TIDMTYM
RNS Number : 5754Z
Tertiary Minerals PLC
12 December 2014
Tertiary Minerals PLC ("Tertiary" or "the Group" or
"Company")
12 December 2014
Audited Results for the year to 30 September 2014
Tertiary Minerals plc, the AIM traded company building a
significant strategic position in the fluorspar sector is pleased
to announce audited results for the year ended 30 September
2014.
Highlights
-- Exploitation (Mine) Permit application submitted for the
Storuman Fluorspar Project in Sweden.
-- Work continuing on Storuman Preliminary Feasibility Study.
-- Large maiden JORC compliant Mineral Resource Estimate for the
MB Project in Nevada, USA: Indicated 8.9 million tonnes grading
10.3% fluorspar (CaF(2) ) and Inferred 29.5 million tonnes grading
10.4% fluorspar (CaF(2) ) at 8% CaF(2) cut-off.
-- Third drill programme completed at MB Project, key
objectives: Increase the size of the Inferred Mineral Resource and
target potential higher grade fluorspar.
Commenting today, Executive Chairman, Patrick Cheetham said:
"The Company's strategic plan is on track. I am pleased to be
reporting key milestones on our two principal projects in Europe
and North America and I look forward to reporting the results of
our recent drill programme in Nevada."
Enquiries
Tertiary Minerals plc
Patrick Cheetham, Executive
Chairman
Richard Clemmey, Managing Director +44 (0)845 868 4580
SP Angel Corporate Finance LLP
Nominated Adviser & Joint Broker
Ewan Leggat
Katy Birkin +44 (0) 20 3470 0470
Beaufort Securities Ltd
Joint Broker
Saif Janjua +44 (0)20 7382 8300
Yellow Jersey PR Limited
Dominic Barretto
Kelsey Traynor +44 (0)7768 537 739
Strategic Report
Group Overview
Principal Activities
The principal activity of the Company is that of a holding
company for its subsidiaries. The principal activity of the Group
is the identification, acquisition, exploration and development of
mineral projects with primary focus on fluorspar, the main raw
material source of fluorine for the chemical, steel and aluminium
industries.
The head office is in Macclesfield in the United Kingdom with
core operating locations in Storuman in Sweden, Lassedalen in
Norway and MB Project in Nevada, USA.
The Group's operations in Sweden are undertaken through its
registered branch Svensk filial till Tertiary Gold Limited and in
Norway through a UK subsidiary, Tertiary Gold Ltd. In the USA the
Company operates through a subsidiary, Tertiary Minerals US
Inc.
Company's Aims
-- Become a reliable long-term and competitive supplier of high
quality fluorspar to world markets.
-- Add value to the Group's mineral projects.
-- Discovery and development of mineral resources.
Company's Strategy
-- Acquire and develop large fluorspar deposits located close to
established infrastructure and key markets in stable, democratic
and mining friendly jurisdictions.
The Company targets large fluorspar deposits as this is a
critical factor in offering end users long term security of supply
and provides a platform for future expansion.
A critical component to the success of any industrial mineral
project is proximity to established infrastructure and key markets.
Industrial mineral projects cannot accommodate large infrastructure
development costs and product transportation costs, particularly
during periods of depressed commodity prices. This has been a key
driver of the Company's project selection process.
Mineral development is a high-risk business with long lead times
between exploration and production and as a result Tertiary seeks
projects in stable, democratic and mining friendly jurisdictions.
This helps satisfy end user's aim that their fluorspar raw
materials are ethically sourced with minimum long term supply
risk.
Company's Business Model
-- Successful, efficient and low costs explorer.
The Group prefers to acquire 100% ownership of mineral assets at
minimal expense. This usually involves applying for exploration
licences from the relevant authority, as was the case for the
Storuman and Lassedalen projects. In other cases, rights are
negotiated with existing project owners for initially low periodic
payments that rise over time as confidence in the project value
increases and this was the case for the MB project.
The Group seeks to operate with a low cost base in order to
maximise the funds that can be spent on exploration and development
- value adding activities. The Company has 6 full time employees
including the two executive directors (Managing Director and
Chairman) who work with and oversee carefully selected and
experienced consultants and contractors. The Board of Directors
comprises two independent non-executive directors, the Managing
Director and the Executive Chairman.
The administration costs are reduced through an arrangement
governed by a Management Services Agreement with Sunrise Resources,
whereby Sunrise Resources shares Tertiary's office costs. As at the
date of this announcement, Tertiary is a substantial shareholder
(as defined under the AIM Rules) of Sunrise Resources plc, holding
10.41%.
The Company's activities are financed through periodic capital
raisings, through private share placements and other innovative
equity based financial instruments. As projects become more
advanced the Board will seek to secure additional funding from
potential end users. This kind of arrangement can take many forms,
for example through off-take agreements or through joint venture
partnerships.
Chairman's Statement
I have great pleasure in presenting the Company's Annual Report
& Financial Statements for the year ended 30 September
2014.
In last year's Annual Report we set out in detail our
established strategy to acquire and develop large deposits of
fluorspar close to markets and in democratic and mining friendly
jurisdictions with the objective of becoming a reliable, long-term
and competitive supplier of fluorspar.
In our Strategic Report for 2014 we have reviewed our progress
against the Strategic Plan and we are reporting key milestones on
our two principal projects which are strategically located in the
main centres of western world fluorspar consumption, Europe and
North America.
At the Storuman project in Sweden our years of exploration and
environmental baseline monitoring led to the submission of an
Exploitation (Mine) Permit application in July. The grant of this
permit is expected to take 12-18 months during which time our
preliminary feasibility studies will continue. When granted, the
Exploitation Permit will secure our rights to the deposit for 25
years and clear the way for environmental permitting.
In Nevada, USA, the receipt of very positive results from our
inaugural two-phase drill programme allowed us to announce a maiden
Mineral Resource of some 38 million tonnes of open-pit mineable
material grading 10% fluorspar, substantially exceeding our initial
target. As mineralisation is still open along strike in most
directions, as well as at depth in many holes, we carried out a
third phase of drilling this autumn. Our objective for Phase 3 is
to expand the Mineral Resource to the north and northwest of the
existing Mineral Resource. Results are eagerly awaited but first
indications from a deep step out hole over 700m from the resource
boundary are of multiple thick intersections of fluorspar
mineralisation in a 300m thick section reinforcing my belief that
we are just now starting to see the world class scope of this
remarkable deposit. Our direct fluorspar discovery costs at the MB
project are just 0.17p per tonne of fluorspar underlining our
credentials as a low cost explorer.
Frustratingly, however, the equity market has not recognised the
value to the Company of these results. This is true of so many
exploration and development companies at present but ours is a
cyclical industry and we believe that the progress we have made
will position the Company at the forefront of the next recovery.
This consistent progress is also important in building credibility
and support for our ambitions amongst the international chemical
producers which will eventually become our customers and we
continue to establish ourselves as an active participant in this
important community.
Because of difficult market conditions and to minimise
shareholder dilution, we have carried out only a modest fundraising
in 2014 but we did realise a profit on the closing out of our 2013
equity swap arrangement earlier this financial year.
I would like to thank all of my co-directors for their counsel
in 2014 and all of the staff at Tertiary, ably led by our Managing
Director Richard Clemmey, for their loyalty and hard work.
I look forward to meeting shareholders again at the Annual
General Meeting which is to be held on Thursday 5(th) February
2015.
Patrick Cheetham
Executive Chairman
11 December 2014
Financial Review & Performance
The Group is currently in the earlier stages of the typical
mining development cycle and so has no income other than cost
recovery from the management contract with a third party explorer
and a small amount of bank interest. Consequently the Group is not
expected to report profits until it disposes of, or is able to
profitably develop or otherwise turn to account its exploration and
development projects.
The Group reports a loss of GBP358,807 for the year (2013:
GBP451,160) after administration costs of GBP423,459 (2013:
GBP437,857) and after crediting interest of GBP4,412 (2013:
GBP5,668). The loss includes expensed pre-licence and
reconnaissance exploration costs of GBP9,214 (2013: GBP32,131), and
impairment of deferred exploration costs of GBP3,254 (2013:
GBP7,140). Administration costs include GBP71,448 (2013: GBP88,506)
as non-cash costs for the value of certain options and warrants
held by employees and others as required by IFRS 2.
The financial statements show that, at 30 September 2014, the
Group had net current assets of GBP887,072 (2013: GBP1,298,847).
This represents the cash position after allowing for receivables
and trade and other payables. These amounts are shown in the
Consolidated and Company Statement of Financial Position and are
also components of the Net Assets of the Group. Net assets also
include various "intangible" assets of the Company. As the name
suggests, these intangible assets are not cash assets but include
some of this year's and previous years' accrued expenditure on
minerals projects where that expenditure meets the criteria in Note
1(d) accounting policies. The individual intangible assets total
GBP3,051,724 (2013: GBP2,420,947) and breakdown by project is shown
in Note 2 to the Financial Statements.
Expenditure which does not meet the criteria in Note 1(d), such
as pre-licence and reconnaissance costs are expensed and add to the
Company's loss. The loss reported in any year can also include
expenditure that was carried forward in previous reporting periods
as an intangible asset but which the Board determines is "impaired"
in the reporting period.
The extent to which expenditure is carried forward as intangible
assets is a measure of the extent to which the value of Company's
expenditure is preserved. In the current reporting period an amount
of GBP3,254 was impaired for the Rosendal Tantalum project.
The intangible asset value of a project does not equate to the
realisable or market value of a particular project which will, in
the Directors' opinion, be at least equal in value and often
considerably higher. Hence the Company's market capitalisation on
AIM is usually in excess of the net asset value of the Group.
Details of intangible assets, property, plant & equipment
and investments are set out in Notes 8, 9 and 10 of the financial
statements.
Administration and overhead costs have been shared with Sunrise
Resources plc, to the benefit of both companies. This cost sharing
is continuing.
The Financial Statements of a mineral exploration company can
provide a moment in time snapshot of the financial health of the
Company but do not provide a reliable guide to the performance of
the Company or its Board and its long-term potential to create
value.
The usual financial key performance indicators ("KPIs") are
neither applicable nor appropriate to measurement of the value
creation of a company with no turnover and so the Directors
consider that the detailed information in the Operating Review is
the best guide to the Group's progress and performance during the
year.
Fundraising
Since 2008, when the Company acquired its first fluorspar
project at Storuman, the Company has raised just GBP4,971,271 in
equity and your Board is therefore proud of the progress it has
made since that date, on limited financial resources in a period of
considerable financial turmoil.
During the 2014 financial year the Company raised a total of
GBP737,938 net of expenses from a variety of sources as shown in
Note 14 of the Financial Statements.
Operating Review & Performance
The Company's fluorspar projects sit at various stages within
the typical mining development cycle. The Company is pleased to
report that it is on track with the development of its 100% owned
fluorspar projects towards the aim of becoming a reliable long-term
and competitive supplier of high quality fluorspar to world
markets.
In 2014 the Company has more than doubled its fluorspar Mineral
Resource asset base as defined and categorised under the JORC Code
2012*.
*The Australasian Code for the Reporting of Exploration Results,
Mineral Resources and Ore Reserves prepared by the Joint Ores
Reserves Committee (JORC) of the Australasian Institute of Mining
and Metallurgy, Australian Institute of Geoscientists and the
Minerals Council of Australia.
Fluorspar Projects
Storuman Fluorspar Project, Sweden
2014 Highlights
-- Exploitation (Mine) Permit application submitted.
-- Preliminary Feasibility Study metallurgical testwork - close to completion.
The Company's 100% owned Storuman project is located in north
central Sweden and is linked by the E12 highway to the port city of
Mo-i-Rana in Norway and by road and rail to the port of Umeå on the
Gulf of Bothnia. A newly constructed bulk rail terminal 25km from
the project site is likely to become an important factor in the
cost effective delivery of fluorspar to the key European fluorspar
market.
Exploitation (Mine) Permit Application
The Company passed an important milestone in July 2014 by
submitting its Exploitation (Mine) Permit application to the
Swedish Mining Inspectorate. In order to submit an Exploitation
(Mine) Permit application the Company had to complete the following
key work programmes for the project:
-- Drilling.
-- Metallurgical Testwork.
-- Scoping Study.
-- JORC compliant Mineral Resource Estimate.
-- Key stakeholder engagement and consultation.
-- Two years baseline environmental studies.
The resultant technical, economic, social and environmental
information has been used by the Company and its Swedish based
consultants and advisors to prepare the technical description,
environmental impact assessment and legal documents required for
the application.
The estimated timeline for Exploitation (Mine) Permit approval
in Sweden can be highly variable but the typical timeline is
currently between twelve and eighteen months. The process requires
that the Company waits for the approval of the Exploitation (Mine)
Permit prior to preparing and submitting the Environmental Permit
Application.
