the project and to provide a
long-term energy supply for the region.
While the board is unable to provide an accurate timetable of
events for the next six months, it is hopeful that by the end of Q1
2017 it will be in a position to update shareholders with a plan
for the initial test drilling programme at Arckaringa.
Qinfu Zhang
Executive Chairman
1 December 2016
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2016
Group
2016 2015
Notes GBP'000 GBP'000
Revenue - -
Administrative expenses (765) (1,313)
Reversal of provision 14 790 -
Total administrative expenses
and profit/(loss) from operations 5 25 (1,313)
Finance income 4 1 1
---------- ----------
Profit/(loss) before taxation 26 (1,312)
Tax credit 9 12 -
---------- ----------
Profit/(loss) for the year attributable
to the
equity holders of the parent 38 (1,312)
Other comprehensive income
Exchange differences on translating
foreign operations that may be
subsequently reclassified to profit
or loss 1,471 (1,341)
Total comprehensive income attributable
to the equity holders of the parent 1,509 (2,653)
========== ==========
Earnings per share expressed in
pence per share
- Basic attributable to the equity
holders of the parent 8 0.005p (0.17p)
========== ==========
- Diluted attributable to the
equity holders of the parent 8 0.005p (0.17p)
========== ==========
All of the above operations during the year are continuing.
STATEMENTS OF FINANCIAL POSITION
As at 30 June 2016
Group Group Company Company
2016 2015 2016 2015
Notes GBP'000 GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Intangible assets 10 11,221 9,739 -
Investment in subsidiaries 11 - - 1,432 1,432
Other receivables 12 3 2 10,712 9,091
---------- ---------- ---------- ----------
Total non-current
assets 11,224 9,741 12,144 10,523
---------- ---------- ---------- ----------
Current assets
Trade and other receivables 12 17 122 16 58
Cash and cash equivalents 362 543 357 509
Total current assets 379 665 373 567
---------- ---------- ---------- ----------
TOTAL ASSETS 11,603 10,406 12,517 11,090
========== ========== ========== ==========
LIABILITIES
Current liabilities
Provisions 14 - 790 - 790
Trade and other payables 13 68 108 55 94
Total current liabilities 68 898 55 884
---------- ---------- ---------- ----------
TOTAL LIABILITIES 68 898 55 884
========== ========== ========== ==========
NET ASSETS 11,535 9,508 12,462 10,206
========== ========== ========== ==========
EQUITY ATTRIBUTABLE
TO EQUITY HOLDERS
OF THE PARENT
Share capital 15 892 792 892 792
Share premium 15 18,178 17,778 18,178 17,778
Merger reserve 2,001 2,001 2,001 2,001
Foreign exchange reserve 1,449 (22) - -
Retained deficit (10,985) (11,041) (8,609) (10,365)
---------- ---------- ---------- ----------
TOTAL EQUITY 11,535 9,508 12,462 10,206
========== ========== ========== ==========
STATEMENTS OF CASH FLOWS
For the year ended 30 June 2016
Group Company
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Operating activities
Profit/(Loss) for
the year before taxation 26 (1,312) 1,738 (2,590)
Income tax 12 - - -
Finance income (1) (1) (1) (1)
Share based payments 18 (128) 18 (128)
Foreign exchange on loans
to controlled entities - - (1,592) 1,439
Decrease in receivables 43 113 42 113
(Decrease) / increase
in payables (40) (47) (40) 25
(Decrease) / increase
in provisions (790) - (790) -
---------- ---------- ---------- ----------
Cash used in operations (733) (1,375) (625) (1,142)
Income tax benefit
received 63 43 - -
---------- ---------- ---------- ----------
Net cash used in operating
activities (670) (1,332) (625) (1,142)
Investing activities
Payments to acquire intangible - (35) - -
assets
Loans to subsidiaries - - (28) (219)
Interest received 1 1 1 1
Net cash generated from/(used
in) investing activities 1 (34) (27) (218)
---------- ---------- ---------- ----------
Financing activities
Proceeds from issue
of shares 500 - 500 -
Net cash inflow from
financing 500 - 500 -
---------- ---------- ---------- ----------
Net decrease in cash and
cash equivalents (169) (1,366) (152) (1,360)
Cash and cash equivalents
at beginning of the year 543 1,913 509 1,869
Effect of exchange rate
changes on cash and cash
equivalents (12) (4) - -
---------- ---------- ---------- ----------
Cash and cash equivalents
at 30 June 362 543 357 509
========== ========== ========== ==========
STATEMENTS OF CHANGES IN EQUITY
For the year ended 30 June 2016
All attributable to equity holders of the parent
Foreign
Share Share Merger exchange Retained Total
capital Premium reserve reserve deficit equity
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 July 2014 792 17,778 2,001 1,319 (9,601) 12,289
Loss for the year - - - - (1,312) (1,312)
Other comprehensive
income - - - (1,341) - (1,341)
Share based payments - - - - (128) (128)
---------- ---------- ---------- ----------- ---------- ---------
Balance at 30 June
2015 792 17,778 2,001 (22) (11,041) 9,508
---------- ---------- ---------- ----------- ---------- ---------
Profit for the
year - - - - 38 38
Other comprehensive
income - - - 1,471 - 1,471
Issue of share
capital 100 400 - - - 500
Share based payments - - - - 18 18
Balance at 30 June
2016 892 18,178 2,001 1,449 (10,985) 11,535
---------- ---------- ---------- ----------- ---------- ---------
Company GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 July
2014 792 17,778 2,001 - (7,647) 12,924
Loss for the year - - - - (2,590) (2,590)
Share based payments - - - - (128) (128)
Balance at 30 June
2015 792 17,778 2,001 - (10,365) 10,206
-------- -------- -------- -------- --------- --------
Profit for the year - - - - 1,738 1,738
Issue of share capital 100 400 - - - 500
Share based payments - - - - 18 18
Balance at 30 June
2016 892 18,178 2,001 - (8,609) 12,462
-------- -------- -------- -------- --------- --------
The following described the nature and purpose of each reserve
within owners' equity:
Reserve Description and Purpose
Share Capital Amount subscribed for share capital at
nominal value
Share premium Amount subscribed for share capital in
excess of nominal value.
Merger reserve Reserve created on issue of shares on
acquisition of subsidiaries in prior
years.
Foreign exchange Cumulative translation differences of
reserve net assets of subsidiaries.
Retained deficit Cumulative net gains and losses recognised
in the consolidated statement of comprehensive
income
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
GENERAL INFORMATION
Altona Energy PLC is a public company which is listed on the
Alternative Investment Market ('AIM') and is incorporated and
domiciled in England & Wales, with registered number 05350512.
The Company's financial statements for the year ended 30 June 2016
were authorised for issue by the Board on 1 December 2016 and the
Statements of Financial Position were signed on the Board's behalf
by Mr Nicholas Lyth.
The principal accounting policies are summarised below. They
have been applied consistently throughout the year. The financial
statements have been prepared on the historical cost basis.
BASIS OF PREPARATION
The financial statements are presented in Sterling, being the
presentational currency of the Group and the functional and
presentational currency of the Company. All values are rounded to
the nearest thousand pounds (GBP'000) unless otherwise stated.
These financial statements have been prepared in accordance with
IFRS as adopted for use in the European Union (EU), and with those
parts of the Companies Act 2006 applicable to companies reporting
under IFRS.
GOING CONCERN
The Company raises money for exploration and capital projects as
and when required. There can be no assurance that the Group's
projects will be fully developed in accordance with current plans
or completed on time or to budget. Future work on the development
of these projects, the levels of production and financial returns
arising therefrom may be adversely affected by factors outside the
control of the Group.
On 5 November 2015 the Company announced that the Group had
entered into a conditional agreement for Sino-Aus and Wintask to
enter into a joint venture for the development of the Arckaringa
project, whereby they undertake to fund the BFS for the Arckaringa
Project and thereby the Group's licence commitments up to
A$33million, and to subscribe to acquire up to 100,000,000 shares
to raise an additional GBP0.75million. As at the date of the
approval of these financial statements, the ability of the Company,
and therefore the Group, to continue as a going concern is
dependent on securing shareholder approval for this transaction and
completing the process to obtain the necessary regulatory and
government approvals ensuring that there are sufficient funds in
place for the interim period. These conditions indicate the
existence of a material uncertainty which may cast significant
doubt about the ability of the Group to continue as a going
concern. However, the Directors are confident that the necessary
shareholder approval will be secured and fundraising will therefore
complete as anticipated and, alongside existing working capital,
the resources at the Company's disposal will be sufficient for the
Company to be able to meet its working capital requirements for a
period of not less than 12 months from the date of the approval of
this report.
The financial statements have therefore been prepared on a going
concern basis and do not include the adjustments that would result
if the Group was unable to continue in operation.
NEW STANDARDS AND INTERPRETATIONS
The financial statements have been drawn up on the basis of
accounting standards, interpretations and amendments effective at
the beginning of the accounting period.
(i) The following new standards, interpretations and amendments
to published standards effective in the year have been adopted by
the Group and Company:
International Accounting Standards (IAS/IFRS) Effective
date
IAS 27 Separate Financial Statements 1 Jan 2015
(2011)
IAS 28 Investments in Associates and 1 Jan 2015
Joint Ventures (2011)
IFRS 10 Consolidated Financial Statements 1 Jan 2015
IFRS 11 Joint Arrangements 1 Jan 2015
IFRS 12 Disclosure of Interests in Other 1 Jan 2015
Entities
The adoption of these new standards did not have an impact on
the financial statements other than in respect of disclosure.
(ii) Standards, amendments and interpretations, which are
effective for reporting periods beginning after the date of these
financial statements and which have not been adopted early:
Standard Impact on initial application Effective
date
IAS 1 (Amendments) Presentation of Financial *1 January
Statements - Disclosure 2016
Initiative
IAS 16 (Amendments) Property, plant and equipment *1 January
- Clarification of Acceptable 2016
Methods of Depreciation
IAS 27 (Amendments) Separate Financial Statements *1 January
2016
IAS 28 (Amendments) Investments in Associates *1 January
and Joint Ventures 2016
IAS 28 (Amendments) Accounting for Investments *1 January
- Applying the Consolidation 2016
Exception
IAS 38 (Amendments) Intangible Assets - Clarification *1 January
of Acceptable Methods of 2016
Amortisation
IFRS 9 (Amendments) Financial Instruments 1 January
2018
IFRS 10 (Amendments) Consolidated Financial Statements *1 January
- Investments in Associates 2016
and Joint Ventures
IFRS 10 (Amendments) Consolidated Financial Statements: *1 January
Applying the Consolidation 2016
Exception
IFRS 11 (Amendments) Joint Arrangements - Accounting *1 January
for Acquisition of Interests 2016
in Joint Operations
IFRS 12 (Amendments) Disclosure of Interests *1 January
in Other Entities: Applying 2016
the Consolidation Exception
IFRS 15 (Amendments) Revenue from Contracts with *1 January
Customers 2018
Annual Improvements 2012 - 2014 Cycle *1 January
2016
IFRS 16 Leases *1 January
2019
* Not yet endorsed by European Union.
The adoption of IFRS 9 will eventually replace IAS 39 in its
entirety and consequently may have a material effect on the
presentation, classification, measurement and disclosures of the
Group's and Company's financial instruments; however its impact on
the financial statements has not yet been assessed. The Group and
Company are evaluating the impact of the remaining new and amended
standards above. The Directors believe that these new and amended
standards are not expected to have a material impact on the Group's
and Company's results or shareholders' funds.
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiaries) as if they formed a single entity. Control is
achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee.