In an effort to eliminate delays in processing the Exploitation
(Mine) Permit the Company has prepared a very thorough application
with certain elements exceeding what is legally and normally
required by the Swedish Mining Inspectorate. Whilst every effort
has been made, the schedule for processing and approving
Exploitation and Environmental Permits is not within the Company's
control and this will ultimately govern the timeframe for the
development of the mine.
Preliminary Feasibility Study
Preliminary Feasibility Study level metallurgical testwork has
been ongoing and has been subject to a series of delays due to the
different mineralogy of the two ore zones and unforeseen delays at
the testwork laboratory. The initial results from the testwork of
the Upper Ore Zone indicate that acid grade fluorspar concentrate
can be produced with recoveries of more than 80%, meeting the key
chemical specifications as follows:
-- CaF(2) >97%
-- SiO(2) <1%
The testwork has produced fluorspar concentrate with a coarser
size distribution than that produced in the Scoping Study
metallurgical testwork however this is somewhat finer than the
'typical' market specification of acid grade fluorspar. The results
from the testwork of the Lower Ore Horizon indicate that finer
grinding than that of the Upper Ore Zone is required in order to
produce an acid grade concentrate and recoveries lower than the
Upper Ore Zone.
The Company has contracted the services of a specialist mineral
processing consultancy to complete the final phase of Preliminary
Feasibility Study level metallurgical testwork where it will target
further optimisation of both grind size and recovery. This stage of
work is expected to be completed in the first quarter of 2015.
Once this critical task is successfully completed the Company
expects to evaluate different options for processing and mine
planning and will then execute the final elements the Preliminary
Feasibility Study including engineering design, mine design,
capital and operating cost estimation. The current target for
completing the evaluation and Preliminary Feasibility Study is the
end of 2015.
MB Fluorspar Project, Nevada USA
2014 Highlights
-- Large Maiden JORC compliant Mineral Resource Estimate.
-- Phase 3 drilling programme completed.
-- Scoping Study level metallurgical testwork - programme started.
The MB Property comprises 146 contiguous mining claims covering
an area more than 2,800 acres and is located 19km south-west of the
town of Eureka in central Nevada, USA. The state of Nevada is
widely recognised to be one of the most attractive mining
jurisdictions in the world. Eureka is located on US Highway 50 and
the main railroad is located 165km to the north of the deposit
providing bulk freight distribution to the East and West of the
USA. Together with Europe, the USA is a key fluorspar market
currently importing the majority of its fluorspar demand. Having
distribution access to the west coast provides access to Asian
markets, which may be a target market in the future.
Maiden JORC Compliant Mineral Resource Estimate
Following the two phases of drilling completed in 2013,
comprising of 26 holes and totalling 3,223 metres across three
areas of the deposit, the Company commissioned Wardell Armstrong
International Ltd (WAI) to complete a maiden JORC 2012 compliant
Mineral Resource Estimate for the MB Project. This Mineral Resource
Estimate of 38.4 million tonnes grading 10.4% fluorspar (CaF(2) )
was not only a significant milestone for the MB Project but also
for the Company as it more than doubled the Company's 100% owned
fluorspar Mineral Resources to 7.8 million tonnes of contained
fluorspar.
Phase 3 Drilling
The Company moved quickly onto planning the next phase of
drilling, Phase 3, following the completion of the maiden JORC 2012
Mineral Resource Estimate. The Phase 3 drilling programme completed
in November 2014 and comprised a further 9 holes totalling 2,516
metres using the reverse circulation (percussion) method of
drilling. The key objectives of the Phase 3 drilling programme were
to:
-- Increase the size of the Inferred Mineral Resource by
extending the drilling to the North and west of the defined Mineral
Resource;
-- Target potential higher grade fluorspar closer to the source
of mineralisation by drilling to the West of defined Mineral
Resource.
Results from the drilling programme are expected to be reported
in due course. However preliminary results from the first hole, a
deep (516 metres) step out hole drilled 700 metres to the west of
the current defined Mineral Resource, are encouraging. Observations
and results suggest multiple thick intersections between 60m from
surface to over 360m deep, of significant fluorspar mineralisation
and indicate the potential to increase the size of the current
defined large JORC 2012 compliant Mineral Resource Estimate.
Metallurgical Testwork
Composite samples from the Phase 2 drilling programme have been
submitted to an independent testing laboratory for early stage
bench scale metallurgical testwork. The target of the testwork
programme is to ascertain the potential for producing acid grade
fluorspar from the ore. Early stage results are expected by the end
of June 2015.
The Next Step
Following the receipt of the Phase 3 drilling results the
Company's objective is to contract an independent consultant to
re-model the current JORC compliant Mineral Resource Estimate
during the first half of 2015. The results from the modelling and
the metallurgical testwork will drive the next step in the project
whether that be a further phase of drilling and/or Scoping Study
completion by the end of 2015.
Lassedalen Fluorspar Project, Norway
The Lassedalen Fluorspar Project is favourably located near
Kongsberg, 80km to the south-west of Oslo in Norway. It is less
than 1km from highway E134 and approximately 50km from the nearest
Norwegian port. The Company views this resource as strategically
important alongside its Storuman project for the European market.
However, due to financial market conditions in 2013/2014 and given
the commitments on its other fluorspar projects and the absence of
expenditure obligations, further exploration at the Lassedalen
project has been deferred. The objective in the future is further
drilling aimed at increasing the size of the current JORC compliant
Mineral Resource of 4 million tonnes grading 25% fluorspar (CaF(2)
).
Non-Core Projects
Finland Gold Project
The Company's gold projects in Finland include the Kaaresselkä
and Kiekerömaa gold prospects in the Lappland Greenstone Belt. This
belt hosts a number of advanced gold projects and two operating
gold mines including the six million ounce Kittila Gold mine
operated by Canadian major, Agnico Eagle Mines.
The Kaaresselkä Exploration Licence renewal was granted in March
2013 and Kiekerömaa in April 2014 for a period of three years. The
Company is currently evaluating how to best valorise the projects
either through joint venture or sale.
Rosendal Tantalum Project
The Rosendal project contains a pegmatite hosted JORC compliant
Inferred Mineral Resource of 1 million tonnes grading 255ppm
tantalum pentoxide (Ta(2) O(5) ), open at depth. The majority of
the pegmatite comprises sodium feldspar which is used in the
manufacture of glass, glazes and in other industrial applications.
Tantalum is used mainly in electronic applications.
The Company's 2002 PFS evaluation considered production of
tantalum only using the prevailing tantalite price of US$35-40/lb
Ta(2) O(5) . It showed the project to be marginal and no further
work was carried out. Since 2002, the price for tantalite has
increased and is currently in the range $80-90/lb Ta(2) O(5) . A
Scandinavian source of tantalum could be well perceived as of value
by tantalite buyers and consumers of tantalum metal who now seek
ethically sourced, conflict-free supplies in compliance with the
requirements of the 2011 US Dodd-Frank Wall Street Reform and
Consumer Protection Act.
As with the other non-core projects the Company is currently
evaluating how to best valorise the project either through joint
venture or sale.
Ghurayyah Tantalum-Niobium-Rare-Earth Project
During 2014 preliminary feasibility studies for development of
Ghurayyah have continued to be on hold pending the issue of a new
exploration licence.
Health and Safety
The Group has maintained strict compliance with its Health and
Safety Policy and is pleased to report there has been no lost time
injury's during the course of the year.
Environment
No Group company has had or been notified of any instance of
non-compliance with environmental legislation in any of the
countries in which they work.
Fluorspar Market Summary*
Key Fluorspar Market Dynamics
-- China accounts for over half of the world fluorspar production.
-- Chinese exports have continued to decline since 2000 as internal demand has increased.
-- Potential for China to become a net importer in the future.
-- Acid-spar prices have declined since late 2012 but the long
term trend has been upwards since 2000 with long term future
outlook looking positive.
-- Western Europe, Canada and the USA are the largest acid-spar
consuming regions outside of China, importing more than 900,000
tonnes per year.
-- Fluorspar is classified as a critical raw material by the European Commission.
-- USA considers fluorspar as a strategic mineral - 100% net import reliance.
The current global demand for fluorspar is 6.0-6.5 million
tonnes per year. Acid-spar, the quality of material used as
feedstock in fluorine based chemicals, represents the largest share
of the fluorspar market by volume, with current demand being around
3.8 million tonnes per year, and commands the highest price per
tonne in comparison to metallurgical-spar, used as a flux in steel
making, and ceramic grade fluorspar. The two primary uses of
acid-spar are:
-- The manufacture of Aluminium Fluoride (AlF(3) ) which is used
as a flux in the aluminium manufacturing process.
-- The manufacture of Hydrogen Fluoride (HF) with the largest
use of the HF being the manufacturer of refrigerant gases.
The global supply and demand for fluorspar has seen steady
growth over the decade 1998 to 2008. In 2009 the global financial
crisis contributed to a contraction in acid-spar supply and demand
followed by a recovery in 2011. From the latter part of 2012 and
through 2014 demand for acid-spar has softened and this has been
reflected in the price. The China export price for acid-spar (FOB
China) is a traditional benchmark price and is currently published
as US$290-310/tonne (Industrial Minerals Magazine). The equivalent
price delivered into Europe (CIF Rotterdam) is published as
US$330-360/tonne.
The current price weakness does not impact the Company's long
term strategy as it is not yet in production and the positive
macro-economic drivers for future prices are essentially
unchanged.
China is the leading producer of acid-spar representing over 50%
of the total output. However, during the last decade there has been
a continued trend of reducing Chinese acid-spar exports. This
significant reduction in exports is due to a combination of growth
in internal demand and China's Government policies aimed at
guaranteeing domestic supply and to protect limited reserves. As
the downstream value added fluorspar consumer industry continues to
grow this could possibly result in China becoming a net importer of
fluorspar in the future.
It is the Company's view that the Chinese supply-demand dynamics
coupled with the increasing global demand outlook for the
downstream uses of fluorine such as refrigeration, energy reduction
in the steel and aluminium industry and emerging uses,
fluoropolymers in lithium batteries for example, will increase
global demand and price for fluorspar in the long term. The new
generation of environmentally friendly refrigerants,
hydrofluoroolefins (HFOs), contain an increased proportion of
fluorine than the older ozone depleting refrigerants,
hydrofluorocarbons (HFCs).
The largest acid-spar consuming regions outside of China are
Western Europe, Canada and the USA, collectively importing more
than 900,000 tonnes of acid-spar per year. The uncertainty of
Chinese acid-spar supply has resulted in increasing pressure on
these regions to secure long term sources and recent upstream
merger and acquisition integration in the industry reflects this
position.
The changing fluorspar supply-demand dynamics has been
recognised by the European Commission (EC) which in 2010 classified
fluorspar as one of the fourteen critical raw materials because of
its high risk of supply shortage and consequent impact on the
economy. The USA, which currently imports material to meet all of
its fluorspar demand, also considers fluorspar as a strategic
mineral.
*The information in this Fluorspar Market Summary is drawn from
various sources, including Industrial Minerals Magazine, United
States Geological Survey, Roskill, UN Comtrade and CRU.
Our Governance
Corporate Governance
The Company is committed to high standards of corporate
governance and the Board seeks to comply with the principles of the
UK Corporate Governance Code ("the Code"), insofar as it is
appropriate to the Company at this stage in its development.
The Board of Directors currently comprises the Executive
Chairman, Managing Director and two non-executive directors. The
Board considers that this structure is suitable for the Company
having regard to the fact that it is not yet revenue-earning. In
November 2013, the roles of Chairman and Managing Director were
separated with the promotion of Richard Clemmey from Operations
Director to Managing Director, a move which, amongst other things,
brings this aspect of governance into line with best practice.
The two non-executive directors have both served for more than
eleven years and under the terms of the Code cannot now be regarded
as independent. It is proposed that they should continue to seek
annual re-election rather than every third year as per the Articles
of Association. The Company has been fortunate to secure the
services of Donald McAlister and David Whitehead during that time
and both continue to provide valuable advice based on their long
experience of the mining industry.
The Board can be strengthened by the appointment of independent
non-executive directors but is satisfied that its composition is
currently suitable for an AIM listed company.
Role of the Board
The Board's role is to agree the Group's long-term direction and
strategy and monitor achievement of its business objectives. The
Board meets four times a year for these purposes and holds
additional meetings when necessary to transact other business. The
Board receives reports for consideration on all significant
strategic and operational matters.
Notwithstanding that the non-executive directors are not
considered to be independent under the terms of the Code they are
considered by the Board to be independent of management and free
from any business or other relationship which could materially
interfere with the exercise of their independent judgement.
Directors have the facility to take external independent advice in
furtherance of their duties at the Group's expense and have access
to the services of the Company Secretary.
The Board delegates certain of its responsibilities to the
Audit, Remuneration and Nomination Committees of the Board. These
Committees operate within clearly defined, written terms of
reference.
Audit Committee
The Audit Committee, composed entirely of non-executive
directors, meets at least twice a year and assists the Board in
meeting responsibilities in respect of external financial reporting
and internal controls. The Audit Committee also keeps under review
the scope and results of the audit. It also considers the
cost-effectiveness, independence and objectivity of the Auditor
taking account of any non-audit services provided by them.
Remuneration Committee
The Remuneration Committee also comprises the non-executive
directors. The Remuneration Committee meets at least once a year to
determine the appropriate remuneration for the Company's executive
directors, ensuring that this reflects their performance and that
of the Group, and to demonstrate to shareholders that executive
remuneration is set by Board members who have no personal interest
in the outcome of their decisions.
In 2014 the Company initiated a long term bonus and incentive
scheme for the Managing Director. The objective of adopting the
scheme is to provide reward for successfully achieving performance
targets set by the Board of Directors in line with the Company's
Aims and Strategy. The Company has in place an Inland Revenue
approved share option scheme and also issues warrants to subscribe
for shares to executive directors and employees. Directors'
emoluments are disclosed in Note 4 to the financial statements and
details of directors' warrants are disclosed in Note 17.
The Board is aware that non-executive directors are not
considered to be independent under the terms of the Code if they
hold warrants to buy shares in the Company and so they no longer
participate in the issue of warrants.
Nomination Committee
The Nomination Committee comprises the Chairman, Managing
Director and the non-executive directors. The Nomination Committee
meets at least once per year to lead the formal process of rigorous
and transparent procedures for Board appointments and to make
recommendations to the Board in accordance with the requirements of
the Code and other applicable rules and regulations, insofar as
they are appropriate to the Group at this stage in its
development.
Conflicts of Interest
The Companies Act 2006 permits directors of public companies to
authorise directors' conflicts and potential conflicts, where
appropriate, and the Articles of Association contain a provision to
this effect.
At 30 September 2014, Tertiary Minerals plc held 9.52% of the
issued share capital of Sunrise Resources plc and the Chairman of
Tertiary Minerals plc is also Chairman of Sunrise Resources plc.
Tertiary Minerals plc also provides management services to Sunrise
Resources plc, in the search, evaluation and acquisition of new
projects.
Procedures are in place in order to avoid any conflict of
interest between the Company and Sunrise Resources plc.
Corporate Responsibility
The Board takes regular account of the significance of social,
environmental and ethical matters affecting the business of the
Group. At this stage in the Group's development the Board has not
adopted a specific written policy on Corporate Social
Responsibility as it has a limited pool of stakeholders other than
its shareholders. Rather, the Board seeks to protect the interests
of the Group's stakeholders through individual policies and through
ethical and transparent actions.
The Company engages positively with local communities and
stakeholders in its project locations and in 2014, the Company
provided modest sponsorship of the local ice hockey team in
Storuman, Sweden, with particular focus on supporting the club in
attracting, coaching and equipping new youth players to the
sport.
Shareholders
As set out above, the Board seeks to protect shareholders'
interests by following, where appropriate, the guidelines in the
Code and the directors are always prepared, where practicable, to
enter into a dialogue with shareholders to promote a mutual
understanding of objectives. The Annual General Meeting provides
the Board with an opportunity to informally meet and communicate
directly with investors.
Environment
The Board recognises that its principal activity, mineral
exploration, has potential to impact on the local environment and
consequently has adopted an Environmental Policy to ensure that the
Group's activities have minimal harmful environmental impact.
Contractors are carefully selected to ensure that they have their
own environmental policy, resources and training in order to carry
our field activities in line with the Company's high standards.
The Group's activities, carried out in accordance with the
Environmental Policy, have had only minimal environmental impact
and this policy is regularly reviewed. Where appropriate, all work
is carried out after advance consultation with all potentially
affected parties.
Employees
The Group encourages its employees to understand all aspects of
the Group's business and seeks to remunerate its employees fairly,
being flexible where practicable. The Group gives full and fair
consideration to applications for employment received regardless of
age, gender, colour, ethnicity, disability, nationality, religious
beliefs, transgender status or sexual orientation. The Board takes
account of employees' interests when making decisions, and
suggestions from employees aimed at improving the Group's
performance are welcomed.
The Company has adopted an Anti-corruption Policy and Code of
Conduct.
Suppliers and Contractors
The Group recognises that the goodwill of its contractors,
consultants and suppliers is important to its business success and
seeks to build and maintain this goodwill through fair dealings.
The Group has a prompt payment policy and seeks to settle all
agreed liabilities within the terms agreed with suppliers. The
amount shown in the Consolidated and Company Statement of Financial
Position in respect of trade payables at the end of the financial
year represents 17 days of average daily purchases (2013: 59
days).
Health and Safety
The Board recognises it has a responsibility to provide
strategic leadership and direction in the development of the
Group's health and safety strategy in order to protect all of its
stakeholders. The Company has developed a Health and Safety Policy
to clearly define roles and responsibilities and in order to
identify and manage risk.
Risks & Uncertainties
The Board regularly reviews the risks to which the Group is
exposed and ensures through its meetings and regular reporting that
these risks are minimised as far as possible. Details of how the
directors mitigate these risks can be found in the Strategic
Report. The principal risks and uncertainties facing the Group at
this stage in its development are:
Exploration Risk
The Company's business is mineral exploration and evaluation
which are activities subject to speculative technical and economic
uncertainly, and whilst the directors are satisfied that good
progress is being made, there is no certainty that the Group will
be successful in the definition of economic mineral deposits, or
that it will proceed to the development of any of its projects or
otherwise realise their value.
Resource Risk
All mineral deposits have risk associated with their defined
grade and continuity. Mineral Reserves and Resources are calculated
by the Group in accordance with accepted industry standards and
codes (JORC) but is always subject to uncertainties in the
underlying assumptions which include geological projection, metal
price assumptions and other technical uncertainties.
Development Risk
Delays in permitting or changes in permit legislation and/or
regulation, financing and commissioning a project may result in
delays to the Group meeting future production targets or even in
extreme cases loss of title.
Changes in commodity prices can affect the economic viability of
mining projects and affect decisions on continuing exploration
activity.
Mining and Processing Technical Risk
Notwithstanding the completion of metallurgical testwork, test
mining and pilot studies indicating the technical viability of a
mining operation, variations in mineralogy, mineral continuity,
ground stability, ground water conditions and other geological
conditions may still render a mining and processing operation
economically or technically non-viable.
Environmental Risk
Exploration and development of a project can be adversely
affected by environmental legislation and the unforeseen results of
environmental studies carried out during evaluation of a project.
Once a project is in production unforeseen events can give rise to
environmental liabilities.
Financing & Liquidity Risk
Liquidity risk is the risk that the Company will not be able to
raise working capital for its ongoing activities. The Group's goal
is to finance its exploration and evaluation activities from future
cash flows but until that point is reached the Company is reliant
on raising working capital from equity markets or from industry
sources. There is no certainty such funds will be available when
needed.
Political Risk
All countries carry political risk that can lead to interruption
of activity. Politically stable countries can have enhanced
environmental and social permitting risks, risks of strikes and
changes to taxation whereas less developed countries have enhanced
risks associated with changes to the legal framework, civil unrest
and government expropriation of assets.
Partner Risk
The Group can be adversely affected if joint venture partners
are unable or unwilling to perform their obligations or fund their
share of future developments.
Financial Instruments
Details of risks associated with the Group's Financial
Instruments are given in Note 20 to the financial statements.
Internal Controls & Risk Management
The directors are responsible for the Group's system of internal
financial control. Although no system of internal financial control
can provide absolute assurance against material misstatement or
loss, the Group's system is designed to provide reasonable
assurance that problems are identified on a timely basis and dealt
with appropriately and expeditiously.
In carrying out their responsibilities, the directors have put
in place a framework of controls to ensure as far as possible that
ongoing financial performance is monitored in a timely manner, that
corrective action is taken and that risk is identified as early as
practically possible, and they have reviewed the effectiveness of
internal financial control.
The Board, subject to delegated authority, reviews capital
investment, property sales and purchases, additional borrowing
facilities, guarantees and insurance arrangements.
Forward Looking Statements
This Annual Report contains certain forward looking statements
that have been made by the directors in good faith based on the
information available at the time of the approval of the Annual
Report. By their nature, such forward looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that will or may occur in the future. Actual results
may differ from those expressed in such statements.
This Strategic Report was approved by the Board of Directors on
11 December 2014.
Richard Clemmey
Managing Director
Board of Directors
The Directors and Officers of the Company are:
Patrick Cheetham (54)
Executive Chairman
Key Strengths and Experience
-- Geologist.
-- 33 years' experience in mineral exploration.
-- 28 years' experience in public company management.
-- Founder of the Company, Dragon Mining Ltd, Archaean Gold NL and Sunrise Resources plc.
External Appointments:
Chairman and founder of Sunrise Resources plc.
Richard Clemmey (42)
Managing Director
Key Strengths and Experience
-- Chartered Engineer.
-- 21+ years' experience in developing and managing
mining/quarrying projects worldwide for Derwent Mining, Lafarge,
Hargreaves (GB) Ltd, Marshalls plc and CFE.
-- Board director since May 2012.
External Appointments:
None.
Donald McAlister (55)
Non-Executive Director*
Key Strengths and Experience
-- Accountant.
-- Previously Finance Director at Mwana Africa plc, Ridge Mining plc and Reunion Mining.
-- 20+ years' experience in all financial aspects of the
resource industry, including metal hedging, tax planning, economic
modelling/evaluation, project finance and IPO's.
-- Founding director of the Company.
External Appointments
Currently an independent consultant to the mining industry.
David Whitehead (72)
Non-Executive Director
Key Strengths and Experience
-- Mining geologist.
-- 41+ years' experience in all aspects of mineral exploration,
mine development and operations management.
-- 20 years' at senior executive level at BHP Billiton.
-- Board director since 2002.
External Appointments
Currently a director of Consolidated Mines & Investments Ltd
and Chairman of its subsidiary Consolidated Nickel Mines Ltd. Both
companies are unlisted.
Colin Fitch LLM, FCIS
Company Secretary
Key Strengths and Experience
-- Barrister-at-Law.
-- Previously Corporate Finance Director of Kleinwort Benson,
Partner and Head of Corporate Finance at Rowe & Pitman (SG
Warburg Securities) and Assistant Company Secretary at the London
Stock Exchange.
-- Held a number of non-executive directorships including
Merrydown plc, African Lakes plc and Manders plc.
External Appointments
Company Secretary for Sunrise Resources plc.
* Chairman of the Audit Committee and member of the Remuneration
Committee.
Chairman of the Remuneration Committee and member of the Audit
Committee.
Directors' Responsibilities
The directors are responsible for preparing the Strategic
Report, the Directors' Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the directors
have elected to prepare the Group and Company financial statements
in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union. Under company law the
directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Group and Company and of the profit or loss of the
Group for that period. The directors are also required to prepare
financial statements in accordance with the AIM Rules of the London
Stock Exchange for companies trading securities on the AIM
Market.
In preparing these financial statements, the directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether they have been prepared in accordance with
IFRSs as adopted by the European Union, subject to any material
departures disclosed and explained in the financial statements;
and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company and the
Group will continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the requirements of the
Companies Act 2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Website publication
The directors are responsible for ensuring the Annual Report and
the financial statements are made available on a website. Financial
statements are published on the Company's website in accordance
with legislation in the United Kingdom governing the preparation
and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity
of the Company's website is the responsibility of the directors.
The directors' responsibility also extends to the ongoing integrity
of the financial statements contained therein.
Information from Directors' Report
The Strategic Report contains details of the principal
activities of the Company and includes the Operating Review and
Performance which provides detailed information on the development
of the Group's business during the year and indications of likely
future developments.
Going Concern
In common with many exploration companies, the Company raises
finance for its exploration and appraisal activities in discrete
tranches, as and when required. When any of the Company's projects
move to the development stage, specific project financing will be
required.
The directors prepare annual budgets and cash flow projections
that extend beyond 12 months from the date of this report. These
projections include the proceeds of future fundraising and planned
discretionary project expenditures necessary to maintain the
Company and Group as going concerns. 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. 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. For further
information see Note 1(b).
Dividend
The directors are unable to recommend the payment of a
dividend.
Financial Instruments & Other Risks
Details of the Group's Financial Instruments and risk management
objectives and of the Group's exposure to risk associated with its
Financial Instruments is given in Note 20 to the financial
statements.