Generally, there is a presumption that a majority of voting
rights result in control. To support this presumption and when the
Group has less than a majority of the voting or similar rights of
an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee,
including:
-- The contractual arrangement with the other vote holders of the investee;
-- Rights arising from other contractual arrangements; and
-- The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the three elements of control. Subsidiaries are fully
consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
Assets, liabilities, income and expenses of a subsidiary acquired
or disposed of during the year are included in the consolidated
financial statements from the date the Group gains control until
the date the Group ceases to control the subsidiary.
When necessary, amounts reported by subsidiaries have been
adjusted to conform with the Group's accounting policies.
Transactions and balances between group companies are
eliminated.
BUSINESS COMBINATIONS
Acquisitions of subsidiaries and businesses are accounted for
using the acquisition method. The cost of a business combination is
measured as the aggregate of the fair values (at the date of
exchange) of assets given, liabilities incurred or assumed, and
equity instruments issued by the Group in exchange for control of
the acquiree. The acquiree's identifiable assets, liabilities and
contingent liabilities that meet the conditions for recognition
under IFRS 3 Revised Business Combinations are recognised at their
fair values at the acquisition date.
FOREIGN CURRENCIES
The presentation currency of the Group is UK Pounds Sterling.
The functional and presentation currency of the Company is UK
Pounds Sterling whereas the functional currencies of all other
subsidiaries is Australian Dollars. Transactions entered into by
Group entities in currency other than the currency of the primary
economic environment in which they operate (the "functional"
currency) are recorded at rates ruling when the transactions occur.
Foreign currency monetary assets and liabilities are translated at
the rates ruling at the reporting date.
Non-monetary assets and liabilities that are measured in terms
of historical cost in a foreign currency are translated using the
exchange rate at the date of the transaction.
On consolidation, the results of the operations are translated
into Pounds Sterling at average rates approximating to those ruling
when the transactions took place. All assets and liabilities of
overseas operations are translated at the rate ruling at the
reporting date. Exchange differences arising on translating the
opening net assets at closing rate are recognised directly in
equity (the "foreign exchange reserve").
Exchange differences recognised in the statement of
comprehensive income of Group entities' separate financial
statements on the translation of long-term monetary items forming
part of the Group's net investment in the overseas operation
concerned are reclassified to the foreign exchange reserve if the
item is denominated in the functional currency of the Company or
the overseas operation concerned.
TAXATION
Current and deferred tax is charged or credited in the profit or
loss, except when it relates to items charged or credited directly
to equity, in which case the related tax is also dealt with in
equity. Current tax is calculated on the basis of the tax laws
enacted or substantively enacted at the reporting date in the
countries where the Company and its subsidiaries operate.
Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are generally
recognised for all deductible temporary differences to the extent
that it is probable that taxable profits will be available against
which those deductible
temporary differences can be utilised, except for differences
arising on investments in subsidiaries where the Group is able to
control the timing of the reversal of the difference and it is
probable that the difference will not reverse in the foreseeable
future.
Recognition of the deferred tax assets is restricted to those
instances where it is probable that A taxable profit will be
available against which the difference can be utilised.
Deferred tax is calculated based on rates enacted or
substantively enacted at the reporting date and expected to apply
when the related deferred tax asset is realised or liability
settled.
PROVISIONS
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event, it
is probable that the Group will be required to settle the
obligation, and a reliable estimate can be made of the amount of
the obligation.
The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the
reporting date, taking into account the risks and uncertainties
surrounding the obligation. Where a provision is measured using the
cash flows estimated to settle the present obligation, its carrying
amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a
provision are expected to be recovered from a third party, the
receivable is recognised as an asset if it is virtually certain
that reimbursement will be received and the amount of the
receivable can be measured reliably.
INTANGIBLE ASSETS - EXPLORATION AND EVALUATION ASSETS
Exploration and evaluation expenditure in relation to each
separate area of interest is recognised as an exploration and
evaluation asset in the year in which it is incurred where the
following conditions are satisfied:
(i) the rights to tenure of the area of interest are current; and
(ii) at least one of the following conditions is also met:
a) the exploration and evaluation expenditure is expected to be
recovered through successful development and exploration of the
area of interest, or alternatively, by its sale, or
b) Exploration and evaluation activities in the area of interest
have not, at the reporting date, reached a stage which permits a
reasonable assessment of the existence or otherwise of economically
recoverable reserves, and active and significant operations in, or
in relation to, the area of interest are continuing.
Exploration and evaluation assets are initially measured at cost
and include the acquisition of rights to exploration, studies,
exploratory drilling, trenching and sampling and associated
activities and an allocation of depreciation and amortisation of
assets used in exploration and evaluation activities. General,
administrative and share based payment costs are only included in
the measurement of exploration and evaluation costs where they are
related directly to exploration and evaluation activities in a
particular area of interest.
Exploration and evaluation assets are assessed for impairment
when facts or circumstances suggest that the carrying amount of an
exploration and evaluation asset may exceed its recoverable amount.
The recoverable amount of the exploration and evaluation asset (or
the cash-generating unit(s) ('CGU') to which it has been allocated,
being no larger than the relevant area of interest) is estimated to
determine the extent of the impairment loss (if any).
Leasing
Where substantially all of the risks and rewards incidental to
ownership are not transferred to the Group (an 'operating lease'),
the total rentals payable under the lease are charged to profit or
loss on a straight-line basis over the lease term. The aggregate
benefit of lease incentives is recognised as a reduction of the
rental expense over the lease term on a straight-line basis. The
land and buildings elements of property leases are considered
separately for the purposes of lease classification.
FINANCIAL ASSETS
The only financial assets currently held by the Group are
classified as loans and receivables and cash and cash equivalents.
These assets are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They
are initially recognised at fair value plus transaction costs that
are directly attributable to their acquisition or issue, and are
subsequently carried at amortised cost using the effective interest
rate method, less provision for impairment.