The business of mineral exploration and evaluation has inherent
risks. Details of risks and uncertainties that affect the Group's
business are given in the Strategic Report.
Directors
The Directors holding office in the period were:
Mr P L Cheetham
Mr R H Clemmey
Mr D A R McAlister
Mr D Whitehead
Shareholders
As at the date of this report the following interests of 3% or
more in the issued share capital of the Company appeared in the
register:
Number % of share
As at 11 December 2014 of shares capital
---------------------------------------------- ---------- ----------
Barclayshare Nominees Limited 20,429,211 11.72
---------------------------------------------- ---------- ----------
TD Direct Investing Nominees (Europe) Limited
SMKTNOMS 16,308,075 9.36
---------------------------------------------- ---------- ----------
HSDL Nominees Limited 10,108,314 5.80
---------------------------------------------- ---------- ----------
Mr Patrick Lyn Cheetham 9,033,288 5.18
---------------------------------------------- ---------- ----------
Ronald Bruce Rowan 8,000,000 4.59
---------------------------------------------- ---------- ----------
Hargreaves Lansdown Limited VRA 6,885,127 3.95
---------------------------------------------- ---------- ----------
HSBC Client Holdings Nominee (UK) Limited
731504 6,259,554 3.59
---------------------------------------------- ---------- ----------
Hargreaves Lansdown Limited HLNOM 5,905,693 3.39
---------------------------------------------- ---------- ----------
Beaufort Nominees Limited SSLNOMS 5,829,375 3.34
---------------------------------------------- ---------- ----------
Hargreaves Lansdown Limited 15942 5,677,627 3.26
---------------------------------------------- ---------- ----------
Accounting Policies
The financial statements have been prepared on the basis of the
recognition and measurement requirements of International Financial
Reporting Standards (IFRS), as adopted by the European Union, and
their interpretations adopted by the International Accounting
Standards Board (IASB). They have also been prepared in accordance
with those parts of the Companies Act 2006 applicable to companies
reporting under IFRS. Further details of the Group's accounting
policies can be found in Note 1 of the financial statements.
Disclosure of Audit Information
Each of the directors has confirmed that so far as he is aware,
there is no relevant audit information of which the Company's
Auditor is unaware, and that he has taken all the steps that he
ought to have taken as a director in order to make himself aware of
any relevant audit information and to establish that the Company's
Auditor is aware of that information.
Auditor
Following a competitive tender, the Company has appointed Crowe
Clark Whitehill LLP as its Auditor and a resolution to reappoint
them as Auditor of the Company and the Group will be proposed at
the forthcoming Annual General Meeting.
Suppliers and Contractors
Details of the Group's policy and payment of creditors is
disclosed in the Strategic Report under Corporate Responsibility.
This policy will continue unchanged in the next financial year.
Charitable and Political Donations
During the year, the Group made no charitable or political
donations. However, in 2014 the Company provided modest sponsorship
of the local ice hockey team in Storuman, Sweden.
Annual Report
Copies of the Tertiary Minerals plc Annual Report will be
published and sent to shareholders in due course and will be
available, free of charge, from the Company's Registered Office or
from the offices of the Company's Nominated Adviser, SP Angel
Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street,
London W1S 2PP, from mid-January 2015, and will also be on the
Company's website: www.tertiaryminerals.com.
Annual General Meeting
Notice of the Company's Annual General Meeting will be sent to
shareholders with the Annual Report.
Publication of Statutory Accounts
The financial information set out in this announcement does not
constitute the Company's Statutory Accounts for the period ended 30
September 2014 or 2013. The financial information for 2013 is
derived from the Statutory Accounts for 2013. Full audited accounts
in respect of that financial period have been delivered to the
Registrar of Companies. The Statutory Accounts for 2014 will be
delivered to the Registrar of Companies following the Company's
Annual General Meeting. The auditor has reported on the 2014 and
2013 accounts. Neither set of accounts contain a statement under
section 498(2) or (3) the Companies Act 2006 and both received an
unqualified audit opinion. However there was an emphasis of matter
in relation to a requirement that the Company raise funds in the
future to continue as a going concern.
Consolidated Income Statement
for the year ended 30 September 2014
2014 2013
Notes GBP GBP
-------------------------------------------------- ----- --------- ---------
Pre-licence exploration costs 9,214 32,131
Impairment of deferred exploration costs 8 3,254 7,140
Non-cash movement of liability under Equity
Swap Agreement (72,708) (20,300)
Administrative expenses 423,459 437,857
-------------------------------------------------- ----- --------- ---------
Operating loss (363,219) (456,828)
Interest receivable 4,412 5,668
-------------------------------------------------- ----- --------- ---------
Loss on ordinary activities before taxation 3 (358,807) (451,160)
Tax on loss on ordinary activities 7 - -
Loss for the year attributable to equity holders
of the parent (358,807) (451,160)
-------------------------------------------------- ----- --------- ---------
Loss per share - basic and diluted (pence) 6 (0.22) (0.31)
-------------------------------------------------- ----- --------- ---------
All amounts relate to continuing activities.
Consolidated Statement of Comprehensive Income
for the year ended 30 September 2014
2014 2013
GBP GBP
---------------------------------------------------------- ----------- ----------
Loss for the year (358,807) (451,160)
---------------------------------------------------------- ----------- ----------
Other comprehensive income
Items that will not be reclassified subsequently
to the income statement:
Movement in revaluation of available for sale investment (61,896) (159,045)
---------------------------------------------------------- ----------- ----------
(61,896) (159,045)
---------------------------------------------------------- ----------- ----------
Items that could be reclassified subsequently to
the income statement:
Foreign exchange translation differences on foreign
currency net investments in subsidiaries (161,845) (10,204)
---------------------------------------------------------- ----------- ----------
(161,845) (10,204)
---------------------------------------------------------- ----------- ----------
Total comprehensive loss for the year attributable
to the equity holders of the parent (582,548) (620,409)
---------------------------------------------------------- ----------- ----------
Consolidated and Company Statements of Financial Position
at 30 September 2014
Company Number 03821411
Group Company Group Company
2014 2014 2013 2013
Notes GBP GBP GBP GBP
-------------------------------- ----- ------------ ------------ ------------ ------------
Non-current assets
Intangible assets 8 3,051,724 - 2,420,947 -
Property, plant & equipment 9 8,856 7,804 8,605 6,839
Investment in subsidiaries 10 - 5,798,903 - 4,896,896
Available for sale investment 10 239,626 239,626 230,251 230,251
-------------------------------- ----- ------------ ------------ ------------ ------------
3,300,206 6,046,333 2,659,803 5,133,986
-------------------------------- ----- ------------ ------------ ------------ ------------
Current assets
Receivables 11 115,732 96,018 81,490 61,735
Cash and cash equivalents 12 942,890 873,326 1,187,612 1,110,892
Restricted cash 12 - - 366,007 366,007
-------------------------------- ----- ------------ ------------ ------------ ------------
1,058,622 969,344 1,635,109 1,538,634
-------------------------------- ----- ------------ ------------ ------------ ------------
Current liabilities
Trade and other payables 13 (171,550) (99,220) (233,881) (72,268)
Equity swap 14 - - (102,381) (102,381)
-------------------------------- ----- ------------ ------------ ------------ ------------
(171,550) (99,220) (336,262) (174,649)
-------------------------------- ----- ------------ ------------ ------------ ------------
Net current assets 887,072 870,124 1,298,847 1,363,985
-------------------------------- ----- ------------ ------------ ------------ ------------
Net assets 4,187,278 6,916,457 3,958,650 6,497,971
-------------------------------- ----- ------------ ------------ ------------ ------------
Equity
Called up share capital 14 1,743,020 1,743,020 1,617,662 1,617,662
Share premium account 8,622,974 8,622,974 8,008,604 8,008,604
Merger reserve 131,096 131,096 131,096 131,096
Share option reserve 426,721 426,721 404,194 404,194
Available for sale revaluation
reserve (148,295) (105,770) (86,399) (43,874)
Foreign currency reserve (24,741) - 137,104 -
Accumulated losses (6,563,497) (3,901,584) (6,253,611) (3,619,711)
-------------------------------- ----- ------------ ------------ ------------ ------------
Equity attributable to the
owners of the parent 4,187,278 6,916,457 3,958,650 6,497,971
-------------------------------- ----- ------------ ------------ ------------ ------------
These financial statements were approved and authorised for
issue by the Board of Directors on 11 December 2014 and were signed
on its behalf.
R H Clemmey D A R McAlister
Managing Director Director
Consolidated Statements of Changes in Equity
Available
Share Share for sale Foreign
Share premium Merger option revaluation currency Accumulated
capital account reserve reserve reserve reserve losses Total
Group GBP GBP GBP GBP GBP GBP GBP GBP
---------------- ------------- ------------- -------- -------- ------------ --------- ----------- ------------
At 30 September
2012 1,305,861 6,826,760 131,096 315,688 72,646 147,308 (5,802,451) 2,996,908
Loss for the
period - - - - - - (451,160) (451,160)
Change in fair
value - - - - (159,045) - - (159,045)
Exchange
differences - - - - - (10,204) - (10,204)
---------------- ------------- ------------- -------- -------- ------------ --------- ----------- ------------
Total
comprehensive
loss for the
year - - - - (159,045) (10,204) (451,160) (620,409)
---------------- ------------- ------------- -------- -------- ------------ --------- ----------- ------------
Recognition of
equity swap - (123,341) - - - - - (123,341)
Share issue 311,801 1,305,185 - - - - - 1,616,986
Share based
payments - - - 88,506 - - - 88,506
---------------- ------------- ------------- -------- -------- ------------ --------- ----------- ------------
At 30 September
2013 1,617,662 8,008,604 131,096 404,194 (86,399) 137,104 (6,253,611) 3,958,650
Loss for the
period - - - - - - (358,807) (358,807)
Change in fair
value - - - - (61,896) - - (61,896)
Exchange
differences - - - - - (161,845) - (161,845)
---------------- ------------- ------------- -------- -------- ------------ --------- ----------- ------------
Total
comprehensive
loss for the
year - - - - (61,896) (161,845) (358,807) (582,548)
---------------- ------------- ------------- -------- -------- ------------ --------- ----------- ------------
Recognition of
equity swap - - - - - - - -
Share issue 125,358 614,370 - - - - - 739,728
Share based
payments - - - 22,527 - - 48,921 71,448
---------------- ------------- ------------- -------- -------- ------------ --------- ----------- ------------
At 30 September
2014 1,743,020 8,622,974 131,096 426,721 (148,295) (24,741) (6,563,497) 4,187,278
---------------- ------------- ------------- -------- -------- ------------ --------- ----------- ------------
Company Statements of Changes in Equity
Available
Share Share for sale
Share premium Merger option revaluation Accumulated
capital account reserve reserve reserve losses Total
Company GBP GBP GBP GBP GBP GBP GBP
--------------------- --------- --------- -------- -------- ------------ ----------- ---------
At 30 September
2012 1,305,861 6,826,760 131,096 315,688 115,171 (3,209,398) 5,485,178
Loss for the
period - - - - - (410,313) (410,313)
Change in fair
value - - - - (159,045) - (159,045)
--------------------- --------- --------- -------- -------- ------------ ----------- ---------
Total comprehensive
loss for the
year - - - - (159,045) (410,313) (569,358)
--------------------- --------- --------- -------- -------- ------------ ----------- ---------
Recognition
of equity swap - (123,341) - - - - (123,341)
Share issue 311,801 1,305,185 - - - - 1,616,986
Share based
payments - - - 88,506 - - 88,506
--------------------- --------- --------- -------- -------- ------------ ----------- ---------
At 30 September
2013 1,617,662 8,008,604 131,096 404,194 (43,874) (3,619,711) 6,497,971
Loss for the
period - - - - - (330,794) (330,794)
Change in fair
value - - - - (61,896) - (61,896)
Total comprehensive
loss for the
year - - - - (61,896) (330,794) (392,690)
--------------------- --------- --------- -------- -------- ------------ ----------- ---------
Share issue 125,358 614,370 - - - - 739,728
Share based
payments - - - 22,527 - 48,921 71,448
--------------------- --------- --------- -------- -------- ------------ ----------- ---------
At 30 September
2014 1,743,020 8,622,974 131,096 426,721 (105,770) (3,901,584) 6,916,457
--------------------- --------- --------- -------- -------- ------------ ----------- ---------
Consolidated and Company Statements of Cash Flows
for the year ended 30 September 2014
Group Company ReclassifiedGroup ReclassifiedCompany
2014 2014 2013 2013
Notes GBP GBP GBP GBP
------------------------------------ ----- ----------------- -------------- ----------------- -------------------
Operating activity
Total loss after tax (363,219) (335,153) (456,828) (415,883)
Depreciation charge 6,925 5,796 8,293 7,234
Impairment charge 3,254 - 7,140 -
Share based payment charge 71,449 71,449 88,506 88,506
Non-cash movement of liability
under Equity Swap Agreement (72,708) (72,708) (20,300) (20,300)
Non-cash additions to available
for sale investment (71,271) (71,271) (33,921) (33,921)
Increase/(decrease) in provision
for impairment of loans to
subsidiaries - 452 - 416
(Increase)/decrease in receivables 11 (34,242) (34,283) (5,554) 6,252
Increase/(decrease) in payables 13 (62,331) 26,952 18,709 (6,915)
------------------------------------ ----- ----------------- -------------- ----------------- -------------------
Net cash outflow from operating
activity (522,143) (408,766) (393,955) (374,611)
------------------------------------ ----- ----------------- -------------- ----------------- -------------------
Investing activity
Interest received 4,412 4,359 5,668 5,570
Purchase of intangible assets (788,482) - (480,227) -
Purchase of property, plant
& equipment 9 (7,176) (6,761) (1,626) (1,304)
Net cash (outflow)/inflow from
investing activity (791,246) (2,402) (476,185) 4,266
------------------------------------ ----- ----------------- -------------- ----------------- -------------------
Financing activity
Additional loans to subsidiaries - (902,459) - (574,217)
Issue of share capital (net
of expenses) 739,728 739,728 1,616,986 1,616,986
Net transfer (to)/from restricted
cash 12 336,333 336,333 (366,667) (366,667)
------------------------------------ ----- ----------------- -------------- ----------------- -------------------
Net cash inflow from financing
activity 1,076,061 173,602 1,250,319 676,102
------------------------------------ ----- ----------------- -------------- ----------------- -------------------
Net increase/(decrease) in cash
and cash equivalents (237,328) (237,566) 380,179 305,757
------------------------------------ ----- ----------------- -------------- ----------------- -------------------
Cash and cash equivalents at
start of year 1,187,612 1,110,892 841,299 805,135
Exchange differences (7,394) - (33,866) -
------------------------------------ ----- ----------------- -------------- ----------------- -------------------
Cash and cash equivalents at
30 September 12 942,890 873,326 1,187,612 1,110,892
------------------------------------ ----- ----------------- -------------- ----------------- -------------------
Notes to the Financial Statements
for the year ended 30 September 2014
Background
Tertiary Minerals plc is a public company incorporated and
domiciled in England. It is traded on the AIM market of the London
Stock Exchange and its shares also trade on AIM - EPIC: TYM.