Impairment provisions are recognised when there is objective
evidence (such as significant financial difficulties on the part of
the counterparty or default or significant delay in payment) that
the Group will be unable to collect all of the amounts due under
the terms receivable, the amount of such a provision being the
difference between the net carrying amount and the present value of
the future expected cash flows associated with the impaired
receivable. For receivables which are reported net, such provisions
are recorded in a separate allowance account with the loss being
recognised within administrative expenses in profit or loss. On
confirmation that the receivable will not be collectable, the gross
carrying value of the asset is written off against the associated
provision.
Loans and receivables comprise trade and other receivables and
cash and cash equivalents in the statement of financial
position.
Cash and cash equivalents include cash in hand and other short
term highly liquid investments with a maturity of three months or
less. Any interest earned is accrued monthly and classified as
finance income. Short term deposits comprise deposits made for
varying periods of between one day and three months.
For the purposes of the statement of cash flows, cash and cash
equivalents consist of cash and cash equivalents as defined
above.
Derecognition
Financial assets
The Group derecognises a financial asset when the contractual
rights to the cash flows from the asset expire, or it transfers the
asset and substantially all the risk and rewards of ownership of
the asset to another entity.
FINANCIAL LIABILITIES
The Group classifies its financial liabilities into one category
being other financial liabilities. At present, the Group does not
have any liabilities classified as fair value through profit or
loss or any of the other categories.
The Group's accounting policy for the other financial
liabilities category is as follows:
Trade payables and other short-term monetary liabilities are
initially recognised at fair value and subsequently carried at
amortised cost using the effective interest method. All interest
and other borrowing costs incurred in connection with the above are
expensed as incurred and reported as part of financing costs in
profit or loss.
Derecognition
Financial liabilities
The Group derecognises financial liabilities when, and only
when, the Group's obligations are discharged, cancelled or they
expire.
INVESTMENTS IN SUBSIDIARIES
In its separate financial statements the Company recognises its
investments in subsidiaries at cost, less any provision for
impairment. The cost of acquisition includes directly attributable
professional fees and other expenses incurred in connection with
the acquisition. It also includes share based payments issued to
employees of the Company for services provided to subsidiaries.
FINANCE INCOME
Finance income is recognised as interest accrues using the
effective interest method. This is a method of calculating the
amortised cost of a financial assets and allocating the interest
income over the relevant period using the effective interest rate,
which is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
MERGER RESERVE
The difference between the fair value of an acquisition and the
nominal value of the shares allotted in a share exchange has been
treated in accordance with the merger relief provisions of the
Companies Act 2006 and accordingly no share premium for such
transactions was required to be recognised, resulting in a credit
to the merger reserve.
SHARE BASED PAYMENTS
The Group issues equity-settled share-based payments to certain
employees. Equity-settled share-based payments are measured at fair
value at the date of grant. The equity-settled share-based payments
are expensed to profit or loss or capitalised to investments or
intangibles in the statement of financial position over a straight
line basis over the vesting period based on the Group's estimate of
shares that will eventually vest.
Where equity instruments are granted to persons other than
employees, the profit or loss is charged with the fair value of
goods and services received over a straight line basis over the
vesting period based on the Group's estimate of shares that will
eventually vest, except where it is in respect to costs associated
with the issue of securities, in which case it is charged to the
share premium account.
JOINT ARRANGEMENTS
Joint arrangements are when there is a contractual arrangement
that conifers joint control over the relevant activities of the
arrangement to the Group and at least one other party. Joint
control is assessed under the same principles as control over
subsidiaries.
The Group classifies its interest in joint arrangements as
either:
-- Joint ventures: where the group has rights to only the net assets of the joint arrangement;
-- Joint operations: where the Group has both the rights to
assets and obligations for the liabilities of the joint
arrangement.
In assessing the classification of interests in joint
arrangements, the following are considered:
-- The structure of the joint arrangement;
-- The legal form of the joint arrangements structure through a separate vehicle;
-- The contractual terms of the joint arrangement agreement; and
-- Any other facts and circumstances (including any other contractual arrangements).
Interests in joint operations are accounted forby accounting for
the assets, liabilities, revenues and expenses relating to its
involvement in a joint operation in accordance with the relevant
IFRSs.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The key assumptions concerning the future and other key sources
of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are discussed below:
1. Joint Arrangements
During the year the Group transferred its interest in its
Arckaringa Coal Project tenements to a 100% owned entity called
Arckaringa Coal Chemical Joint Venture Company Pty Limited ("Joint
venture company"), which followed the signing of the reviseded
joint venture agreement in November 2015 with Sino-Aus and Wintask
("the joint venture partners") to develop the Arckaringa coal
project, pending receipt of the Petroleum Exploration License from
the South Australian Government.
Also during the year under review, the joint venture company
received the initial cash contributions from the joint venture
partners but had not yet issued shares to the joint venture
partners and at the year-end Altona continued to own 100% of the
shares in the joint venture Company. As a result of this it was not
considered that the joint venture has been formed as the required
conditions had not been met. Therefore, the joint arrangement has
been accounted for as a joint operation at the year end and the
Group has accordingly not de-recognised the intangible assets held
whilst at the same time it has not recognised its share of the cash
contributions by the other parties.
2. Impairment of intangibles
In order for work to commence on the Arckaringa Project (the
Group' key asset) a Petroleum Exploration Licence is required. The
Group has not received any indication that they will not be
successful in its application and develop this project. As such,
the intangible assets capitalised in respect of this asset continue
to be recognised in full and the Directors do not believe that an
impairment charge is required.