The Company is a holding company for a number of companies
(together, "the Group") and is incorporated and domiciled in
England. The Group's financial statements are presented in Pounds
Sterling (GBP) which is also the functional currency of the
Company.
The following accounting policies have been applied consistently
in dealing with items which are considered material in relation to
the Group's financial statements.
1. Accounting policies
(a) Basis of preparation
The financial statements have been prepared on the basis of the
recognition and measurement requirements of International Financial
Reporting Standards (IFRS), as adopted by the European Union. They
have also been prepared in accordance with those parts of the
Companies Act 2006 applicable to companies reporting under
IFRS.
(b) Going concern
In common with many exploration companies, the Company raises
finance for its exploration and appraisal activities in discrete
tranches. Further funding is raised as and when required. When any
of the Group's projects move to the development stage, specific
project financing will be required.
The directors prepare annual budgets and cash flow projections
that extend beyond 12 months from the date of this report. These
projections include the proceeds of future fundraising necessary
within the next 12 months to meet the Company's and Group's
overheads and planned discretionary project expenditures and to
maintain the Company and Group as going concerns. 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 Group and
Company's ability to continue as going concerns and, therefore,
that they may be unable to realise their 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.
(c) Basis of consolidation
Investments, including long term loans, in subsidiaries are
valued at the lower of cost or recoverable amount, with an ongoing
review for impairment.
The Group's financial statements consolidate the financial
statements of Tertiary Minerals plc and its subsidiary undertakings
using the acquisition method and eliminate intercompany balances
and transactions.
The Group has contractual arrangements with other participants
to engage in joint activities that do not create an entity carrying
on a trade or business of its own. The Group includes its share of
assets and liabilities in such joint arrangements, measured in
accordance with the terms of each arrangement, which is usually pro
rata to the Group's interest in the joint arrangement.
In accordance with section 408 of the Companies Act 2006,
Tertiary Minerals plc is exempt from the requirement to present its
own Statement of Comprehensive Income. The amount of the loss for
the financial year recorded within the financial statements of
Tertiary Minerals plc is GBP330,794 (2013: GBP410,313).
(d) Intangible assets
Exploration and evaluation
Accumulated exploration and evaluation costs incurred in
relation to separate areas of interest (which may comprise more
than one exploration licence or exploration licence applications)
are capitalised and carried forward where:
(1) such costs are expected to be recouped through successful
exploration and development of the area, or alternatively by its
sale; or
(2) exploration and/or evaluation activities in the area have
not yet 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
areas are continuing.
A bi-annual review is carried out by the directors to consider
whether any exploration and development costs have suffered
impairment in value and, if necessary, provisions are made
according to these criteria. The bi-annual impairment review was
conducted in March 2014 and September 2014.
Accumulated costs where the Group does not yet have an exclusive
exploration licence and in respect of areas of interest which have
been abandoned, are written off to the income statement in the year
in which the pre-licence expense was incurred or in which the area
was abandoned.
Development
Exploration, evaluation and development costs are carried at the
lower of cost and expected net recoverable amount. On reaching a
mining development decision, exploration and evaluation costs are
reclassified as development costs and all development costs on a
specific area of interest will be amortised over the useful
economic life of the projects, once they become income generating,
and the costs can be recouped.
(e) Property, plant & equipment
All property, plant and equipment assets are stated at cost less
accumulated depreciation. Depreciation is provided by the Group on
all property, plant & equipment, at rates calculated to write
off the cost, less estimated residual value, of each asset evenly
over its expected useful life, as follows:
Fixtures and fittings 20% to 33% per annum.
Useful life and residual value are reassessed annually.
(f) Available for sale investments
Available for sale financial assets include non-derivative
financial assets that are either designated as such or do not
qualify for inclusion in any of the other categories of financial
assets. Available for sale investments are initially measured at
cost and subsequently at fair value, being the equivalent of market
value, with changes in value recognised in equity. Gains and losses
arising from available for sale investments are recognised in the
income statement when they are sold or impaired.
(g) Trade and other receivables and payables
Trade and other receivables and payables are measured at initial
recognition at fair value and subsequently measured at amortised
cost.
(h) Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand
and short term bank deposits with a maturity of three months or
less.
(i) Deferred taxation
Deferred taxation, if applicable, is provided in full in respect
of taxation deferred by temporary differences between the treatment
of certain items for taxation and accounting purposes.
Deferred tax assets are recognised to the extent that they are
regarded as recoverable.
(j) Foreign currencies
The Group's consolidated financial statements are presented in
Pounds Sterling (GBP), being the functional currency of the
Company, and the currency of the primary economic environment in
which the Company operates. Monetary assets and liabilities
denominated in foreign currencies are translated at the rate of
exchange ruling at the balance sheet date.
For consolidation purposes, the net investment in foreign
operations and the assets and liabilities of overseas subsidiaries,
associated undertakings and joint arrangements, that have a
functional currency different from the Group's presentation
currency, are translated at the closing exchange rates. Income
statements of overseas subsidiaries, that have a functional
currency different from the Group's presentation currency, are
translated at exchange rates at the date of transaction. Exchange
differences arising on these transactions are taken to the foreign
currency reserve.
(k) Leasing and hire purchase commitments
Rentals applicable to operating leases where substantially all
the benefits and risks of ownership remain with the lessor are
charged to the income statement on a straight-line basis.
(l) Share based payments
The Company issues warrants and options to employees (including
directors) and suppliers. For all options and warrants issued after
7 November 2002 the fair value of the services received is
recognised as a charge measured at fair value on the date of grant
and determined in accordance with IFRS 2, adopting the
Black-Scholes-Merton model. The fair value is charged to
administrative expenses on a straight-line basis over the vesting
period, together with a corresponding increase in equity, based on
the management's estimate of shares that will eventually vest. The
expected life of the options and warrants is adjusted based on
management's best estimates, for the effects of
non-transferability, exercise restrictions and behavioural
considerations. The details of the calculation are shown in Note
15.
(m) Equity swap agreements
The Company entered into an equity swap agreement during the
year to 30 September 2013.
At the date of the agreement, the Company was required to
deposit a sum of money into an escrow account. The escrow account
balance was treated as a restricted cash asset on the Statement of
Financial Position. The amount deposited was adjusted to the net
present value of the deposit over the term of the agreement, with
the adjustment being charged to administrative expenses.
The fair value of the agreement was determined by independent
valuation at the date of the agreement and was deducted from the
escrow deposit to determine the Company's potential liability under
the agreement.
The liability was entered onto the Statement of Financial
Position and charged to the Share Premium Account, because the
agreement was entered into as part of the share subscription (Note
14). An independent revaluation is obtained at the end of each
financial year and the liability amended, the adjustment being
charged to administrative expenses.
Upon each of the periodical settlement dates during the term of
the agreement a proportion of the initial escrow deposit was
returned to the Company after the deduction of any amounts payable
under the equity swap agreement. At each settlement date, an
average market price of the Company's shares is calculated and
compared to a benchmark price and the return payments to the
Company are then adjusted in accordance with the outcome of the
comparison. Payments from the escrow account on each of the
settlement dates are treated as a transfer of funds to the
Company's unrestricted cash, with the amount of the adjustments
being charged or credited to administrative expenses.
(n) Judgements and estimations in applying accounting
policies
In the process of applying the Group's accounting policies
above, the Group has identified the judgemental areas that have the
most significant effect on the amounts recognised in the financial
statements:
Intangible fixed assets - exploration and evaluation
Capitalisation of exploration and evaluation costs requires that
costs be assessed against the likelihood that such costs will be
recoverable against future exploitation or sale or alternatively,
where activities have not reached a stage which permits a
reasonable estimate of the existence of mineral reserves, a
judgement that future exploration or evaluation should continue.
This requires management to make estimates and judgements and to
make certain assumptions, often of a geological nature, and most
particularly in relation to whether or not an economically viable
mining operation can be established in future. Such estimates,
judgements and assumptions are likely to change as new information
becomes available. When it becomes apparent that recovery of
expenditure is unlikely the relevant capitalised amount is written
off to the income statement.
Impairment
Impairment reviews for deferred exploration and evaluation costs
are carried out on a project by project basis, with each project
representing a potential single cash generating unit. The Group
will review information produced by its exploration activities and
consider whether the carrying value is impaired. Assessment of the
impairment of assets is a judgement based on analysis of the
probability of future cash flows from the relevant project,
including consideration of:
(a) the period for which the entity has the right to explore in
the specific area and whether this right will expire in the near
future, and whether the right is expected to be renewed.
(b) the availability of funds for expenditure on further
exploration for and evaluation of mineral resources on the specific
project.
(c) exploration for and evaluation of mineral resources on the
specific project has not led to the discovery of commercially
viable quantities of mineral resources and the entity has decided
to discontinue such activities on the project.
(d) Sufficient data exist to indicate that, although a
development on the specific project is likely to proceed, the
carrying amount of the exploration and evaluation asset is unlikely
to be recovered in full from successful development of a mine or by
the sale of the project.
Impairment reviews for investments in subsidiaries and available
for sale investments are carried out on an individual basis. The
Group reviews performance indicators of the investment, such as
market share price, to indicate whether the carrying value is
impaired.
Going concern
The preparation of financial statements requires an assessment
of the validity of the going concern assumption. The validity of
the going concern assumption is dependent on finance being
available for the continuing working capital requirements of the
Group. Based on the assumption that such finance will become
available, the directors believe that the going concern basis is
appropriate for these accounts.
Share based payments
The estimates of share based payments costs require that
management selects an appropriate valuation model and make
decisions on various inputs into the model including the volatility
of its own share price, the probable life of the options before
exercise, and behavioural considerations of employees.
Valuation of equity swap agreements
Management appoint independent valuers to estimate the fair
value of the agreement at the agreement date and at the end of each
financial year. The main inputs to the valuation model are the
length of the agreement and the volatility of the Company's share
price.
Valuation of restricted cash
Where the Group deposits cash into restricted accounts, a
discounted cash flow is applied to determine the net present value
of the cash at the date of deposit. The main estimates to the
valuation model are the expected term of the deposit and a risk
free interest rate.
(o) Standards, amendments and interpretations not yet
effective
The International Accounting Standards Board ("IASB") and IFRIC
have issued the following amendments, none of which have been
applied in the consolidated financial information on the basis that
their effective dates fall in subsequent periods.