2. FINANCIAL INSTRUMENTS - RISK MANAGEMENT
The financial instruments Other financial
were categorised as follows: liabilities
Loans and at amortised
receivables cost Total
Group 30 June 2016 GBP'000 GBP'000 GBP'000
Assets as per statement of
financial position
Trade and other receivables 2 - 2
Cash and cash equivalents 362 - 362
-------------- ----------------- ---------
364 - 364
-------------- ----------------- ---------
Liabilities as per statement
of financial position
Trade and other payables - 68 68
-------------- ----------------- ---------
- 68 68
-------------- ----------------- ---------
Group 30 June 2015 Other financial
liabilities
Loans and at amortised
receivables cost Total
Assets as per statement of GBP'000 GBP'000 GBP'000
financial position
Trade and other receivables 45 - 45
Cash and cash equivalents 543 - 543
-------------- ----------------- ---------
588 - 588
-------------- ----------------- ---------
Liabilities as per statement
of financial position
Other financial liabilities
- non-current - 790 790
Trade and other payables - 108 108
-------------- ----------------- ---------
- 898 898
-------------- ----------------- ---------
Other financial
liabilities
Company 30 June 2016 Loans and at amortised
receivables cost Total
Assets as per statement of GBP'000 GBP'000 GBP'000
financial position
Trade and other receivables 2 - 2
Cash and cash equivalents 357 - 357
-------------- ----------------- ---------
359 - 359
-------------- ----------------- ---------
Liabilities as per statement
of financial position
Trade and other payables - 55 55
-------------- ----------------- ---------
- 55 55
-------------- ----------------- ---------
Other financial
liabilities
Company 30 June 2015 Loans and at amortised
receivables cost Total
Assets as per statement of GBP'000 GBP'000 GBP'000
financial position
Trade and other receivables - - -
Cash and cash equivalents 509 - 509
-------------- ----------------- ---------
509 - 509
-------------- ----------------- ---------
Liabilities as per statement
of financial position
Provisions - 790 790
Trade and other payables - 13 13
-------------- ----------------- ---------
- 803 803
-------------- ----------------- ---------
The Group's financial instruments comprise cash and sundry
receivables and payables that arise directly from its
operations.
The main risks arising from the Group's financial instruments
are credit risk, liquidity risk and currency risk. The Directors
review and agree policies for managing these risks and these are
summarised below. There have been no substantial changes to the
Group's exposure to financial instrument risks, its objectives,
policies and processes for managing those risks or the methods used
to measure them from previous periods unless otherwise stated in
this note.
There is no significant difference between the carrying value
and fair value of receivables, cash and cash equivalents and
payables.
Credit Risk
Credit risk refers to the risk that a counter party will default
on its contractual obligations resulting in financial loss to the
Group. The Group has adopted a policy of only dealing with
creditworthy counterparties, as assessed by the Directors using
relevant available information.
Credit risk also arises on cash and cash equivalents and
deposits with banks and financial institutions. The Group's cash
deposits are only held in banks and financial institutions which
are independently rated with a minimum credit agency rating of
A.
There were no bad debts recognised during the year and there is
no such provision required at the reporting date.
Liquidity risk
Liquidity risk arises from the Group's management of working
capital. It is the risk that the Group will encounter difficulty in
meeting its financial obligations as they fall due. Short term
payables are classified as those payables that are due within 30
days. The Group's policy is to ensure that it will always have
sufficient cash to allow it to meet its liabilities when they
become due. To achieve this aim, it seeks to maintain liquid cash
balances (or agreed facilities) to meet expected requirements for a
period of at least 45 days.
Currency risk
The functional currencies of the companies in the Group are
Pounds Sterling and Australian Dollars. The Group does not hedge
against the effects of movements in exchange rates. These risks are
monitored by the Board on a regular basis.
The following table discloses the year end rates applied by the
Group for the purposes of producing the financial statements:
Australian
Foreign currency units to GBP1.00 Dollar
GBP
-------------------------------------- ------------
At 30 June 2016 1.79
--------------------------------------- ------------
At 30 June 2015 2.05
--------------------------------------- ------------
The carrying amounts of the Group's foreign currency denominated
monetary assets and monetary liabilities at the reporting date are
as follows:
Liabilities Assets
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Australian Dollar 14 95 8 46
========== ========== ========== ==========
The impact of a 20% (2015: 20%) fluctuation in the value of the
Australia Dollar would result in net translation gains or losses of
GBP1,200 (2015: GBP9,800) movement in profit or loss and net assets
of the Group.
The only monetary asset the Company has is the intercompany
loan. The carrying amounts of the Company's foreign currency
denominated monetary assets and monetary liabilities at the
reporting date are as follows:
Assets
2016 2015
GBP'000 GBP'000
Australian Dollar 11,144 9,826
========== ==========
A 20% (2015: 20%) fluctuation in the value of the Australian
Dollar would result in a net translation gain or loss of
GBP2,229,000 (2015: GBP1,638,000).
Interest rate risk
The Group and Company finance operations through the issue of
equity share capital.
The Group and Company manages the interest rate risk associated
with the Group and Company cash assets by ensuring that interest
rates are as favourable as possible, whether this is through
investment in floating or fixed interest rate deposits, whilst
managing the access the Group and Company requires to the funds for
working capital purposes.
The interest rate profile of the Group's cash and cash
equivalents was as follows:
Pound Australian Total
Sterling Dollar
GBP'000 GBP'000 GBP'000
30 June 2016
Cash at bank floating
interest rate 357 5 362
=========== ============ ==========
Pound Australian Total
Sterling Dollar
GBP'000 GBP'000 GBP'000
30 June 2015
Cash at bank floating
interest rate 509 34 543
=========== ============ ==========
At the reporting date, cash at bank floating interest rate is
accruing weighted average interest of 0.05% (2015: 0.05%) As
required by IFRS 7, the Group has estimated the interest rate
sensitivity on year end balances and determined that a two
percentage point increase or decrease in the interest rate earned
on floating rate deposits would have caused a corresponding
increase or decrease in net income in the amount of GBP7,000 (2015:
GBP27,000).
Capital Management
The Group considers its capital to comprise its ordinary share
capital, share premium and accumulated retained losses as well as
the reserves (consisting of the foreign currency translation
reserve and merger reserve).
The Group's objective when maintaining capital is to safeguard
the entity's ability to continue as a going concern, so that it can
provide returns for shareholders and benefits for other
stakeholders.
The Company meets its capital needs by equity financing. The
Group sets the amount of capital it requires to fund the Group's
project evaluation costs and administration expenses. The Group
manages its capital structure and makes adjustments to it in the
light of changes in economic conditions and the risk
characteristics of the underlying assets.
The Company and Group do not have any derivative instruments or
hedging instruments. It has been determined that a sensitivity
analysis will not be representative of the Company's and Group's
position in relation to market risk and therefore, such an analysis
has not been undertaken.
Fair values
The fair values of the Group and Company's financial instruments
approximates to their carrying value.
3. REVENUE AND SEGMENTAL INFORMATION
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision--maker.
The chief operating decision--maker, who is responsible for
allocating resources and assessing performance of the operating
segment and that make strategic decisions, has been identified as
the Board of Directors. The Group had no revenue during the
period.
During the year ended 30 June 2016 the Group operated in one
segment, being the evaluation of the Arckaringa coal to chemicals
project in South Australia. The Parent Company serves as an
administrative head office and is based in the United Kingdom.
During the year ended 30 June 2016 the Group's operations spanned
three countries, Australia, China and the United Kingdom. Included
within the results of the administrative and corporate operations
are the results of the Chinese branch. The activity of the Chinese
branch did not breach the 10% level required to be separately
analysed. As at 30 June 2016 the Chinese branch had closed.
Segment result Segment result
2016 2015
GBP'000 GBP'000
Continuing operations
Coal and Coal to chemicals
project (Australia) (109) (160)
Administration and Corporate (United
Kingdom) 178 (2,245)
---------- ----------
69 (1,313)
Finance income 1 1
Profit/(Loss) before tax 70 (1,312)
Income tax credit 12 -
---------- ----------
Profit/(Loss) after tax 82 (1,312)
---------- ----------
The current and prior year share based payment charges are
included within the UK and China segment result.
Segment assets and liabilities
Non-Current Assets Non-Current
Liabilities
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Coal and Coal to chemicals
project (Australia) 11,224 9,741 - -
Administration and Corporate - - - -
(United Kingdom)
---------- ---------- ---------- ----------
Total of all segments 11,224 9,741 - -
---------- ---------- ---------- ----------
Total Assets Total Liabilities
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Coal and Coal to chemicals
project (Australia) 11,229 9,839 13 13
Administration and Corporate
(United Kingdom) 374 567 55 885
---------- ---------- ---------- ----------
Total of all segments 11,603 10,406 68 898
---------- ---------- ---------- ----------
Other segment information
Depreciation Capital expenditure
and amortisation
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Continuing operations
Coal and Coal to chemicals
project (Australia) - - - 35
Administration and Corporate - - - -
(United Kingdom)
----------- ----------- ------------ ----------
- - - 35
----------- ----------- -------------------------------------------- ----------
4. FINANCE INCOME
Group
2016 2015
GBP'000 GBP'000
Bank interest receivable 1 1
========== ==========
5. PROFIT/LOSS FROM OPERATIONS
Group
2016 2015
GBP'000 GBP'000
This has been arrived at after charging/(crediting):
Fees payable to the Company's auditor
for the audit of the consolidated
financial statements 16 16
Fees payable to the Company's auditor
for other services:
Audit of subsidiaries 4 4
Share based payments - Staff and Directors 18 (85)
Share based payments - Consultants - (2)
Staff (credit)/costs(1) (367) 653
Operating lease charges - land and
buildings - 111
(1) Included in Staff costs is a credit for the reversal of the
PAYE and national insurance provision . Further details on this
provision are included in note 14.
6. STAFF COSTS (INCLUDING DIRECTORS)
Group Company
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Salaries and fees 412 637 412 637
Release provision for PAYE/NIC (790) - (790) -
National insurance 11 16 11 16
Total staff costs (367) 653 367 653
---------- ---------- ---------- ----------
The Group averaged 7 employees during the year ended 30 June
2016 (2015:7 employees). The Company averaged 7 employees during
the year (2015: 7 employees). Directors have been assessed as the
only key management of the Group.
Total
Short Share
term based National
benefits payments insurance 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------- ----------- ------------ --------- ---------
Former Directors:
Michael Zheng(1) - - - - 132
Christopher Lambert
(2) - - - - 51
Current Directors:
Qinfu Zhang (5) 180 7 - 187 128
Phillip Sutherland
(5) 60 3 - 63 67
Nicholas Lyth (3) 30 7 3 40 2
Chi Ma (4) 8 - - 8 -
----------- ----------- ------------ --------- ---------
Total Key Management
2016 278 17 3 267 -
----------- ----------- ------------ --------- ---------
Total Key Management
2015 467 (87) - - 380
----------- ----------- ------------ --------- ---------
(1) Michael Zheng resigned as a Director on 17 April 2015;
accordingly his share options were cancelled
(2) Christopher Lambert resigned as a Director 14 October 2014;
accordingly his share options were cancelled
(3) Nick Lyth was appointed as a Director on 15 June 2015
(4) Chi Ma was appointed as a Director on 24 March 2016
(5) Options granted in 2014 to Phil Sutherland and Qinfu Zhang
were cancelled in the year resulting in a share based payment
credit in the current year in respect of those cancelled options of
GBP11,230 and GBP16,429 respectively.
The total amount payable to the highest paid director in respect
of emoluments was GBP180,000 (2015: GBP132,000). No Directors
exercised any share options during the year. The pension expense
relates to compulsory superannuation in Australia.
7. PROFIT FOR THE FINANCIAL YEAR
The Company has taken advantage of Section 408 of the Companies
Act 2006 and has not included its own statement of comprehensive
income in these financial statements. The Company's profit for the
year was GBP1,738,000 (2015: loss of GBP2,590,000).
8. EARNINGS PER SHARE
The profit for the year attributed to shareholders is GBP38,000
(2015: loss of GBP1,312,000).
This is divided by the weighted average number of Ordinary
shares outstanding calculated to be 835.1 million (2015: 792.0
million) to give a basic earnings per share of 0.005 pence (2015:
basic loss per share of 0.17 pence).