The directors do not anticipate that adoption of the below
standards or interpretations will have a material impact on the
financial statements in the year of initial adoption.
Title Issued Effective Date Date
------------------------------------- --------- ---------------------------- ----------
Novation of Derivatives and June 2013 Accounting periods beginning 01/01/2014
Continuation of Hedge Accounting on or after
(Amendments to IAS 39)
------------------------------------- --------- ---------------------------- ----------
Investment Entities (Amendments Oct 2012 Accounting periods beginning 01/01/2014
to IFRS 10, IFRS 12 and IAS on or after
27)
------------------------------------- --------- ---------------------------- ----------
IAS 36 Amendments Recoverable May 2013 Accounting periods beginning 01/01/2014
Amount Disclosures for non-Financial on or after
Assets
------------------------------------- --------- ---------------------------- ----------
IFRIC 21 Levies May 2013 Accounting periods beginning 01/01/2014
on or after
------------------------------------- --------- ---------------------------- ----------
IAS 19 Amendment - Defined Benefit Nov 2013 Accounting periods beginning 01/07/2014
Plans: Employee Contributions on or after
------------------------------------- --------- ---------------------------- ----------
IFRS 10 and IAS 28 Amendments: Sept 2014 Accounting periods beginning 01/01/2016
Sale or Contribution of Assets on or after
between an Investor and its
Associate or Joint Venture
------------------------------------- --------- ---------------------------- ----------
IAS 27 Amendment - Equity Method Aug 2014 Accounting periods beginning 01/01/2016
in Separate Financial Statements on or after
------------------------------------- --------- ---------------------------- ----------
IAS 16 and IAS 41 Amendments: June 2014 Accounting periods beginning 01/01/2016
Agriculture: Bearer Plants on or after
------------------------------------- --------- ---------------------------- ----------
IFRS 14 Regulatory Deferral Jan 2014 Accounting periods beginning 01/01/2016
Accounts on or after
------------------------------------- --------- ---------------------------- ----------
IAS 16 and IAS 38 Amendments: May 2014 Accounting periods beginning 01/01/2016
Clarification of Acceptable on or after
Methods of Depreciation and
Amortisation
------------------------------------- --------- ---------------------------- ----------
IFRS 11 Amendments: Accounting May 2014 Accounting periods beginning 01/01/2016
for Acquisitions of Interests on or after
in Joint Operations
------------------------------------- --------- ---------------------------- ----------
IFRS 15 Revenue from Contracts May 2014 Accounting periods beginning 01/01/2017
with Customers on or after
------------------------------------- --------- ---------------------------- ----------
IFRS 9 Financial Instruments July 2014 Accounting periods beginning 01/01/2018
on or after
------------------------------------- --------- ---------------------------- ----------
(p) Reclassifications
Reclassifications to comparative amounts have been made in the
Statements of Cash Flows and Investments note 10. Within the Cash
Flow Statement the additions to available for sale investment have
been reclassified into net cash outflow from operating activity as
these additions are shares issued in lieu of a payment for
management fees and therefore represent a non-cash movement. The
reclassification within note 10 has been made to recognise the cost
of investment in Tertiary Gold Limited at original cost. The
reclassification being the excess of the cost of investment above
the nominal value of shares issued in consideration.
2. Segmental analysis
The Chief Operating Decision Maker is the Board of Directors.
The Board considers the business has one reportable segment, the
management of exploration projects, which is supported by a Head
Office function. For the purpose of measuring segmental profits and
losses the exploration segment bears only those direct costs
incurred by or on behalf of those projects. No Head Office cost
allocations are made to this segment. The Head Office function
recognises all other costs.
Exploration Head
Projects Office Total
2014 GBP GBP GBP
----------------------------------------------- ----------- --------- ------------
Consolidated Income Statement
Impairment of deferred exploration
costs (3,254) - (3,254)
----------------------------------------------- ----------- --------- ------------
Pre-licence exploration costs - (9,214) (9,214)
Share based payments - (71,448) (71,448)
Other expenses - (279,303) (279,303)
----------------------------------------------- ----------- --------- ------------
Operating Loss (3,254) (359,965) (363,219)
Bank interest received - 4,412 4,412
----------------------------------------------- ----------- --------- ------------
Loss on ordinary activities before
taxation (3,254) (355,553) (358,807)
Tax on loss on ordinary activities - - -
----------------------------------------------- ----------- --------- ------------
Loss for the year attributable to equity
holders (3,254) (355,553) (358,807)
----------------------------------------------- ----------- --------- ------------
Non-current assets
Intangible assets:
Deferred exploration costs:
Kaaresselkä Gold Project, Finland 283,646 - 283,646
Kiekerömaa Gold Project, Finland 128,589 - 128,589
Lassedalen Fluorspar Project, Norway 350,937 - 350,937
Storuman Fluorspar Project, Sweden 1,604,436 - 1,604,436
MB Fluorspar Project, USA 684,116 - 684,116
----------------------------------------------- ----------- --------- ------------
3,051,724 - 3,051,724
Property, plant & equipment - 8,856 8,856
Investment in subsidiaries - - -
Available for sale investment - 239,626 239,626
----------------------------------------------- ----------- --------- ------------
3,051,724 248,482 3,300,206
----------------------------------------------- ----------- --------- ------------
Current assets
Receivables - 115,732 115,732
Cash and cash equivalents - 942,890 942,890
Restricted cash - - -
----------------------------------------------- ----------- --------- ------------
- 1,058,622 1,058,622
----------------------------------------------- ----------- --------- ------------
Current liabilities
Trade and other payables (79,918) (91,632) (171,550)
Equity swap - - -
----------------------------------------------- ----------- --------- ------------
(79,918) (91,632) (171,550)
----------------------------------------------- ----------- --------- ------------
Net current assets (79,918) 966,990 887,072
----------------------------------------------- ----------- --------- ------------
Net assets 2,971,806 1,215,472 4,187,278
----------------------------------------------- ----------- --------- ------------
Other data
Deferred exploration additions 788,482 - 788,482
Exchange rate adjustments to deferred
exploration costs - 154,451 154,451
----------------------------------------------- ----------- --------- ------------
Exploration Head
Projects Office Total
2013 GBP GBP GBP
----------------------------------------------- ----------- --------- ------------
Consolidated Income Statement
Impairment of deferred exploration
costs (7,140) - (7,140)
----------------------------------------------- ----------- --------- ------------
Pre-licence exploration costs - (32,131) (32,131)
Share based payments - (88,506) (88,506)
Other expenses - (329,051) (329,051)
----------------------------------------------- ----------- --------- ------------
Operating Loss (7,140) (449,688) (456,828)
Bank interest received - 5,668 5,668
----------------------------------------------- ----------- --------- ------------
Loss on ordinary activities before
taxation (7,140) (444,020) (451,160)
Tax on loss on ordinary activities - - -
----------------------------------------------- ----------- --------- ------------
Loss for the year attributable to equity
holders (7,140) (444,020) (451,160)
----------------------------------------------- ----------- --------- ------------
Non-current assets
Intangible assets:
Deferred exploration costs:
Kaaresselkä Gold Project, Finland 277,809 - 277,809
Kiekerömaa Gold Project, Finland 123,449 - 123,449
Lassedalen Fluorspar Project, Norway 341,365 - 341,365
Storuman Fluorspar Project, Sweden 1,316,345 - 1,316,345
MB Fluorspar Project, USA 361,979 - 361,979
----------------------------------------------- ----------- --------- ------------
2,420,947 - 2,420,947
Property, plant & equipment - 8,605 8,605
Investment in subsidiaries - - -
Available for sale investment - 230,251 230,251
----------------------------------------------- ----------- --------- ------------
2,420,947 238,856 2,659,803
----------------------------------------------- ----------- --------- ------------
Current assets
Receivables - 81,490 81,490
Cash and cash equivalents - 1,187,612 1,187,612
Restricted cash - 366,007 366,007
----------------------------------------------- ----------- --------- ------------
- 1,635,109 1,635,109
----------------------------------------------- ----------- --------- ------------
Current liabilities
Trade and other payables (149,815) (84,066) (233,881)
Equity swap - (102,381) (102,381)
----------------------------------------------- ----------- --------- ------------
(149,815) (186,447) (336,262)
----------------------------------------------- ----------- --------- ------------
Net current assets (149,815) 1,448,662 1,298,847
----------------------------------------------- ----------- --------- ------------
Net assets 2,271,132 1,687,518 3,958,650
----------------------------------------------- ----------- --------- ------------
Other data
Deferred exploration additions 561,077 - 561,077
Exchange rate adjustments to deferred
exploration costs - (23,661) (23,661)
----------------------------------------------- ----------- --------- ------------
3. Loss on ordinary activities before taxation
2014 2013
GBP GBP
-------------------------------------------------------- ------ ------
The operating loss is stated after charging
Operating lease rentals - land and buildings 18,644 18,206
Fees payable to the Group's Auditor for:
The audit of the Group's annual accounts 6,500 6,210
Fees payable to the Group's Auditor and its associates
for other services:
The audit of the Group's subsidiaries, pursuant
to legislation 3,500 3,200
Other services relating to taxation - -
Other services 1,250 1,050
Depreciation - owned assets 6,925 8,293
-------------------------------------------------------- ------ ------
4. Directors' emoluments
2014 2013
GBP GBP
------------------------------------------------------ ------- -------
Remuneration in respect of directors was as follows:
P L Cheetham (salary) 32,531 53,343
R H Clemmey (salary) 79,037 70,925
D A R McAlister (salary) 14,667 12,000
D Whitehead (fees) 14,667 12,000
P L Cheetham (benefit in kind on exercise of share
options) 56,250 -
D A R McAlister (benefit in kind on exercise of
share options) - 17,715
------------------------------------------------------ ------- -------
197,152 165,983
------------------------------------------------------ ------- -------
The directors are also the key management personnel.
The above remuneration amounts are net of the recharges to
Sunrise Resources plc as set out in Note 17. They do not include
non-cash share based payments charged in these financial statements
in respect of warrants issued to the directors in the year
amounting to GBP45,970 (2013: GBP68,072) or Employer's National
Insurance contributions of GBP22,720 (2013: GBP16,137).
There were no pension contributions made during the year on
behalf of Directors (2013: nil).
5. Staff costs
2014 2013
GBP GBP
---------------------------------------------- ------- -------
Staff costs for Group and Company, including
directors, were as follows:
Wages and salaries 182,487 206,261
Social security costs 28,247 21,876
Share based payments 63,360 81,681
---------------------------------------------- ------- -------
274,094 309,818
---------------------------------------------- ------- -------
The average monthly number of employees, including directors,
employed by the Group and Company during the year was as
follows:
2014 2013
Number Number
--------------------------------------------------- ------- -------
Technical employees 3 3
Administration employees (including non-executive
directors) 4 4
--------------------------------------------------- ------- -------
7 7
--------------------------------------------------- ------- -------
The cost of employing technical and administrative employees is
shared with Sunrise Resources plc as set out in Note 17.
6. Loss per share
Loss per share has been calculated using the loss for the year
attributable to equity holders of the parent and the weighted
average number of shares in issue during the year.
2014 2013
------------------------------------------ ----------- -----------
Loss (GBP) (358,807) (451,160)
Weighted average shares in issue (No.) 165,522,417 143,365,584
Basic and diluted loss per share (pence) (0.22) (0.31)
------------------------------------------ ----------- -----------
The loss attributable to ordinary shareholders and weighted
average number of ordinary shares for the purpose of calculating
the diluted earnings per ordinary share are identical to those used
for the basic earnings per ordinary share. This is because the
exercise of share warrants and options would have the effect of
reducing the loss per ordinary share and is therefore
anti-dilutive.
7. Taxation on ordinary activities
No liability to corporation tax arises for the year due to the
Group recording a taxable loss (2013: GBPnil).
The tax credit for the period is lower than the credit resulting
from the loss before tax at the standard rate of corporation tax in
the UK - 21% (2013: 23%). The differences are explained below.
2014 2013
GBP GBP
--------------------------------------------------------- ----------- -----------
Tax reconciliation
Loss on ordinary activities before tax (358,807) (451,160)
--------------------------------------------------------- ----------- -----------
Tax at hybrid rate 22% (2013: 23%) (78,938) (103,767)
--------------------------------------------------------- ----------- -----------
Differences between capital allowances and depreciation (1,280) 3,865
Pre-trading expenditure no longer deductible for
tax purposes 548,413 302,192
--------------------------------------------------------- ----------- -----------
Tax effect at 22% (2013: 23%) 120,369 70,393
--------------------------------------------------------- ----------- -----------
Unrelieved tax losses carried forward (41,431) 33,374
--------------------------------------------------------- ----------- -----------
Tax recognised on loss from ordinary activities - -
--------------------------------------------------------- ----------- -----------
Total losses carried forward for tax purposes (4,409,816) (4,598,142)
--------------------------------------------------------- ----------- -----------
Factors that may affect future tax charges
The Group has total losses carried forward of GBP4,409,816
(2013: GBP4,598,142). This amount would be charged to tax if
sufficient profits were made in the future. The deferred tax asset
has not been recognised as the future recovery is uncertain given
the exploration status of the Group. The carried tax loss is
adjusted each year for amounts that can no longer be carried
forward.