In the current YEAR there were no potentially dilutive ordinary
shares at the year end because the share price at year end was
below the strike price of the potentially dilutive options and
warrants. The potential future share issues that may dilute the
profit/(loss) per share relate to options in issue disclosed at
note 16.
In the prior year the inclusion of the potential ordinary shares
would result in a decrease in the loss per share, which would be
anti-dilutive and, as such, the effect of the dilution has not been
applied in the calculation.
9. TAX
Group
2016 2015
GBP'000 GBP'000
Current taxation
Tax credit 12 -
Deferred taxation - -
---------- ----------
Total tax credit 12 -
========== ==========
Factors affecting the tax charge
for the year
Profit/(loss) on ordinary
activities before tax 38 (1,312)
---------- ----------
Loss on ordinary activities
at the Group standard
rate of 22.40% (2015:
21.22%) 9 (278)
Effects of:
Non-deductible expenses (5) (23)
Difference in overseas
tax rates (8) (14)
Tax concession (research 12 -
& development)
Tax losses (utilised)/
carried forward 4 315
---------- ----------
Total tax credit for the 12 -
year
========== ==========
Unprovided deferred tax
asset:
Group tax losses carried forward of
GBP18,868,000 (2015: GBP18,895,000)
multiplied by the standard rate of
corporation tax 20% (2015: 20%) when
it is probable that a taxable profit
will be available in the foreseeable
future, but in view of the uncertainty
as to future profits, no deferred tax
asset has been recognised as at 30
June 2016 (30 June 2015: nil). 3,773 3,779
========= =========
Changes in tax rates and factors affecting the future tax
charge
The Finance Act 2016 includes legislation reducing the main rate
of corporation tax from 21% to 20% from 1 April 2016.
10. INTANGIBLE ASSETS
Group
2016 2015
GBP'000 GBP'000
Exploration and evaluation
Cost
At beginning of year 9,739 11,040
Additions - 35
Currency translation adjustment 1,482 (1,336)
---------- ----------
Carrying value at 30 June 11,221 9,739
========== ==========
During the year the Group transferred its interest in its
Arckaringa Coal Project tenements to a 100% owned entity called
Arckaringa Coal Chemical Joint Venture Company Pty Limited ("Joint
venture company"), which followed the signing of the modified joint
venture agreement in November 2015 with Sino-Aus and Wintask ("the
joint venture partners") to develop the Arckaringa Coal
Project.
During the year under review, the joint venture company received
the initial cash contributions from the joint venture partners but
had not yet issued shares to the joint venture partners.
Accordingly at the year-end Altona continued to own 100% of the
shares in the joint venture Company. Accordingly because the shares
had not yet been issued to partners as at 30 June 2016, management
consider that the appropriate accounting is to treat the joint
arrangement as a joint operation.
Potential impairment
Intangible assets relate solely to the Arckaringa coal project.
Before work can commence at this project a Petroleum Exploration
Licence must be obtained. In the event that this is unsuccessful,
there may be an indication of impairment of capitalised expenditure
which could significantly reduce the carrying amount of this
asset.
11. INVESTMENTS IN SUBSIDIARIES
Company
2016 2015
GBP'000 GBP'000
Cost
Investments in subsidiaries - opening
and closing balance 1,432 1,432
========== ==========
Subsidiaries of Country Holding Nature of Business
Altona Energy of Registration
Plc
2016 2015
% %
Direct
Altona Australia Dormant holding
Pty Ltd Australia 100 100 Company
Indirect
Prior year evaluation
Arckaringa Energy of the Arckaringa
Pty Ltd Australia 100 100 Project
Arckaringa Coal Current year
Chemical Joint evaluation of
Venture Co Pty the Arckaringa
Ltd Australia 100 100 Project
12. TRADE AND OTHER RECEIVABLES
Group Company
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Current
Tax credit receivable - 63 - -
Taxes & Social security
receivable 7 12 7 11
Prepayments and other
receivables (i) 10 47 9 47
---------- ------------ ---------- ----------
17 122 16 58
========== ============ ========== ==========
Non-current
Loans due from Group
companies (ii) - - 10,712 9,091
Tenement bond 3 2 - -
--- --- -------- -------
3 2 10,712 9,091
=== === ======== =======
(i) Other receivables are non-interest bearing and generally
repayable between 30-60 days. Included within other receivables is
an amount for rent deposit which is refundable upon expiry of the
lease.
(ii) The loans to wholly owned subsidiaries are non-interest
bearing and are repayable on demand, however payment is not
anticipated to be within one year.
The other receivables remain within their contractual maturity
at 30 June 2016 (30 June 2015).
13. TRADE AND OTHER PAYABLES
Group Company
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Trade payables 37 78 31 70
Accruals and other payables 31 30 24 24
68 108 55 94
========== ========== ========== ==========
Trade and other payables are non-interest bearing and are
normally settled on terms of 30 days from month end. The trade and
other payables remain within their contractual maturity at 30 June
2016 and 30 June 2015.
14. PROVISIONS
Group Company
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Current provision
Taxes & Social Security - 790 - 790
----------- ---------- ---------- ----------
Following the cancellation of the enquiries with HMRC in respect
of potentially underpaid tax the provision was released during the
period.
15. SHARE CAPITAL
Group Company
Allotted, called up 2016 2015 2016 2015
and fully paid GBP'000 GBP'000 GBP'000 GBP'000
891,956,853 ordinary
shares of 0.1p each
(2015: 791,956,853) 892 792 892 792
========== ========== ========== ==========
During the year the Company issued the following Ordinary 0.1
pence fully paid shares:
Date Issue Price Number Nominal Share
of Value premium
Shares GBP'000 GBP'000
1 July 2014
and 2015 Closing balance 791,956,853 792 17,778
24 January Placing shares
2016 at 0.5p per share 100,000,000 100 400
30 June 2016 Closing balance 891,956,853 892 18,178
============= ========== ==========
16. SHARE-BASED PAYMENTS
The Company periodically grants share options to employees,
consultants and Directors, as approved by the Board. At 30 June
2016 and 30 June 2015, the following share options were outstanding
in respect of the ordinary shares:
Year ended 30 June 2016
Grant Expiry Number Issued Forfeited Exercised Number Exercise
Date Date of Options in Year / Expired in Year of Options Price
Outstanding / Cancelled Outstanding per Option
at beginning at end
of the of the
year year
28.01.13 28.01.18 4,515,000 - - - 4,515,000 1.50p(1)
08.04.13 08.04.16 4,500,000 - (4,500,000) - - 1.56p(1)
28.03.14 28.03.19 5,750,000 - (5,750,000) - - 1.50p(2)
28.03.14 28.03.19 5,750,000 - (5,750,000) - - 3.00p(2)
01.04.16 01.04.21 - 6,500,000 - - 6,500,000 1.50p(3)
01.04.16 01.04.21 - 6,500,000 - - 6,500,000 1.50p(3)
20,515,000 13,000,0000 (16,000,000) - 17,515,000
--------------- ------------- -------------- ----------- -------------- -------------
Year ended 30 June 2015
Grant Expiry Number Issued Forfeited Exercised Number Exercise
Date Date of Options in Year / Expired in Year of Options Price
Outstanding / Cancelled Outstanding per Option
at beginning at end
of the of the
year year
30.03.10 29.03.15 1,300,000 - (1,300,000) - - 10.00p(1)
28.01.13 28.01.18 4,515,000 - - - 4,515,000 1.50p(1)
08.04.13 08.04.16 4,500,000 - - - 4,500,000 1.56p(1)
28.03.14 28.03.19 27,000,000 - (21,250,000) - 5,750,000 1.50p(2)
28.03.14 28.03.19 27,000,000 - (21,250,000) - 5,750,000 3.00p(2)
64,315,000 - (43,800,000) - 20,515,000
--------------- ---------- -------------- ----------- -------------- -------------
(1) - no vesting conditions or are fully vested at year end.
(2) - these options were subject to certain vesting conditions
but were cancelled in the current year.
(3) - The first 6,500,000 options vest on the first anniversary
after the date of grant and the second 6,500,000 vests on the
second anniversary of the date of grant.
The weighted average contractual life of share options
outstanding at the end of the period was 3.9 years (2015: 3.5
years).
The highest and lowest market price of the Company's shares
during the year was 0.275p and 1.3p respectively (2015: 1.225p and
0.39p). The share price at year end was 0.75p (2015: 0.5p).
17. COMMITMENTS
As at 30 June 2016, the Group had the following material
exploration commitments:
The Group has three exploration tenements in South Australia.
The exploration commitments relating to EL 4512 Wintinna, to EL
4511 Westfield and to EL 4513 Murloocoppie were transferred to the
joint venture company. Under its recently signed joint venture
agreement the Group expects that the exploration commitments of the
licences will continue to be met by the joint venture company in
the coming financial year. The total commitment under the existing
licences is AU$2,760,000.
18. RELATED PARTY TRANSACTIONS
The key management personnel are considered to be the Directors.
Details of their remuneration are included in Note 6 to the
financial statements.
19. CONTROLLING PARTY
The directors consider that there is no controlling party.
20. POST REPORTING DATE EVENTS
On 28 July 2016 the Company announced that the Joint Venture
Partners have agreed not to proceed with the second subscription by
Sino-Aus for 100 million ordinary shares of Altona at the
subscription price of 0.75 pence per share (to raise GBP750,000).
Furthermore it was agreed among the Joint Venture Partners to
return to Sino-Aus its first tranche payment of AUD$5.4 million
(less what has been already spent on the project). Sino-Aus will
deposit the funds into short-term investment instruments, allowing
it to generate a return.
On 6 September 2016 the Company entered into a deed of variation
to the Joint Venture Agreement; the main amendments are detailed
below.
Sino-Aus Second Tranche Subscription for Altona Shares
The JV Partners agreed that the second tranche subscription for
Altona shares by Sino-Aus provides for Sino-Aus is to subscribe in
cash 180 days from the Effective Date (as defined below) for 100
million Altona Shares:
(i) at the average market price per share during a specified
period preceding the Effective Date; or
(ii) such other subscription price (if any) as shall have been
agreed in writing between Sino-Aus and Altona.
Returned Funds
The AUD$5 million temporarily returned to Sino-Aus by the JV
Company in July 2016 will be repaid to the JV Company within 90
days of the Effective Date. The Effective Date is the earliest date
on which the following conditions precedent are satisfied:
(i) The continuance in force and effect of all necessary
Australian Government consents which have been granted or issued
prior to the date of the Deed of Variation and which relate to any
of the transactions contemplated by the JV Agreement or the
Arckaringa Project.
(ii) The acquisition by the JV Company by whatever means of a
PEL applicable to the Licensed Area or such part or parts of it as
the JV Company may accept.
(iii) Receipt by the parties of written confirmation from
WSP-Parson Brinkerhoff that the JV Company has the necessary
permits, including a PEL, to permit it to exploit coal deposits
using UCG technology.
(iv) The grant or issue of any additional Australian
Governmental consents which may be necessary to implement the
Arckaringa Project.
Further Contributions to the JV Company
Subject to satisfaction of the conditions precedent, the Second
Contribution by Sino-Aus (AUD $5.4 million, or such lesser figure
as the Board of the JV Company may determine subject to a minimum
of AUD $4.86 million) and the Second Contribution by Wintask (AUD
$600,000), into the JV Company, will take place 180 days from the
Effective Date or such earlier date as the Board of the JV Company
may determine. The Third and Fourth Contributions by Sino-Aus and
Wintask are payable in accordance with the current JV
Agreement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR TBBBTMBAMTLF
(END) Dow Jones Newswires
December 02, 2016 02:01 ET (07:01 GMT)
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