8. Intangible assets
Deferred Deferred
exploration exploration
expenditure expenditure
2014 2013
Group GBP GBP
---------------------- ----------------- ---------------
Cost
At start of year 3,675,649 3,090,911
Additions 788,482 561,077
Exchange adjustments (154,451) 23,661
---------------------- ----------------- ---------------
At 30 September 4,309,680 3,675,649
---------------------- ----------------- ---------------
Impairment losses
At start of year (1,254,702) (1,247,562)
Charge during year (3,254) (7,140)
---------------------- ----------------- ---------------
At 30 September (1,257,956) (1,254,702)
---------------------- ----------------- ---------------
Carrying amounts
At 30 September 3,051,724 2,420,947
---------------------- ----------------- ---------------
At start of year 2,420,947 1,843,349
---------------------- ----------------- ---------------
9. Property, plant & equipment
Group Group
fixtures Company fixtures Company
and fixtures and fixtures
fittings and fittings fittings and fittings
2014 2014 2013 2013
GBP GBP GBP GBP
--------------------- --------- ------------- --------- -------------
Cost
At start of year 63,082 32,508 61,456 31,204
Additions 7,176 6,761 1,626 1,304
Disposals (19,714) (6,263) - -
--------------------- --------- ------------- --------- -------------
At 30 September 50,544 33,006 63,082 32,508
--------------------- --------- ------------- --------- -------------
Depreciation
At start of year (54,477) (25,669) (46,184) (18,434)
Charge for the year (6,925) (5,796) (8,293) (7,235)
Disposals 19,714 6,263 - -
At 30 September (41,688) (25,202) (54,477) (25,669)
--------------------- --------- ------------- --------- -------------
Net Book Value
At 30 September 8,856 7,804 8,605 6,839
--------------------- --------- ------------- --------- -------------
At start of year 8,605 6,839 15,272 12,770
--------------------- --------- ------------- --------- -------------
10. Investments
Subsidiary undertakings
Country of Type and percentage
incorporation/ of shares held at
Company registration 30 September 2014 Principal activity
---------------------- --------------- ----------------------- -------------------
Tertiary Gold Limited England & Wales 100% of ordinary shares Mineral exploration
Tertiary (Middle
East) Limited England & Wales 100% of ordinary shares Mineral exploration
Tertiary Minerals
US Inc. Nevada, USA 100% of ordinary shares Mineral exploration
Reclassified
Company Company
2014 2013
Investment in subsidiary undertakings GBP GBP
--------------------------------------------- --------- ------------
Ordinary shares - Tertiary (Middle East)
Limited 1 1
Ordinary shares - Tertiary Gold Limited 224,888 224,888
Ordinary shares - Tertiary Minerals US Inc. 1 1
Loan - Tertiary (Middle East) Limited 680,135 679,683
Less - Provision for impairment (680,135) (679,683)
Loan - Tertiary Gold Limited 4,858,599 4,323,807
Loan - Tertiary Minerals US Inc. 715,414 348,199
--------------------------------------------- --------- ------------
At 30 September 5,798,903 4,896,896
--------------------------------------------- --------- ------------
Available for sale investment
Country of Type and percentage
incorporation/ of shares held at
Company registration 30 September 2014 Principal activity
------------------ --------------- ------------------- -------------------
Sunrise Resources 9.52% of ordinary
plc England & Wales shares Mineral exploration
Group Company Group Company
2014 2014 2013 2013
Available for sale investment GBP GBP GBP GBP
------------------------------------ -------- -------- --------- ---------
Value at start of year 230,251 230,251 355,375 355,375
Additions to available for sale
investment 71,271 71,271 33,921 33,921
Movement in valuation of available
for sale investment (61,896) (61,896) (159,045) (159,045)
------------------------------------ -------- -------- --------- ---------
At 30 September 239,626 239,626 230,251 230,251
------------------------------------ -------- -------- --------- ---------
The additions to available for sale investment are shares issued
in lieu of a payment for management fees.
The fair value of the available for sale investment is equal to
the market value of the shares in Sunrise Resources plc at 30
September 2014, based on the closing mid-market price of shares on
the AIM Market.
These are level one inputs for the purpose of the IFRS 7 fair
value hierarchy.
11. Receivables
Group Company Group Company
2014 2014 2013 2013
GBP GBP GBP GBP
------------------- ------- ------- ------ -------
Trade receivables 50,062 50,062 43,173 43,173
Other receivables 43,025 28,388 16,497 1,195
Prepayments 22,645 17,568 21,820 17,367
------------------- ------- ------- ------ -------
115,732 96,018 81,490 61,735
------------------- ------- ------- ------ -------
The Group aged analysis of trade receivables is as follows:
Total
Not 30 days Over carrying
impaired or less 30 days amount
GBP GBP GBP GBP
------------------------ --------- -------- -------- ---------
2014 Trade receivables 50,062 50,062 - 50,062
2013 Trade receivables 43,173 43,173 - 43,173
------------------------ --------- -------- -------- ---------
12. Cash and cash equivalents
Group Company Group Company
2014 2014 2013 2013
GBP GBP GBP GBP
-------------------------- ------- ------- --------- ---------
Cash at bank and in hand 97,370 27,806 160,003 83,283
Short-term bank deposits 845,520 845,520 1,027,609 1,027,609
-------------------------- ------- ------- --------- ---------
942,890 873,326 1,187,612 1,110,892
-------------------------- ------- ------- --------- ---------
Restricted cash
In order to satisfy any payments under the equity swap agreement
(Note 14), the Company deposited GBP400,000 in an escrow account in
May 2013. At 30 September 2014 the amount held in escrow was nil
(2013: GBP366,007).
13. Trade and other payables
Group Company Group Company
2014 2014 2013 2013
GBP GBP GBP GBP
--------------------------------- ------- --------------- ------- ---------------
Trade payables 54,962 23,890 125,042 20,274
Other taxes and social security
costs 45,960 45,960 10,516 10,516
Accruals 64,469 23,211 95,822 38,977
Other payables 6,159 6,159 2,501 2,501
--------------------------------- ------- --------------- ------- ---------------
171,550 99,220 233,881 72,268
--------------------------------- ------- --------------- ------- ---------------
14. Share capital
2014 2014 2013 2013
No. GBP No. GBP
------------------------------------ ----------- --------- ----------- ---------
Allotted, called up and fully paid
Ordinary shares of 1p each 174,302,034 1,743,020 161,766,214 1,617,662
------------------------------------ ----------- --------- ----------- ---------
174,302,034 1,743,020 161,766,214 1,617,662
------------------------------------ ----------- --------- ----------- ---------
During the year to 30 September 2014 the following share issues
took place:
An issue of 200,000 1.0p ordinary shares at 2.375p per share,
being a share warrant exercise, for a total consideration of
GBP4,750 (14 January 2014).
An issue of 2,000,000 1.0p ordinary shares at 7.5p per share,
being a share warrant exercise, for a total consideration of
GBP150,000 (25 February 2014).
An issue of 1,490,000 1.0p ordinary shares at 12p per share,
being a drawdown under the Equity Finance Facility (Note 15), for a
total consideration of GBP167,178 net of expenses (15 April
2014).
An issue of 7,304,348 1.0p ordinary shares at 5.75p per share,
by way of placing, for a total consideration of GBP378,000 net of
expenses (11 July 2014).
An issue of 41,472 1.0p ordinary shares at 5.75p per share to
two directors, in satisfaction of directors fees, for a total
consideration of GBP2,385 (19 August 2014).
An issue of 1,500,000 1.0p ordinary shares at 2.375p per share,
being a share warrant exercise by a director, for a total
consideration of GBP35,625 (9 September 2014).
During the year to 30 September 2013 a total of 31,180,000 1.0p
ordinary shares were issued, at an average price of 5.731p, for a
total consideration of GBP1,616,986 net of expenses.
The total amount of transaction fees debited to the Share
Premium account in the year was GBP53,622 (2013: GBP160,638).
In the year to 30 September 2014 the Company made a transfer
from Share Option Reserve to Accumulated Losses of GBP48,921 (2013:
Nil) in recognition of a reversal of previous charges arising from
expired unexercised warrants.
Equity Swap
On 23 May 2013 the Company entered into funding arrangements
with YA Global Master SPV ("YAGM") whereby, in addition to the
issue of 26,000,000 ordinary shares to YAGM under a subscription
agreement, the Company and YAGM entered into an equity swap
agreement over a notional 11,818,176 ordinary shares in the
Company. Under the terms of the equity swap, upon each of 12
monthly settlement dates an average market price of the Company's
shares was to be calculated and compared to a benchmark price of
5.78p per share. If the average market price exceeded the benchmark
price then a sum became payable to the Company by YAGM, if the
average market price was less than the benchmark price then a sum
became payable to YAGM by the Company, depending on the amount by
which the average market price exceeded or fell short of the
benchmark price.
On 8 November 2013, the Equity Swap Agreement (Note 14) between
the Company and YA Global Master SPV Ltd ("YAGM") was settled. The
parties agreed that all remaining monthly settlements were to be
accelerated and included in a new settlement date at a price of
5.5p per share. On that settlement date, the remaining escrow funds
of GBP366,666 were distributed between the Company (GBP336,333) and
YAGM (GBP30,333) with no further liability. For comparison at 30
September 2013 the Company's liability to YAGM was GBP102,381.
15. Warrants and options granted
Unexercised warrants Exercise Expiry
Issue date price Number Exercisable dates
---------------------- -------- --------- ------------------------- --------
09/12/08 2.375p 200,000 Any time before expiry 09/03/15
09/12/08 2.375p 200,000 Any time before expiry 09/03/15
07/12/09 4.375p 2,300,000 Any time before expiry 07/03/15
07/12/09 4.375p 600,000 Any time before expiry 07/03/15
17/12/10 6.25p 2,300,000 Any time before expiry 17/03/16
17/12/10 6.25p 200,000 Any time before expiry 31/12/15
17/12/10 6.25p 400,000 Any time before expiry 17/03/16
01/09/11 6.75p 250,000 Any time before expiry 01/09/16
01/09/11 6.75p 250,000 Any time before expiry 01/09/16
01/09/11 11.00p 250,000 Any time before expiry 01/09/16
01/09/11 11.00p 250,000 Any time after 01/09/2015 01/09/16
26/01/12 9.75p 2,300,000 Any time before expiry 26/01/17
26/01/12 9.75p 200,000 Any time before expiry 31/12/15
26/01/12 9.75p 200,000 Any time before expiry 26/01/17
10/01/13 7.63p 1,700,000 Any time before expiry 10/01/18
10/01/13 7.63p 200,000 Any time before expiry 31/12/15
10/01/13 7.63p 300,000 Any time before expiry 10/01/18
14/01/14 11.25p 1,050,000 Any time after 14/01/2015 14/01/19
14/01/14 11.25p 200,000 Any time after 14/01/2015 31/12/15
14/01/14 11.25p 300,000 Any time after 14/01/2015 14/01/19
Unexercised options Exercise Expiry
Issue date price Number Exercisable Dates
---------------------- -------- --------- ------------------------- --------
31/01/05 10.0p 50,000 Any time before expiry 31/01/15
Warrants and options are issued for nil consideration and are
exercisable as disclosed above. They are exchangeable on a one for
one basis for each ordinary share of 1.0p at the exercise price on
the date of conversion.
On 15 June 2012 the Company entered into a three year Equity
Financing Facility ("EFF") with Darwin Strategic Limited
("Darwin"). The agreement provides the Company with the facility to
draw down up to GBP10 million, by issuing subscription notices
requiring Darwin to subscribe for ordinary shares of the Company on
certain terms and conditions.
In conjunction with the EFF agreement the Company entered into a
warrant agreement allowing Darwin to subscribe for up to 2,000,000
new Ordinary Shares in the capital of the Company at 7.5p per
share, exercisable at any time before 15 June 2015. All of these
warrants were exercised on 20 February 2014.
Share based payments
The Company has an Inland Revenue approved share option scheme
for all employees. Options are exercisable at a price equal to the
market price of the Company's shares on the date of grant.
The vesting period is three years. If the options remain
unexercised after a period of ten years from the date of grant the
options expire. Options may be forfeited if the employee leaves the
Company.
In addition, the Company issues warrants to directors and
employees, outside of the approved scheme, on varying terms and
conditions.
On 16 September 2014 the Company extended the warrant expiry
dates by three months of unexercised warrants issued in years 2008
to 2011 due to the proximity of a Close Period to the original
expiry date. Certain of these warrants have an earlier expiry date
due to employees' termination of employment.
Details of the share warrants and options outstanding during the
year are as follows:
2014 2013
Weighted Number Weighted
Number of average of average
warrants exercise warrants exercise
and share price and share price
options Pence options Pence
----------------------------- ------------ --------- ------------- ---------
Outstanding at start
of year 17,410,000 6.738 15,710,000 6.470
Granted during the year 1,550,000 11.25 2,200,000 7.630
Exercised during the
year (3,700,000) 5.145 (500,000) 2.375
Forfeited during the
year - - - -
Expired during the year (1,560,000) - - -
----------------------------- ------------ --------- ------------- ---------
Outstanding at 30 September 13,700,000 7.422 17,410,000 6.738
----------------------------- ------------ --------- ------------- ---------
Exercisable at 30 September 11,900,000 6.849 15,210,000 6.326
The warrants and options outstanding at 30 September 2014 had a
weighted average exercise price of GBP0.07 and a weighted average
remaining contractual life of 2 years.
In the year ended 30 September 2014, warrants were granted on 14
January 2014. The aggregate of the estimated fair values of the
warrants granted on these dates is GBP66,740. In the year ended
30 September 2013, warrants were granted on 10 January 2013. The
aggregate of the estimated fair values of the warrants granted on
these dates is GBP64,364.
No options were granted in the year ended 30 September 2014 or
the year ended 30 September 2013.
The inputs into the Black-Scholes-Merton Option Pricing Model
are as follows:
2014 2013
--------------------------------- ------- -------
Weighted average share price 9.00p 6.10p
Weighted average exercise price 11.25p 7.63p
Expected volatility 80% 80%
Expected life 4 years 4 years
Risk-free rate 1.88% 1.12%
Expected dividend yield 0% 0%
--------------------------------- ------- -------
Expected volatility was determined by calculating the historical
volatility of the Company's share price over the previous four
years. The expected life used in the model has been adjusted based
on management's best estimate for the effects of
non-transferability, exercise restrictions and behavioural
considerations.
The Company recognised total expenses of GBP71,448 and GBP88,506
related to equity-settled share based payment transactions in 2014
and 2013 respectively.
16. Operating lease commitments
The Company rents office premises under an operating lease
agreement. The current lease term is for one year, expiring on 30
November 2014. No contingent rent is payable. The lease is eligible
for renewal on expiry.
Future minimum lease payments under non-cancellable operating
leases are:
2014 2013
Land & Land &
buildings buildings
GBP GBP
----------------------- ---------- ----------
Office accommodation:
Within one year 3,120 3,044
----------------------- ---------- ----------
The Company does not sub-lease any of its leased premises.
Lease payments recognised in loss for the period amounted to
GBP18,644 (2013: GBP18,206).
17. Related party transactions
Key management personnel
The directors holding office in the period and their beneficial
interests in the share capital of the Company are:
At 30 September
At 30 September 2014 2013
Warrants
-------------------------------
Shares Exercise Expiry Shares Warrants
Number Number price date Number Number
----------------- ---------- --------- -------- ---------- ---------- ---------
P L Cheetham* 11,876,913 1,500,000 4.375p 07/03/2015 10,376,913 7,500,000
1,500,000 6.250p 17/03/2016
1,500,000 9.750p 26/01/2017
500,000 7.630p 10/01/2018
500,000 11.250p 14/01/2019
D A R McAlister 494,048 300,000 4.375p 07/03/2015 481,579 1,000,000
300,000 6.250p 17/03/2016
300,000 9.750p 26/01/2017
D Whitehead 29,003 300,000 4.375p 07/03/2015 - 1,000,000
300,000 6.250p 17/03/2016
300,000 9.750p 26/01/2017
R H Clemmey 6,333 250,000 6.750p 01/09/2016 6,333 2,000,000
250,000 6.750p 01/09/2016
250,000 11.000p 01/09/2016
250,000 11.000p 01/09/2016
1,000,000 7.630p 10/01/2018
350,000 11.250p 14/01/2019
* Includes 2,843,625 shares held by K E Cheetham, wife of P L
Cheetham.
The directors have no beneficial interests in the shares of the
Company's subsidiary undertakings as at 30 September 2014. The
directors of the Company are the directors of all Group
companies.
Details of the parent company's investment in subsidiary
undertakings are shown in Note 10.
Sunrise Resources plc
During the year the Company recharged costs of GBP163,136 (2013:
GBP134,277) to Sunrise Resources plc being shared overheads of
GBP23,671 (2013: GBP22,977), costs paid on behalf of Sunrise
Resources plc of
GBP11,816 (2013: GBP5,802), staff salary costs of GBP44,207
(2013: GBP52,583) and directors' salary costs of
GBP 83,442 (2013: GBP52,915). The salary costs in Notes 4 and 5
are shown net of these recharges.
At the balance sheet date an amount of GBP50,050 (2013:
GBP43,157) was due from Sunrise Resources plc, which was repaid in
November 2014.
P L Cheetham, a director of Tertiary Minerals plc, is also a
director of Sunrise Resources plc.
Shares and warrants held in Sunrise Resources plc by the
Tertiary Minerals plc directors are as follows:
At 30 September
At 30 September 2013 2012
Warrants
-------------------------------
Shares Exercise Expiry Shares Warrants
Number Number price date Number Number
----------------- ---------- --------- -------- ---------- ---------- ----------
P L Cheetham* 19,355,675 2,000,000 0.575p 08/03/2015 12,942,462 10,500,000
2,000,000 0.850p 07/03/2015
2,000,000 2.500p 07/03/2016
2,000,000 1.250p 24/02/2017
2,000,000 0.850p 19/03/2018
2,000,000 0.550p 14/01/2019
2,222,222 0.600p 31/03/2016
D A R McAlister 550,000 - - - 550,000 -
D Whitehead - - - - - -
R H Clemmey - 500,000 1.250p 24/02/2017 - -
500,000 0.850p 19/03/2018
500,000 0.550p 14/01/2019
* Includes 5,500,000 shares held by K E Cheetham, wife of P L
Cheetham.
18. Post Balance Sheet Event
Subsequent to the year-end, on 1 October 2014, 3,000,000
warrants were issued to Richard Clemmey, the Managing Director,
exercisable after year one, at prices between 9p and 21p, with
vesting periods from 1 to 4 years.
19. Capital management
The Group's capital requirements are dictated by its project and
overhead funding requirements from time to time. Capital
requirements are reviewed by the Board on a regular basis.
The Group manages its capital to ensure that entities within the
Group will be able to continue as going concerns, to increase the
value of the assets of the business and to provide an adequate
return to shareholders in the future when exploration assets are
taken into production.
The Group manages the capital structure and makes adjustments to
it in the light of changes in economic conditions and the risk
characteristics of its assets. In order to maintain or adjust the
capital structure the possibilities open to the Group in future
include issuing new shares, consolidating shares, returning capital
to shareholders, taking on debt, selling assets and adjusting the
amount of dividends paid to the shareholders.
20. Financial instruments
At 30 September 2014, the Group's and Company's financial assets
consisted of available for sale investments, trade receivables and
cash and cash equivalents. At the same date, the Group and Company
had no financial liabilities other than trade and other payables
due within one year and had no agreed borrowing facilities as at
this date. There is no material difference between the carrying and
fair values of the Group and Company's financial assets and
liabilities.
The carrying amounts for each category of financial instruments
held at 30 September 2014, as defined in IAS 39, are as
follows:
Group Company Group Company
2014 2014 2013 2013
GBP GBP GBP GBP
------------------------------------ --------- ------- --------- ---------
Loans & receivables 1,035,976 951,776 1,613,949 1,521,927
Available for sale investments 239,626 239,626 230,251 230,251
Financial liabilities at amortised
cost 125,589 53,260 223,365 61,752
Financial liabilities at fair
value through profit and loss - - 102,381 102,381
------------------------------------ --------- ------- --------- ---------
Risk management
The principal risks faced by the Group and Company resulting
from financial instruments are liquidity risk, foreign currency
risk and, to a lesser extent, interest rate risk and credit risk.
The directors review and agree policies for managing each of these
risks as summarised below. The policies have remained unchanged
from previous periods as these risks remain unchanged.
Liquidity risk
The Group currently holds cash balances in Sterling, US Dollars,
Swedish Krona, Euros, Canadian Dollars and Saudi Riyals to provide
funding for exploration and evaluation activity, whilst the Company
holds cash balances in Sterling and US Dollars. The Group and
Company are dependent on equity fundraising through private
placings which the directors regard as the most cost-effective
method of fundraising. The directors monitor cash flow in the
context of their expectations for the business to ensure sufficient
liquidity is available to meet foreseeable needs.
Currency risk
The Group's financial risk management objective is broadly to
seek to make neither profit nor loss from exposure to currency
risks. The Group is exposed to transactional foreign exchange risk
and takes profits and losses as they arise, as in the opinion of
the directors, the cost of hedging against fluctuations would be
greater than the related benefit from doing so. Where a material
order is made in a different currency, funds are converted to that
currency at prevailing rates and held on short term treasury
deposits at prevailing fixed interest rates pending payment.
Bank and cash balances, including the Group's share of funds in
the Ghurayyah joint arrangement, were held in the following
denominations:
Group Company
2014 2013 2014 2013
GBP GBP GBP GBP
------------------------- ------- --------- ------- ---------
United Kingdom Sterling 855,269 1,064,527 854,478 1,062,153
United States Dollar 69,016 113,509 18,848 48,739
Swedish Krona 9,011 7,730 - -
European Euro 9,296 1,791 - -
Canadian Dollar 263 49 - -
Saudi Riyal 35 6 - -
942,890 1,187,612 873,326 1,110,892
------------------------- ------- --------- ------- ---------
Surplus funds in all currencies are placed with NatWest bank on
a number of short term treasury deposits at varying fixed rates of
interest, but the Group held only one US Dollar treasury deposit at
30 September 2014.
The Company and the Group are exposed to changes in the US
Dollar/UK Sterling exchange rate mainly in the Sterling value of US
Dollar denominated financial assets and any profit or loss arising
from such changes reports to equity.
Sensitivity analysis shows that the Sterling value of its US
Dollar denominated financial assets at 30 September 2014 would
increase or decrease by GBP3,451 for each 5% increase or decrease
in the value of Sterling against the Dollar.
Neither the Company nor the Group is exposed to material
transactional currency risk.
Interest rate risk
The Group and Company finance their operations through equity
fundraising and therefore do not carry borrowings.
Fluctuating interest rates have the potential to affect the loss
and equity of the Group and the Company insofar as they affect the
interest paid on financial instruments held for the benefit of the
Group. The directors do not consider the effects to be material to
the reported loss or equity of the Group or the Company presented
in the financial statements.
Credit risk
The Company has exposure to credit risk through receivables such
as VAT refunds, invoices issued to related parties and its joint
arrangements for management charges. The amounts outstanding from
time to time are not material other than for VAT refunds which are
considered by the directors to be low risk.
The Company has exposure to credit risk in respect of its cash
deposits with NatWest bank and this exposure is considered by the
directors to be low.
Company Information
Tertiary Minerals plc (AIM - EPIC: TYM)
Company No. 03821411
Head Office Registered Office
Silk Point Sunrise House
Queens Avenue Hulley Road
Macclesfield Macclesfield
Cheshire Cheshire
SK10 2BB SK10 2LP
United Kingdom United Kingdom
Tel: +44 (0)845 868 4580
Fax: +44 (0)1625 838 559 Company website:
www.tertiaryminerals.com
Auditor Bankers
Crowe Clark Whitehill LLP National Westminster Bank
3rd Floor plc
The Lexicon 2 Spring Gardens
Mount Street Buxton
Manchester Derbyshire
M2 5NT SK17 6DG
United Kingdom United Kingdom
Nominated Adviser & Broker Joint Broker
SP Angel Corporate Finance Beaufort Securities Limited
LLP 131 Finsbury Pavement
Prince Frederick House London
35-39 Maddox Street EC2A 1NT
London United Kingdom
W1S 2PP
United Kingdom
Registrars Solicitors
Capita Asset Services Gowlings (UK) LLP
The Registry 15th Floor
34 Beckenham Road 125 Old Broad Street
Beckenham London
Kent BR3 4TU EC2N 1AR
United Kingdom United Kingdom
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR BIBDDGBBBGSB
Tertiary Minerals (LSE:TYM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Tertiary Minerals (LSE:TYM)
Historical Stock Chart
From Apr 2023 to Apr 2024
